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Turner Real Estate Investments and The Van Klavern Family Partnership A2015-26 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY CLERK CITY OF CHINO HILLS 14000 City Center Drive Chino Hills, California 91709 DEVELOPMENT AGREEMENT NO. 4164-6 BY AND BETWEEN THE CITY OF CHINO HILLS, TURNER REAL ESTATE INVESTMENTS AND THE VAN KLAVEREN FAMILY PARTNERSHIP THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE § 65868.5 1032187,05/0C 308898.00062/3-31-150cdpmc TABLE OF CONTENTS Page 1. Recitals 2 2. Property Subject to this Agreement 4 3. Binding Effect 4 4. Development of the Property 5 5. Applicable Rules and Entitlement to Develop 6 6. Developer Agreements 8 7. Modification/Suspension 10 8. Demonstration of Good Faith Compliance. 10 9. Excusable Delays 11 10. Default Provisions 12 11. Mortgagee Protection 12 12. Estoppel Certificate 14 13. Administration of Agreement 14 14. Amendment or Termination by Mutual Consent 15 15. Indemnification/Defense 15 16. Time of Essence 15 17. Effective Date 15 18. Notices 15 19. Exhibits 16 20. Entire Agreement 16 21. Waiver 16 22. Severability 16 23. Relationship of the Parties 16 24. No Third Party Beneficiaries 17 1032187.05/00 308898-00062/3-31-15/jcdpmc Page 25. Recordation of Agreement and Amendments 17 26. Cooperation Between City and Developer 17 27. No Joint and Several Liability 17 28. Rules of Construction. 17 29. Joint Preparation 17 30. Governing Law and Venue 17 31. Attorneys' Fees 17 32. Counterparts 18 33. Weekend/Holiday Dates 18 34. Conflict of Interest; Undue Influence 18 35. Turner's Covenants, Representations and Warranties 18 36. Property Owner's Covenants, Representations and Warranties 19 [032187 05/0C 308898-00062/3-31-15Ijcc/pmc 11 DEVELOPMENT AGREEMENT NO. A15-26 This Development Agreement ("Agreement") is made and entered into by and between the CITY OF CHINO HILLS, a municipal corporation, organized and existing under the general laws of the State of California(referred to hereinafter as "City"), on the one hand, and TURNER REAL ESTATE INVESTMENTS, a California corporation (referred to hereinafter as "Turner") and the VAN KLAVEREN FAMILY PARTNERSHIP, a California limited partnership (referred to hereinafter as "Property Owner"), on the other(Turner and Property Owner are collectively referred to herein as "Developer") as of this 14th day of April , 2015. Turner and Property Owner jointly and severally agree to perform all of the obligations of this Agreement independently of the other and each are independently bound by the terms of this Agreement until such time as Property Owner transfers all ownership rights in all of the Property (defined below) to Turner. If Property Owner transfers any or all of its ownership rights to the Property, then Property Owner must comply with the assignment provisions of this Agreement set forth in Section 3.2 and 3.3 below in order to be released from its obligations under this Agreement. City and Developer are referred to hereinafter individually as "Party" and collectively as "Parties." In consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Recitals. This Agreement is made with respect to the following facts and for the following purposes, each of which is acknowledged as true and correct by the Parties and incorporated herein by this reference: 1.1 Pursuant to Government Code Section 65864 et seq., City is authorized to enter into a binding contractual agreement with any person having a legal or equitable interest in real property for the development of such property. 1.2 Turner holds an equitable interest to certain property located in the City of Chino Hills, County of San Bernardino, State of California, legally described on Exhibit A(the "Property"), and possesses all necessary authority to execute this Agreement as equitable owner of the Property. 1.3 Property Owner is the owner in fee of the Property and possesses all necessary authority to execute this Agreement as owner of the Property. 1.4 Developer has submitted to City an application to develop up to 346 multi-family residential dwelling units ("Multi-Family Component") and 326,641 square feet of light industrial/business park uses ("Light-Industrial Component") on the Property(the "Project"), as shown on the site plan attached hereto as Exhibit B (the "Project Site Plan"). 1.5 On January 13, 2015, the City Council of the City (the "City Council") adopted a Mitigated Negative Declaration for Environmental Assessment("MND") and the Mitigation Monitoring Plan for the MND; introduced this Agreement and Zone Change 14ZC01 by Ordinance No.281 (the "Enabling Ordinance") and approved a General Plan Amendment 14GPA01; Tentative Parcel Map No. 19539; Site Plan Review 14SPR02; Major Variance Case No. 14MJV02; and Minor Variance Case No. 14MNV06, subject to the Enabling Ordinance becoming effective. (The 1032187 05/0C 308898-0006213-31-15/jcdp,nc 2 adoptions, Enabling Ordinance and approvals set forth in this paragraph are collectively referred to as the "Project Approvals"). 1.6 By this Agreement, City desires to obtain the binding agreement of Developer to develop the Project in accordance with the Project Approvals and Applicable Rules (defined below). In consideration thereof, City agrees to limit the future exercise of certain of its governmental and proprietary powers to the extent specified in this Agreement. 1.7 By this Agreement, Developer desires to obtain the binding agreement of City to permit the development of the Project in accordance with the Project Approvals and the Applicable Rules. In consideration thereof, City agrees to limit the future exercise of certain of its governmental and proprietary powers to the extent specified in this Agreement and Developer agrees to waive its rights, if any,to challenge legally the limitations on density and use imposed upon development of the Property and other restrictions and obligations, as set forth in this Agreement. 1.8 By this Agreement, City further desires to obtain the binding agreement of Developer as follows: 1.8.1 To pay the City a Development Agreement Fee("DA Fee") totaling One Million Dollars ($1,000,000) to be utilized by the City for whatever public purpose it deems appropriate. 1.9 City and Developer have acknowledged and agreed that the consideration that is to be exchanged pursuant to this Agreement is fair,just and reasonable and that this Agreement is consistent with the General Plan of the City. 1.10 This Agreement and the proposed Project's uses are (i) consistent with the General Plan, as amended, and all applicable adopted plans, codes, ordinances and policies of the City, (ii) consistent with all other ordinances, resolutions, rules, regulations, laws, plans and policies applicable to the Project, (iii) in the best interest of the health, safety and general welfare of the City, its residents, and the general public, and (iv) in compliance with the terms, conditions, requirements, restrictions, and terms of and Government Code Section 65865.2. 1.11 The Tentative Parcel Map No. 19539 will comply with the provisions of Section 66473.7, if applicable. 1.12 Development of the Property will further the comprehensive planning objectives contained within the General Plan, and will result in public benefits, including, among others: 1.12.1 Fulfilling long-term economic and social goals for City and the community; 1.12.2 Increasing the supply of housing within the City; 1.12.3 Providing fiscal benefits to City's general fund in terms of increased property tax revenues; 1.12.4 Providing construction employment within City; and 1032187.05/00 308898-00062/3-3I-15Qccipmc 3 1.12.5 Providing business park employment with the City. 1.13 On November 4th,November 18th and December 2°d, 2014, the Planning Commission of the City held duly noticed public hearings on this Agreement, and at the conclusion of the December 2°d, 2014 hearing adopted a Resolution recommending that the City Council approve this Agreement. 1.14 On January 13th, 2015, the City Council commenced a duly noticed public hearing on the Project Approvals including this Agreement, and at the conclusion of the hearing introduced the Enabling Ordinance and adopted the remaining Project Approvals, on April 3, 2015 the City Council reintroduced the Enabling Ordinance with modifications and then subsequently adopted the Enabling Ordinance on April 14, 2015. 2. Property Subject to this Agreement. The Property, as described in Exhibit A, shall be subject to this Agreement and shall benefit from this Agreement. 3. Binding Effect. The burdens of this Agreement are binding upon, and the benefits of the Agreement inure to the City and the Developer and each successor in interest thereto and constitute covenants that run with the Property. Any and all rights and obligations that are attributed to the Developer under this Agreement shall run with the land. 3.1 Constructive Notice and Acceptance. Every person who has or acquires any right, title or interest in or to any portion of the Property shall be conclusively deemed to have consented and agreed to be bound by this Agreement, whether or not any reference to this Agreement is contained in the instrument by which such person acquired such right, title or interest. 3.2 Rights to Assign. Property Owner and/or Turner may Transfer its rights and obligations under this Agreement with respect to the Property, or any portion thereof, to any person conditioned upon Property Owner and/or Turner giving City a written notice of its intention to do so no less than forty-five (45) days prior to the close of escrow for the Transfer. "Transfer" means any actual or attempted, total or partial, assignment, sale, transfer, ground lease, ground leaseback, conveyance, or any other transaction that has the materially identical effect as anyone of the foregoing specifically enumerated transactions. Transfers also include any substantial change in the ownership and/or control of the Property Owner and/or Turner, except as specifically provided by the Operating Agreement of Turner, as may be amended from time to time. For purposes of the foregoing, "substantial change" means any change in the identity of the persons or entities owning or controlling a fifty percent (50%) or greater interest in the persons and/or entities comprising Turner or Turner's members; provided, however, that the acquisition of the ownership interest of one of Turner's members by the other member(or an affiliate or principal thereof) shall not constitute a Transfer. Notwithstanding anything to the contrary, the term "Transfer" also excludes the granting of easements, dedications or permits or other similar rights to facilitate the Development of the Property, and the sale, leasing or other conveyance of subdivided lots within the Property for purposes other than Development. 3.3 Liabilities Upon Transfer. Upon the delegation of the duties and obligations under this Agreement and the Transfer of all or any portion of the Property, Turner and/or Property Owner, as applicable, to the extent permitted by law and/or such is consistent with the Project 1032187.05/00 4 308898-00062/3.3 I-I5/jcc/pmc Approvals (including but not limited to CEQA mitigation measures and conditions of approval for the Project) will be released from its obligations under this Agreement with respect to the Property, or a portion thereof, so being transferred arising subsequent to the effective date of such Transfer to the extent it is not in breach of this Agreement at the time of transfer, if(i)Turner and/or Property Owner, as applicable, has provided to the City prior or subsequent written notice of such transfer and (ii) the transferee has agreed in writing to be subject to all of the provisions hereof applicable to the portion of the Property being transferred by executing an Assignment and Assumption Agreement in a form substantially similar to the form attached hereto as Exhibit C. Upon any transfer of any portion of the Property and the express assumption of Turner's and/or Property Owner's obligations under this Agreement by such transferee, the City agrees to look solely to the transferee for compliance by such transferee with the provisions of this Agreement as such provisions related to the portion of the Property acquired by such transferee to the extent permitted by law and/or such is consistent with the Project Approvals, including but not limited to CEQA mitigation measures and conditions of approval for the Project. Any such transferee shall be entitled to the benefits of this Agreement as "Developer" hereunder and shall be subject to the obligations of this Agreement applicable to the parcel(s)transferred. A default by Developer or any transferee shall only affect that portion of the Property owned by such defaulting party and shall not cancel, diminish, or in any way negatively affect the rights hereunder with respect to any portion of the Property not owned by such defaulting party. The transferee shall be responsible for satisfying the good faith compliance requirements set forth in Section 9 below relating to the portion of the Property owned by such transferee, and any amendment to this Agreement between the City and a transferee shall only affect the portion of the Property owned by such transferee to the extent permitted by law and/or such is consistent with the Project Approvals, including but not limited to CEQA mitigation measures and conditions of approval for the Project. 4. Development of the Property. The following provisions shall govern the subdivision, Development(defined below) and use of the Property. 4.1 Permitted Uses. The permitted and conditionally permitted uses of the Property are those set forth in the Applicable Rules (defined below). 4.2 Development Standards. All design and development standards that shall be applicable to the Project ("Development Standards") are set forth in this Agreement, the Chino Hills General Plan, the Chino Hills Municipal Code, the Applicable Rules (defined below), and the Project Approvals. This Agreement shall govern to the extent it conflicts with the Applicable Rules. In addition, the Parties agree to the following: 4.2.1 The City shall only require the installation of recycled water infrastructure needed for the residential and industrial development, sized as necessary, within the subject property limits. This development shall not be required to install any recycled infrastructure that will serve any future development. 4.2.2 The City shall not require the undergrounding of electricity transmission lines along Monte Vista Avenue. 4.3 Building Standards. All construction on the Property shall adhere to the California Building Code, the California Electrical Code, the California Mechanical Code, the Unifo,m Sign 1032187 05/00 5 308898-00062/331.15gcc/pmc Code, the Uniform Code for Abatement of Dangerous Buildings, and Uniform Administrative Code as incorporated into and amended by(currently) Title 15 of the CHMC, and in effect at the time the plan check(s)or permit(s) is/are approved and to any federal or state building requirements that are then in effect (collectively the "Building Codes"). 4.4 Fees, Exactions, Mitigation Measures. Conditions. Reservations and Dedications. All exactions, mitigation measures, conditions, reservations and dedications of land and/or Public Improvements for public purposes that are applicable to the Project or the Property are set forth in the Applicable Rules, the Project Approvals and this Agreement. Developer shall pay all applicable Development Impact Fees, as specified in Chapter 3.40 of the Chino Hills Municipal Code, which as of the Effective Date are as set forth in Exhibit D. All Development Impact Fees shall be paid at the fee rate in effect on the Effective Date for five (5) years following the Effective Date ("Development Impact Fee Fixed Period"). At the conclusion of the Development Impact Fee Fixed Period, only those Development Impact Fees in effect on the Effective Date shall be paid at the fee rate when payment for such fees is due and payable. This Section shall not be construed to limit the authority of City to charge normal and customary application,processing, and permit fees for land use approvals, building permits and other similar permits, which fees are designed to reimburse City's actual expenses attributable to such application,processing and permitting and are in force and effect on a City-wide basis at such time as said approvals and permits are granted by City. Additionally, Developer shall be required to pay all fees imposed by other governmental agencies with respect to the development of the Property. 5. Applicable Rules and Entitlement to Develop. The term "Applicable Rules" shall mean the following: 5.1.1 The General Plan, as it exists on the Effective Date; 5.1.2 The City's Municipal Code, including the Zoning Code and the Development Code, as they exist on the Effective Date; 5.1.3 Those other laws, ordinances, rules, regulations, and standards, official policies governing permitted uses of the Property, density, design, improvement, occupancy and construction standards and specifications applicable to the development of the Property in force at the time of the Effective Date, which are not in conflict with this Agreement. 5.2 Entitlement to Develop. The Developer is hereby granted the vested right to develop the Property subject to this Agreement, the Applicable Rules, the Project Approvals and any future approvals applied for by the Developer and granted by the City for the Project or the Property (the "Future Approvals"). For purposes of this Agreement, the terms "Develop", "Developing" and "Development" mean the improvement of the Property for the purposes of completing the structures, improvements and facilities in accord with the Project Approvals, including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project; the construction and reconstruction of buildings and structures; and the installation of landscaping. "Development" does not include the maintenance or repair of any building, structure, improvement, landscaping or facility after the construction and completion thereof. 1032187.05/OC 308898-00062/3.31-15/jcc/pmc 6 5.3 Subsequent Rules. Any change proposed to the Applicable Rules, including, without limitation, any change in any applicable general plan or specific plan, zoning, or subdivision regulation, adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of an ordinance, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the City Council, the Planning Commission or any other board, agency, commission or department of the City, or any officer or employee thereof, or by the electorate, as the case may be (collectively the "Subsequent Rules"), which would, absent this Agreement, otherwise be applicable to the Property, shall specifically not apply to any part of the Property unless Developer notifies the City in writing that it elects to have the Subsequent Rules apply. 5.4 Timing of Development. In Pardee Construction Co. v. City of Camarillo (1984) 37 Ca1.3d 465 ("Pardee"), the California Supreme Court held that the failure of the parties therein to provide for the timing or rate of Development resulted in a later-adopted initiative restricting the rate of Development to prevail against the parties'agreement. Here, City and Developer intend to avoid the result in Pardee by acknowledging and providing that Developer shall have the right, without obligation, to Develop the Property in such order and at such rate and times as Developer deems appropriate within the exercise of its subjective business judgment subject to the terms of this Agreement. In furtherance of the Parties'intent, as set forth in this Section, no Subsequent Rules that purport to limit the rate or timing of Development over time or alter the sequencing of Development phases, whether adopted or imposed by the City Council or through the initiative or referendum process or otherwise, shall specifically apply to the Property and/or the Project. In furtherance of the Parties' intent, as set forth in this Section, no future amendment of any existing City ordinance or resolution, or future adoption of any ordinance, resolution or other action, that purports to limit the rate or timing of Development over time or alter the sequencing of Development phases, whether adopted or imposed by the City Council or through the initiative or referendum process, shall specifically apply to the Property. However, nothing in this Section shall be construed to limit City's right to enforce Developer's obligation pursuant to this Agreement to satisfy all conditions and required by the Project Approvals and this Agreement once the Developer has received all applicable pennits for and has commenced construction of the Development. 5.5 Tern. This Agreement shall be in effect for a period of thirteen(13) years from the Effective Date of the Ordinance establishing this Agreement. 5.6 Issuance of Building Permits. No Future Approval will be withheld, conditioned, or delayed from the Developer if all of the provisions of the Project Approvals, this Agreement and the Applicable Rules required as a condition to issuance of that Future Approval have been satisfied or suitably guaranteed to be completed (by covenant, bond, letter of credit or otherwise) to the reasonable satisfaction of the City. 5.7 Satisfaction of Mitigation Measures and Conditions. In the event that any of the mitigation measures or conditions required of Developer hereunder have been implemented by others, Developer shall be conclusively deemed to have satisfied such mitigation measures or conditions, consistent with the California Environmental Quality Act ("CEQA"). If any such mitigation measures or conditions are rejected by a governmental agency with jurisdiction, the Developer may implement reasonably equivalent substitute mitigation, consistent with CEQA, to the City's satisfaction, in lieu of the rejected mitigation measures or conditions. 1032187 05/0C 308898-00062/3-31-15/ice/plc 7 5.8 Moratorium. The City shall not impose a development moratorium on the Property in conflict with this Agreement unless such is necessary to protect a significant threat to the health or safety within the City. 5.9 Performance of City Community Development Director Duties. If the City determines at any time during the term of this Agreement that the duties to be performed by the City Community Development Director under this Agreement will be performed by one or more staff members other than the Community Development Director, the City shall endeavor to notify the Developer of such change. The City shall ensure that a person or persons are designated at all times to carry out the duties of the Community Development Director set forth in this Agreement. 5.10 Inconsistent Enactments. By way of enumeration, and not limitation, any law, action or inaction, whether imposed by initiative or otherwise and whether or not by specific reference to the Project or the Property, this Agreement or otherwise, shall be considered to conflict if it: (a) Restricts the vested rights described in the Agreement or in any way limits, reduces, delays, or adversely affects the rate, timing, scope, intensity, use, density, manner, or sequencing of the Development or otherwise requires any reduction or increase in the number, size, height or square footage of lot(s),structures, buildings or other improvements, modifies the standards and specifications applicable to the infrastructure required for the Project or requires additional dedications, exactions, fees or mitigation other than that provided for in the Agreement; or (b) Imposes a new permit requirement not already part of the Applicable Rules. And, in such case of any such conflict, the terms and conditions of this Agreement shall prevail and shall supersede any conflicting restriction or imposition, except as allowed by this Agreement. 6. Developer Agreements. 6.1 General. The Developer shall comply with(i) this Agreement, (ii) the Project Approvals, including without limitation all mitigation measures and mitigation monitoring program required by the determination made pursuant to the California Environmental Quality Act, and (iii) all Future Approvals for which it is the applicant or a successor in interest to the applicant. 6.2 DA Fee. The Developer shall pay the City One Million Dollars ($1,000,000). This DA Fee shall be paid upon the earlier of the City's issuance of a final certificate of occupancy that would result in sixty percent (60%) of the residential units that are permitted under the Project Approvals having received final certificates of occupancy, or upon issuance of a final certificate of occupancy that results in two hundred sixty (260) residential units having received final certificates of occupancy under the Project Approvals. The DA Fee shall not apply to development of the Light-Industrial Component of the Project. The City shall have the sole discretion to use the DA Fee as it chooses. This provision shall survive the termination of this Agreement. 6.3 Maintenance Oblieations. The Developer shall maintain all portions of the Property in its possession or control, and any improvements thereon, in a first class clean, neat and orderly 1032187.05/0C 308898-00062/3-3I-I5/jjcc/pmc 8 manner. The Parties' respective maintenance obligations shall survive any tennination or expiration of this Agreement. 6.4 Term of Man(s) and Other Protect Approvals. Pursuant to California Government Code Sections 66452.6(a) and 65863.9, the term of any subdivision or parcel map that has been or in the future may be processed on all or any portion of the Property and the term of each of the Project Approvals shall be extended to the greater of(i) the date provided for in the Project Approvals or(ii) the scheduled termination date of this Agreement as set forth in Section 5.5 above. 6.5 Costs of Development. Developer shall bear all costs incurred in connection with the financing, construction and maintenance of the Project constructed by the Developer pursuant to this Agreement, including, without limitation, all costs incurred in connection with any loans, investigation and preparation of the Property for development and all costs of investigation, acquisition and/or preparation of any plans or other submissions made by the Developer pursuant to this Agreement. The Developer shall also be responsible for the payment of all fees assessed in connection with obtaining any entitlements and permits as necessary for construction, marketing and/or maintenance of the Project, including, without limitation, all school fees, county fees, City fees and fees payable to the sanitation district. The Developer shall be responsible for making appropriate application to the City to satisfy any applicable provisions of the California Subdivision Map Act, to obtain any required conditional use permit and to satisfy all other local enactments in accordance with the Subdivision Map Act which are applicable with respect to assembly and development of the Site. 6.6 Permits. Before Developer commences construction of any buildings, structures or other works of improvement upon the Property, Developer shall secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work other than the Project Approvals granted concurrently with this Agreement. Such permits shall be secured at the Developer's own expense. Subject to the terms of this Agreement, it is understood that the Developer is obligated to pay all necessary fees and to timely submit to the City final drawings with final corrections to obtain any necessary permits; the City shall, without obligation to incur liability or expense therefore, use reasonable efforts to expedite issuance of building and other required permits and certificates of occupancy for construction that meets the requirements of the Chino Hills Municipal Code. The Developer shall be required to comply with all conditions to approval of all zoning changes, general plan amendments, specific plan modifications, precise plans, subdivision maps, conditional use permits, CEQA approvals or any other land use approvals, and all costs of compliance shall be at the sole expense of the Developer. 6.7 Taxes, Assessments and Liens. The Developer shall pay when due any tax which may be levied on the Property or its interest therein(including, without limitation, any condominium and planned unit development assessments) and acknowledges that the failure to do so timely shall constitute a material Default hereunder. Except as otherwise expressly provided in this Agreement, the Developer may contest the validity or amount of any tax assessment, encumbrance, or lien upon the Property, and exercise all remedies available to the Developer with respect thereto, provided, however, notwithstanding anything in this Agreement to the contrary, that no contest, opposition or objection shall be continued or maintained after the date on which the imposition or assessment at which it is directed becomes delinquent. 1032187.05/OC 308898-00062/3-3I-I5/cc/pmc 9 7. Modification/Suspension. Pursuant to Government Code Section 65869.5, in the event that any state or federal law or regulation, enacted after the Effective Date, precludes compliance with any provision of this Agreement, such provision shall be deemed modified or suspended to the extent practicable to comply with such state or federal law or regulation, as reasonably determined necessary by City. Upon repeal of said law or regulation or the occurrence of any other event removing the effect thereof upon the Agreement, the provisions hereof shall be restored to their full original effect. 8. Demonstration of Good Faith Compliance. 8.1 Periodic Review of Compliance. In accordance with Government Code Section 65865.1, this Section 8 and the Applicable Rules, once each year until such time as the final certificate of occupancy has been issued and Developer has complied with this Agreement and all Applicable Rules, on or before each anniversary of the Effective Date("Periodic Review"), the City Community Development Director shall review the extent of the Developer's good faith compliance with the terms and provisions of this Agreement. The reasonable cost of each annual review conducted during the term of this Agreement shall be reimbursed to the City by the Developer or its successors or assigns. Such reimbursement shall included all direct and indirect expenses reasonably incurred in such annual reviews including, without limitation, reasonable attorneys' fees. 8.2 Good Faith Compliance. During each Periodic Review, the Developer shall demonstrate by written status report that, during the preceding twelve (12) month period, that it has been in good faith compliance with this Agreement. The Developer shall provide such a written status report to the City Community Development Director at least forty-five (45) days prior to each anniversary of the Effective Date of this Agreement. In addition, upon the written request of the Community Development Director,the Developer shall furnish such documents or other information as reasonably and lawfully requested by the Community Development Director. 8.3 Information to be Provided to Developer. The City shall deliver to the Developer a copy of all staff reports prepared in connection with a Periodic Review, any prior staff reports generated during the preceding twelve (12) month review period regarding good faith compliance of the Developer with this Agreement, written comments from the public regarding good faith compliance of the Developer with this Agreement and, to the extent practical, all related exhibits concerning such Periodic Review,but in no event later than six (6)business days prior to the City Community Development Director's submittal of any report to the Planning Commission setting forth his or her determination as to the results of the Periodic Review. Subject to the provisions of Section 13 below, upon the Developer's request, the Developer shall be given a full and adequate opportunity to be heard orally and in writing regarding its performance and, at its option, the City's performance under the Agreement, prior to the completion of the City Community Development Director's Periodic Review. 8.4 Special Reviews. In addition, the City Council may order a special periodic review of the Developer's compliance with this Agreement at any time. The cost of such special reviews shall be borne by the City, unless such special review demonstrates that the Developer is not acting in good faith compliance with the provisions of this Agreement. In such cases, the Developer shall reimburse the City for all costs, direct and indirect, reasonably incurred in conjunction with the special review. 1032187 05/0C t 0 308898-00062/3-3 615/jcc/pmc 8.5 Notice Of Non-Compliance; Cure Rights. Subject to the provisions of Section 13.1 below, if at the completion of any Periodic Review, the City Community Development Director reasonably concludes on the basis of substantial evidence that as to any parcel or parcels comprising the Property(i)the Developer has not demonstrated that it is in good faith compliance with this Agreement; and (ii) that the Developer is out of compliance with a specific substantive term or provision of this Agreement, then the City Community Development Director may issue and deliver to the Developer a written Notice of Violation as set forth in Section 10.2 below. 8.6 Determination of Developer's Compliance. If the City Community Development Director determines that the Developer has demonstrated that it is in good faith compliance with this Agreement, the City Community Development Director's determination shall be deemed final and non-appealable. If the Developer appeals to the Planning Commission a determination by the City Community Development Director that the Developer is not in compliance with this Agreement and the Planning Commission determines that the Developer has demonstrated that it is in good faith compliance with this Agreement, the Planning Commission's determination shall be deemed final and non-appealable. If the Developer appeals to the City Council a determination by the Planning Commission that the Developer is not in compliance with this Agreement and the City Council determines that the Developer has demonstrated that it is in good faith compliance with this Agreement, the City Council's determination shall be deemed final and non-appealable. 8.7 Failure of Periodic Review. The City's failure to review, at least annually, compliance by the Developer with the terms and conditions of this Agreement shall not constitute or be asserted by any Party as a breach by any other Party of this Agreement. 8.8 Effect on Default Procedures. Nothing in this Section 8 shall be interpreted to prevent the City from providing the Developer with an otherwise proper Notice of Default hereunder at any time, including any time other than during a periodic review under this Section 8, or from terminating this Agreement pursuant to the provisions of Section 10 following any Uncured Default by Developer. 9. Excusable Delays. Performance by any Party of its obligations hereunder shall be excused during any period of"Excusable Delay," as hereinafter defined, provided that the Party claiming the delay gives notice of the delay to the other Party as soon as reasonably possible after the same has been ascertained. For purposes hereof, Excusable Delay shall mean delay that directly affects, and is beyond the reasonable control of, the Party claiming the delay, including without limitation: (a) acts of God; (b) civil commotion; (c) riot; (d) strike, picketing or other labor dispute; (e) shortage of materials or supplies; (f) unusually adverse weather conditions which have not been taken into account in the construction schedule; (g) damage to work in progress by reason of fire, flood, earthquake or other casualty; (h) reasonably unforeseeable delay caused by a reasonably unforeseeable restriction imposed or mandated by a governmental entity other than City; (i) litigation brought by a third party attacking the validity of this Agreement, a Project Approval, a Future Approval or any other action necessary for Development of the Property; (j) delays caused by any default by City or the Developer hereunder(however, only the non-defaulting party can assert an excusable delay); (k) delays due to the presence or remediation of Hazardous Materials; (1) delays due to the presence or mitigation of impacts to archaeological, cultural or historical resources subject to protection by any governmental entity; or(m) terrorism. To the extent necessary to 1032187 05/00 308898-00062/3-31-156cc/pmc I effectuate the purposes of this Agreement, the term of this Agreement and any obligations of the Parties hereunder shall be extended by any period of Excusable Delay. 10. Default Provisions. Each Party to this Agreement shall be deemed to have breached this Agreement if it materially breaches any of the provisions of this Agreement and the same is not cured within the time set forth in a written notice of violation(the"Notice of Violation") from the non-breaching Party to the breaching Party, which period of time shall not be less than ten (10) days for monetary defaults, and not less than sixty(60) days for non-monetary defaults from the date that the notice is deemed received,provided if the breaching Party cannot reasonably cure a non- monetary default within the time set forth in the notice, then the breaching Party shall not be in default if it commences to cure the default within such time limit and diligently effects such cure thereafter, but in no event more than one hundred eighty(180)days after receipt of such Notice of Violation. Failure or delay in giving such Notice of Violation shall not constitute a waiver of any breach of this Agreement. Following the giving of such notice, the nonperformance which is complained of shall constitute a Default under this Agreement. If a Default is not cured within the applicable period provided above, then it shall thereafter constitute an "Uncured Default." 10.1 No Waiver of Default. Except as otherwise expressly provided in this Agreement, any failure or delay by any Party in asserting any of its rights or remedies as to any Default shall not operate as a waiver of any Default or of any rights or remedies in connection therewith or of any other rights and remedies provided by this Agreement or by law, or deprive such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies, 10.2 Content of Notice of Violation. Every Notice of Violation shall state with specificity that it is given pursuant to this Section of the Agreement, the nature of the alleged breach, (including references to the pertinent provisions of this Agreement), the portion of the Property involved, and the manner in which the breach may be satisfactorily cured. The notice shall be deemed given in accordance with Section 18 hereof. 10.3 Remedies for Breach. In the event of an Uncured Default, the Parties agree that the remedies for breach of this Agreement by Developer or City shall be limited to injunctive relief and/or specific performance or termination of this Agreement. 11. Mortvanee Protection. This Agreement shall not prevent or limit the Developer in any manner, at Developer's sole discretion, from encumbering the Property or any portion thereof or any improvements thereon by any mortgage, deed of trust or other security device. The City acknowledges that the lender(s) providing such financing ("Mortgagee")may require certain Agreement interpretations and agrees, upon request, from time to time, to meet with the Developer and representatives of such lender(s) to provide within a reasonable time period the City's response to such requested interpretations. The City will not unreasonably withhold its consent to any such requested interpretation, provided that such interpretation is consistent with the intent and purposes of this Agreement. Any Mortgagee of a mortgage or a beneficiary of a deed of trust or any successor or assign thereof, including without limitation the purchaser at a judicial or non-judicial foreclosure sale or a person or entity who obtains title by deed-in-lieu of foreclosure on the Property shall be entitled to the following rights and privileges: 1032187.05/OC 308898-00062/3-31-15/0cc/pint 12 11.1 Mortgage Not Rendered Invalid. Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the priority of the lien of any mortgage or deed of trust on the Property made in good faith and for value. No Mortgagee shall have an obligation or duty under this Agreement to perform the Developer's obligations, or to guarantee such performance prior to taking title to all or a portion of the Property. 11.2 Request for Notice to Mortgagee. The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, who has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive a copy of any Notice of Violation delivered to the Developer. 11.3 Mortgagee's Time to Cure. The City shall provide a copy of any Notice of Violation to the Mortgagee within ten(10)days of sending the Notice of Violation to the Developer. The Mortgagee shall have the right,but not the obligation, to cure the default for a period of(a) thirty (30)days after the receipt of such Notice of Violation; or, (b) if the default cannot be so cured within said thirty (30) days, then within ninety (90) days after receipt of such Notice of Violation so long as Mortgagee has commenced in good faith to cure the default. Notwithstanding the foregoing, if such default shall be a default which can only be remedied by such Mortgagee obtaining possession of a Property, or any portion thereof, and such Mortgagee seeks to obtain possession, such Mortgagee shall have until ninety(90) days after the date of obtaining such possession to cure or, if such default cannot reasonably be cured within such period, to commence to cure such default, provided that such default is cured no later than one (1) year after Mortgagee obtains such possession. 11.4 Cure Rights. Any Mortgagee who takes title to all of the Property, or any part thereof,pursuant to foreclosure of the mortgage or deed of trust, or a deed in lieu of foreclosure, shall succeed to the rights and obligations of the Developer under this Agreement as to the Property or portion thereof so acquired; provided, however, in no event shall such Mortgagee be liable for any defaults or monetary obligations of the Developer arising prior to acquisition of title to the portion of the Property by such Mortgagee, except with respect to the payment obligation set forth in Section 6.2 of this Agreement. Additionally, any such Mortgagee shall not be entitled to a building permit or occupancy certificate until all delinquent and current fees and other monetary or non-monetary obligations due under this Agreement for the Property, or portion thereof acquired by such Mortgagee, have been satisfied. 11.5 Bankruptcy. If any Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings in the nature of foreclosure by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving the Developer, the times specified in Section 11.3 above shall be extended for the period of the prohibition, except that any such extension shall not extend the term of this Agreement. 11.6 Disaffirmation. If this Agreement is terminated as to any portion of the Property by reason of(i) any default or(ii) as a result of a bankruptcy proceeding, this Agreement is disaffirmed by a receiver, liquidator, or trustee for the Developer or its property, the City, if requested by any Mortgagee, shall negotiate in good faith with such Mortgagee for a new development agreement for the Project as to such portion of the Property with the most senior Mortgagee requesting such new 1032187.05/00 308898-00062/3-31-156cdpmc 13 agreement. This Agreement does not require any Mortgagee or the City to enter into a new development agreement pursuant to this Section. 12. Estoppel Certificate. At any time and from time to time, the Developer may deliver written notice to City and City may deliver written notice to the Developer requesting that such Party certify in writing that, to the knowledge of the certifying Party (i)this Agreement is in full force and effect and a binding obligation of the Parties, (ii) this Agreement has not been amended, or if amended, the identity of each amendment, and (iii) the requesting Party is not in breach of this Agreement, or if in breach, a description of each such breach. The Party receiving such a request shall execute and return the certificate within thirty(30) days following receipt of the notice. The failure of the City to deliver such a written notice within such time shall constitute a conclusive presumption against the City that, except as may be represented by the Developer, this Agreement is in full force and effect without modification, and that there are no uncured defaults in the performance of the Developer. The City Community Development Director shall be authorized to execute, on behalf of the City, any Estoppel Certificate requested by the Developer. City acknowledges that a certificate may be relied upon by successors in interest to the Developer who requested the certificate and by holders of record of deeds of trust on the portion of the Property in which that Developer has a legal interest. 13. Administration of Agreement. 13.1 Anneal of Staff Determinations. Any decision by City staff concerning the interpretation or administration of this Agreement or Development of the Property in accordance herewith may be appealed by the Developer to the Planning Commission, and thereafter, if necessary, to the City Council pursuant to the Chino Hills Municipal Code. The Developer shall not seek judicial review of any staff decision without first having exhausted its remedies pursuant to this Section. All decisions by the City Staff concerning the administration of this Agreement and the Project which is the subject hereof are appealable to the Planning Commission and thereafter, if necessary, to the City Council. Final determinations by the City Council are subject to judicial review subject to the restrictions and limitations of California law. 13.2 Oneratine Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer. During the Term of this Agreement, clarifications to this Agreement and the Applicable Rules may be appropriate with respect to the details of performance of City and Developer. If and when, from time to time, during the terms of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, they shall effectuate such clarification through operating memoranda approved in writing by City and Developer, which, after execution, shall be attached hereto and become part of this Agreement and the same may be further clarified from time to time as necessary with future written approval by City and the Developer. Operating memoranda are not intended to and shall not constitute an amendment to this Agreement but are mere ministerial clarifications, therefore public notices and hearings shall not be required. The City Attorney shall be authorized, upon consultation with, and approval of, the Developer, to determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such character to constitute an amendment hereof which requires compliance with the provisions of Section 14 below. The authority to enter into such operating memoranda is hereby delegated to the City Community Development Director, and the City 1032187 05/0C 308898-00062/3-31.15/jcc/pmc 14 Community Development Director is hereby authorized to execute any operating memoranda hereunder without further City Council action. 13.3 Certificate of Performance. Upon the completion of the Development of the Property, or upon completion of performance of this Agreement or its earlier revocation and termination, the City shall provide the Developer, upon the Developer's request, with a statement ("Certificate of Performance") evidencing said completion or revocation and the release of the Developer from further obligations hereunder, except for any ongoing obligations hereunder. The Certificate of Performance shall be signed by the appropriate agents of the Developer and the City and shall be recorded in the official records of San Bernardino County, California. Such Certificate of Performance is not a notice of completion as referred to in California Civil Code Section 3093. 14. Amendment or Termination by Mutual Consent. Except as otherwise set forth herein, this Agreement may only be amended or terminated, in whole or in part, by mutual consent of City and the Developer, and upon compliance with the provisions of Government Code Section 65867. 15. Indemnification/Defense. The Developer shall indemnify, defend with counsel reasonably acceptable to the City, and hold harmless the City and its officers, employees and agents from and against any and all losses, liabilities, fines, penalties, costs, claims, demands, damages, injuries or judgments arising out of, or resulting in any way from, the Developer's performance pursuant to this Agreement. Developer shall indemnify, defend with counsel reasonably acceptable to the City, and hold harmless the City and its officers, employees and agents from and against any action or proceeding to attack, review, set aside, void, or annul this Agreement or the Project Approvals or any provisions thereof. 16. Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 17. Effective Date. This Agreement shall become operative on the date the Enabling Ordinance becomes effective(the "Effective Date") pursuant to Government Code Section 36937. 18. Notices. Any notice shall be in writing and given by delivering the same in person or by sending the same by registered or certified mail, return receipt requested, with postage prepaid, by overnight delivery, or by facsimile to the respective mailing addresses, as follows: If to City: City of Chino Hills 14000 City Center Drive Chino Hills, CA 91709 Attn: City Clerk With a Copy to: Hensley Law Group 2600 W. Olive Avenue, Suite 500 Burbank, CA 91505 Attn: Mark D. Hensley, Esq. Facsimile No.: (818) 333-5121 If to Turner: Turner Real Estate Investments 1500 Quail Street, Suite 150 1032187.05/0C 308898-00062/3-31-15/j00pmc 15 Newport Beach, CA 92660 Attn: Messrs. Rusty Turner and Kent Turner With a copy to: Allen Matkins Leck Gamble Mallory&Natsis 1900 Main Street, 5th Floor Irvine, CA 92614 Ann: John Condas, Esq. If to Property Owner: Van Klaveren Family Partnership P.O. Box 7775, Laguna Niguel, CA 92677-7775 Attn: John Schatz City, Property Owner or Developer may change its mailing address at any time by giving written notice of such change to the other Parties in the manner provided herein at least ten (10) days prior to the date such change is effected. All notices under this Agreement shall be deemed given, received, made or communicated on the earlier of the date personal delivery is effected or on the delivery date or attempted delivery date shown on the return receipt, air bill or facsimile. 19. Exhibits. The following documents referred to in this Agreement are attached hereto and incorporated herein as if fully set forth and are identified as follows: Exhibit "A" Property Description Exhibit "B" Project Site Plan Exhibit "C" Assignment and Assumption Agreement Exhibit"D" Development Impact Fee Schedule 20. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof, and all prior agreements or understandings, oral or written, are hereby merged herein. This Agreement shall not be amended, except as expressly provided herein. 21. Waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar; nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding, unless it is executed in writing by a duly authorized representative of the Party against whom enforcement of the waiver is sought. 22. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 23. Relationship of the Parties. Each Party acknowledges that, in entering into and performing under this Agreement, it is acting as an independent entity and not as an agent of any other Party in any respect. Nothing contained herein or in any document executed in connection herewith shall be I032187.05/0C 308898-00062/3-31-150cc/pmc 16 construed as creating the relationship of partners,joint ventures or any other association of any kind or nature between City and Developer,jointly or severally. 24. No Third Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties and their successors in interest. No other person or party shall have any right of action based upon any provision of this Agreement. 25. Recordation of Agreement and Amendments, This Agreement and any amendment thereof shall be recorded with the County Recorder of the County of San Bernardino by the City Clerk of City. 26. Cooperation Between City and Developer. City and Developer shall execute and deliver to the other all such other and further instruments and documents as may be reasonably necessary to carry out the purposes of this Agreement. Upon satisfactory performance by Developer, and subject to the continuing cooperation of the Developer, City will commence and in a timely manner proceed to complete all steps necessary for the implementation of this Agreement and Development of the Property in accordance with the terms of this Agreement. 27. No Joint and Several Liability. No breach hereof by an individual Party shall constitute a breach by a non-breaching Party except that Turner and Property Owner are jointly and severally liable to comply with the terms of this Agreement. Any remedy, obligation, or liability, including but not limited to the obligation to defend and indemnify the City, arising by reason of such breach shall be applicable solely to the party that committed the breach except that Turner and Property Owner are jointly and severally liable to comply with the terms of this Agreement. If Property Owner transfers all of its ownership rights to the Property to Turner, then Property Owner must comply with the assignment provisions of this Agreement set forth in Section 3.2 and 3.3 below in order to be released from its obligations and liabilities under this Agreement. 28. Rules of Construction. The captions and headings of the various sections and subsections of this Agreement are for convenience of reference only, and they shall not constitute a part of this Agreement for any other purpose or affect interpretation of the Agreement. Should any provision of this Agreement be found to be in conflict with any provision of the Applicable Rules or the Project Approvals or the Future Approvals, the provisions of this Agreement shall control. 29. Joint Preparation. This Agreement shall be deemed to have been prepared jointly and equally by the Parties, and it shall not be construed against any Party on the ground that the Party prepared the Agreement or caused it to be prepared. 30. Governing Law and Venue. This Agreement is made and entered into in the County of San Bernardino, California, and the laws of the State of California shall govern its interpretation and enforcement. Any action, suit or proceeding related to, or arising from, this Agreement shall be filed in the appropriate court having jurisdiction in the County of San Bernardino. 31. Attorneys' Fees. In the event any action, suit or proceeding is brought for the enforcement or declaration of any right or obligation pursuant to, or as a result of any alleged breach of, this Agreement, the prevailing Party shall be entitled to its reasonable attorneys' fees and litigation expenses and costs, and any judgment, order or decree rendered in such action, suit or proceeding shall include an award thereof. Attorneys' fees under this Section shall include attorneys' fees on 032187 05/OC 308898-00062/3-31-150cdpmc 17 any appeal and any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. 32. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which constitute one and the same instrument. 33. Weekend/Holidav Dates. Whenever any determination is to be made or action to be taken on a date specified in this Agreement, if such date shall fall upon a Saturday, Sunday or holiday observed by federal savings banks in the State of California, the date for such determination or action shall be extended to the first business day immediately thereafter. 34. Conflict of Interest: Undue Influence. No member, official or employee of the City shall have any financial interest, direct or indirect, in this Agreement or the proceeds thereof during his or her tenure with the City or for period of one(1) year thereafter. The Developer affirms that there exists no actual or potential financial interest between the Developer's receipt of any assistance in connection with this Agreement and any member, official or employee of the City. 35. Turner's Covenants. Representations and Warranties. Turner covenants, represents and warrants to the City as follows: 35.1 Organization and Standing of Turner. Turner is a California corporation, duly formed, validly existing and in good standing under the laws of the State of California, with full right, power and authority to develop the Project, and to enter into and otherwise perform and comply with the teens of this Agreement. 35.2 Licenses. Turner shall obtain and maintain all material licenses, permits, consents and approvals required by all applicable governmental authorities to construct, own and operate the Project. 35.3 Authorization and Consents. The execution, delivery and performance of this Agreement is consistent with Turner's organizational documents and has been duly authorized by all necessary action of Turner's managers, members and/or employees, as applicable. All consents, approvals and authorizations of all applicable governmental authorities, other than the City, and all consents or approvals of Turner's managers, members and/or employees, as applicable, required in connection with the execution and delivery by Turner of this Agreement shall have been obtained and delivered to the City on or before the effective date of this Agreement. 35.4 Due and Valid Execution. This Agreement and all other instruments to be executed in connection herewith, shall, as of the date of their execution, have been duly authorized, executed, and delivered by Turner. 35.5 Adverse Conditions, Etc. To the best of the Turner's knowledge, there is no adverse condition or circumstance, pending or threatened litigation, governmental action or other condition which could prevent or materially impair the Turner's ability to develop the Site as contemplated by the tern-is of this Agreement. 1032[87 05/0C 308898-00062/3-3I-I5/3cc/pmc 18 35.6 Representations and Warranties Default. Each of the foregoing representations and warranties is material to the City. If any of the foregoing representations and warranties shall prove to have been untrue, inaccurate or misleading in any material respect as of the time when made (or deemed made)by Turner, then ipso facto (and without the need for any notice by the City to er and without the Turner's having the opportunity to cure the same) such untrue, inaccurate or misleading representation or warranty conclusively shall constitute a Default by the Turner under this Agreement. 36. Property Owner's Covenants, Representations and Warranties. Property Owner covenants, represents and warrants to the City as follows: 36.1 Organization and Standing of Property Owner. The Property Owner is a California limited partnership, duly formed, validly existing and in good standing under the laws of the State of California, with full right, power and authority to develop the Project, and to enter into and otherwise perform and comply with the terms of this Agreement. 36.2 Licenses. The Property Owner shall obtain and maintain all material licenses, permits, consents and approvals required by all applicable governmental authorities to construct, own and operate the Project. 36.3 Authorization and Consents. The execution, delivery and performance of this Agreement is consistent with the Property Owner's organizational documents and has been duly authorized by all necessary action of the Property Owner, as applicable. All consents, approvals and authorizations of all applicable governmental authorities, other than the City, and all consents or approvals of the Property Owner's managers, members and/or employees, as applicable, required in connection with the execution and delivery by the Property Owner of this Agreement shall have been obtained and delivered to the City on or before the effective date of this Agreement. 36.4 Due and Valid Execution. This Agreement and all other instruments to be executed in connection herewith, shall, as of the date of their execution, have been duly authorized, executed, and delivered by the Property Owner. 36.5 Adverse Conditions, Etc. To the best of the Property Owner's knowledge, there is no adverse condition or circumstance,pending or threatened litigation, governmental action or other condition which could prevent or materially impair the Property Owner's ability to develop the Site as contemplated by the tens of this Agreement. 36.6 Representations and Warranties Default. Each of the foregoing representations and warranties is material to the City. If any of the foregoing representations and warranties shall prove to have been untrue, inaccurate or misleading in any material respect as of the time when made(or deemed made) by the Property Owner, then ipso facto (and without the need for any notice by the City to the Property Owner and without the Property Owner's having the opportunity to cure the same) such untrue, inaccurate or misleading representation or warranty conclusively shall constitute a Default by the Property Owner under this Agreement. 1032187 05/00 19 308898-00062/3-31-15/jcdpmc IN WITNESS WHEREOF, Developer and City of Chino Hills have executed this Development Agreement on the date first above written. CITY: DEVELOPER: CITY OF CHINO HELLS, a municipal TUR'iER RE . ATE b- ESTMENTS, a corporation Ca %fornia r 'hration By: fiA/Yl/1 / /l B � .� - _ ; Name: tun-lhkt Miltonp,05-1-9rp,05-1-9yUR�E(Z Title: 'Kfl uF,r T's PEGsl r1 QC-(1 ATTEST OreVAN KLAVEREN: flo�tft _ VAN KLAVEREN FAMIILY Cher,I &.it . City Clerk PARTNERSI-IIP, a California limited partnership By: APPROVED AS TO FORM: Name: Title: By: .. rTh. Name: rM trr [c i_ Fi en LA-I4- By: Its: City Attorney / Name: Title: By: Name: Title: 1032187.08/00 308898-00062/3-25-15/jcc/pine 19 CALIFORNIA ALL CAPACITY ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO CITY OF CHINO HILLS On April 14, 2015, before me, Cheryl Balz, City Clerk the City of Chino Hills, personally appeared Cynthia Moran, Mayor of the City of Chino Hills, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal. or CHERYL BALrCITY CLERK CITY OF CHINO HILLS (SEAL) 3 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness, accuracy,or validity of that document. State of California ) County of () r"evn A f ) J On (11\ e' fl iia , 10 before me, ICA/WA\ 110 t' ki %L r t� (insert name of notary) Notary Public, personally appeared IZ.tAS hi I L9,r '\ LY' , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/am.subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(a), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. , KAREN WESTLAND Commission # 2010003 ^i J /u Notary Public-California a f A N\ ' Orange County Signature AA) t\JI*),A �/t l I,-/>✓'n a1�1Ry Comm. Expires Mar 7,2097 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who Signe the document to which this certificate is attached, and not the truthfulness,accuracy,or validity of that document. State of California ) County of ) On . before me, /(insert name of notary) Notary Public,personally appeared / , who proved to me on the basis of satisfactory evidence to •- e person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me t . e/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/ eir signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acte., executed the instrument. I certify under PENAL ' OF PERJURY under the laws of the State of California that the foregoing paragraph is true d correct. WITNESS/ y hand and official seal. Signatu e� (Seal) 1039 7.08/OC 898-00062/3-25-l5/jcc/pmc IN WITNESS WHEREOF, Developer and City of Chino Hills have executed this Development Agreement on the date first above written. CITY: DEVELOPER: S4 CITY OF CHINO HILLS, a municipal TUR ER RE•.1 . STATE I ESTMENTS, a corporation Ca Tonna • is ration By: B . . 7 4 Name: N.W7 \ eP,0 5-01 y U 21�ER Title: Tiz-lS flues waif I Ceo ATTEST VAN KLAVEREN: VAN KLAVEREN FAMIILY City Clerk PARTNERSHIP, a California limited partnership APPROVED AS TO FORM: Name:\,J ll e Awa Title: our . By: Name: By: Its: City Attorney Name: Title: By: Name: Title: 10121tel 08 OC lo0ox OU62 15-$5 cct rv„o CALIFORNIA ALL-PURPOSE ACKI1OWLEDGWWIENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness,accuracy,or validity of that document. State of Califo is County of //I C•rreiDG` l ) //{� ,� On 2 mil - 2'1/C before me,/�//•litid/I S.S'CY3)/1/;1?1-r/i1-1 , Date /j Here Insert Name and Title of the Officer personally appeared /74,-/A.ei C /IAA/ Ad n/1ls‘L=l$/ e(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the •e ••(s) whose((skjWare s ascribed to the within in u ent and acknowled•ed to me that.$ he/they execute same in his/Her/their authorized e es), and r= 4.i fl r/their .;. .. - )on the instrument theer or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. " . WILLIAM BROWN' ►� COMM. #1.93;4363 z'�. r QFC Notary Public �California ,A z 4 o Signature Riverape,CAp2. My Coinrn:,EMuOs Apr.29,2015 SignatureLs€�ary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: 12.9.4)-(1-9-7n4,4/./41',10/441 Document Date: `: ./7.2) r/2 01/3— Number %3— Number of Pages: ,/ Signer(s)7Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): ❑Corporate Officer — Title(s): D Partner — D Limited D General D Partner — D Limited D General D Individual D Attorney in Fact D Individual D Attorney in Fact ❑Trustee ❑ Guardian or Conservator D Trustee ❑ Guardian or Conservator D Other: D Other: Signer Is Representing: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item #5907 IN WITNESS WHEREOF, Developer and City of Chino Hills have executed this Development Agreement on the date first above written. CITY: DEVELOPER: CITY OF CHINO HILLS, a municipal TURNER REAL ESTATE INVESTMENTS, a corporation California corporation By: By: Name: Name: Title: Title: ATTEST VAN KLAVEREN: VAN KLAVEREN FAMIILY . City Clerk PARTNERSHIP, a California limited partnership e� 1 5 l ,l By: , U A/ Y jfrira "�// APPROVED AS TO FORM: Name:Ar/ lv-Z---ow-e- '--- Title: V Ply z�',2v✓ By: Name: By: Its: City Attorney Name: Title: By: Name: Title: 1032187.08/0C 19 308898-00062/3-30-15/3cc/pint ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document, State of California County of C, s C On fl4kty_U'kE ?O , ZOI S , before meTDI 1C) S . (y(ck..... (insei name of notary) Notary Public, personally appeared ALSEFTus VAI 14. IA-UGT Eid , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY der the laws of the State of California that the foregoing paragraph is true and correct. DAVID S. CHADWICK Q ;c.�- • C:�; Commission # 2024779 L=pxr, ® a . WITNESS my hand and official seal. ;;, = Notary Public-California ,,.15; Orange County My Comm.Expires May 16,2017 Signature (Seal) f- ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of thein • ual who signed the document to which this certificate is attached, and not the truthfulness, accuracy,-o validity of that document. State of California County of On , befor--"e, (insert name of notary) Notary Public, personally appeared , who proved to me on the basis of satisfact, evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ackno -aged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and -at by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the R-ison(s) acted, executed the instrument. I certify u .er PENALTY OF PERJURY under the laws of the State of California that the foregoing parat aph is true and correct. WITNESS my hand and official seal. Signature (Seal) 1032187 08/0C 308898-00062/3-30-15/jcc/pmc EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY PARCEL NO. 2 OF PARCEL MAP NO. 15901 IN THE CITY OF CHINO HILLS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 222, PAGES 74 THROUGH 76, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT AN UNDIVIDED 1/2 OF ALL OIL, GAS, MINERALS AND HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND FOR A TERM OF 21 YEARS, AND SO LONG THEREAFTER AS OIL IS PRODUCED THEREFROM IN PAYING QUANTITIES, BUT WITHOUT THE RIGHT OF ENTRY UPON ANY PORTION OF THE SURFACE ABOVE A DEPTH OF 500 FEET FOR ANY PURPOSES WHATSOEVER, AS CONTAINED IN THE DEED EXECUTED BY LEROY O. LILLYWHITE, EX UX., RECORDED OCTOBER 25, 1961, IN BOOK 5569. PAGE 254, OFFICIAL RECORDS. (APN: 1021-591-081 1032187.05/0C 308898-00062/3-31-15/jcc/pme EXHIBIT B PROJECT SITE PLAN i v . gid, ",-.4,41:h r•- aa, --I e 1 `., ' . I$ ( 1:1491:1716t0(4 g5 ? lr11\' x: /} - fa .< Jl ca �-' _ ; ra ra \ 1'' 'na.w - I •.l . (Z" o �cd ' I7 ,, '°q,,• V vN v, ii 5 C�� r. 1 .. t \ j - 3 tU,-- tvt r• C82_, a ;..-.._:-..11-....-01.-a 4 lY nM, 6g , 1 tpkrr 1 1' ., Jiti'e iLtiS 1 ice_`-' 'P8- (.0 •_ fi _ Si.--4.,_-.-:1i?._._-.—_ FAIRFIELD RANCH COMMONS CHINO HILLS, CA ®C) TURNER REAL ESTATEINVESTMENTS „g. . ,. >, ` ARCHITECTS ORANGE •r- 6WLOINGRM?MO[ r `,al PROJECT SUMMARY i mt.ra4 t .I i .T92 ; at 1 1 _ 1\•\ ��II- ' -_ f CT ` iW t6NIOYtt TT .1 _ __• __ Mumeo,o._uewamtvwvma- - a..wrtv I 1 1 ' \ II _ _ ! I ;R SAN '•\f sore COVERAGE q i• 'fir �F >„�;, 1 1 _ . i__,•\ y,.✓ Ct.. .\ I i /. -, •\ --``. O urtru I uvn I ,.,, I m _ •-- • ! rt••Up.®4j} , •\, ick.`�`.�Amo „7-11‘—.,,;:_ , I •14�4,/[4� 4� — ! �' 0. .� '4 ./.,. J.\'\ o toS. minaret .. .. ! 1 '•\ �' INDUSTRIAL ice— ZONE - \' i MOBILE RC ! 1. rt�z. j -t ” \t PARKINGMi Y PARX(NG9XIOEI Y ZONE RM-2 ! 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H9 ,� `\ -.Ali -, 4>t� .g - `�_. \ 1"=60=0" TEMPLE �Cy • \; 9f -A O/Ei J, n . - \• N\ t._c._– ZONERM.9 Rp7p\� `-•,;‘, ..e.7,_.-!!._,,,,,.„: ea if 4.,„_.0, STEN A-1 -tit:: J ' I SAWN p FAIRFIELD RANCH COMMONS APARTIDIF 4. *° `- �` ,..c. -®<_n„ HILLS CA ', - . .. .. _::_::-:.=::-....=.::.S, CONCEPTUAL SITE PLAN TURNER REAL \ �/�• /+ ESTATElNVESTMENTS '•' , BUSINESS PARK IePuoNEAai,—ITECTS ORANGE 9,... MO QUAILSTREET SUIT'et 30 NEWPORT BEACH.al 91660 (9.91751.5404 ,.A NEATN ORANGE Si.ORANGE.CA TOONTRA EMS 17I45&145055 -—: _S... 'ADULATION in 1 e%� ,'1 �ue .n.ne yr 9, vee(,n vV 21 Xg$75111 "Nf N'SS152 144131 Me „nn^,., „f„ PA' s, 5 a vE(C. M . ey / Tow eures,,,Wpnn, Y m _ `A a\'. \ A _. .. . -. . ..__...... Core.gm 4024 a•'<c-1 a�t. Cirs ...at I q 11 190U'.K DOORS \ p,,,,,,,„xea�l_ > ; ..'.n.°im,r..,,l 15 r, .,, 40 04 s'z ice:. II) NR9lFel vn 'Ed 2. A2 „h. 1 BUILDING 3 ! D avmatac”3.- , T \ 100,120 S.F. t . ..{ ? ; 11 I SASH P • ft .:xc w, .'' \^ ;1 I-- y tufo onn ,J ,m flat 15 A a.n , ` ; F m,xm woa s D I” / V•_ __-_. iii ____�;e— r U— .. fg SITE PLAN GENERAL NOTES -soman my 51 j�%.e' ,. ..f Sf v :CCJ S J6.0: J.1.1.`.[J t24.i, .ee�� 6n .e..o...n WO"nm a TMPitt. (0 ` BUILDING 2 M,. .. !!".„--='!:!7:-...—;!3,-,-----!----- p ' ,f.�rEf� - 106,005 $.F. l .. .,..... FmnI&d Rancn : H roM oaq .F SA6q Tgm Commons H ttf 3 DOCK 5DOCK 5COCK 6DOCK 5DOCK H 1•64 ' - DOORS DOORS DOORS DOORS DOORS H it., II- "-' - I•Y,--I. l ._ —1. F[I ii >.,. 6.ew';2♦ ' b ZO „�'^ SITE LEGEND rse O i. it . .:S} : ,nn, In m 0, :1 Bi.__.._.J ... i �( JL-.'_-_CK , L_.._!{,.�I�&,.EII_J Lo -.m..... III .f ,R,, i, i 5DOLT( 5DOCS DDOCK DOORS • 4OCCK DDOCKOORS 4DOCK 5Dpf:K �s_.. DOORS DOORS DOORS DOORS . 00095 DOORS DOORS pOORS ,- -,-nv..,+ I AERIAL MAP , BUILDING 1 I , ` 120,516 S.P. II E � - s®„i 0_ - EEE f450:4'13.25.4 296551 ,i5,229 51' ;o z3sr t4v,o<, •1::2,6ii 3 BP6tl �' { r .n.,_, ...� UTh J 1_, f190 "L.LJ �,_u . 4 LOS SERRANOS CHANNEL , eM. _______VYEPALL-SRE PLAN 0 Q EXHIBIT C Recording Requested By and When Recorded Mail To: ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made and entered into by and between TURNER REAL ESTATE INVESTMENTS, a California corporation ("Assignor"), and ("Assignee"). RECITALS A. The City of Chino Hills ("City") and Assignor entered into that certain Development Agreement No. - dated as of (the "Development Agreement"), with respect to the real property located in the City of Chino Hills, State of California more particularly described in Exhibit"A" attached hereto (the "Project Site"), and B. Assignor has obtained from the City certain development approvals and permits with respect to the development of the Project Site (collectively, the"Project Approvals"). C. Assignor intends to sell, and Assignee intends to purchase, that portion of the Project Site more particularly described in Exhibit "B" attached hereto (the "Transferred Property"). D. In connection with such purchase and sale,Assignor desires to transfer all of the Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property. E. Notice to City of such assignment is hereby given by Assignor. THEREFORE, the parties agree as follows: 1. Assignment. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee hereby accepts such assignment from Assignor. 2. Assumntion. Assignee expressly assumes and agrees to keep, perform, and fulfill all the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property, including without limitation those obligations specifically allocated to the Transferred Property as set forth on Exhibit "C" attached hereto. 388297v2 4. Remainder of Proiect. Any and all rights or obligations pertaining to such portion of the Project Site other than the Transferred Property are expressly excluded from the assignment and assumption provided in Sections 1 and 2 above. 5. Effective Date. The execution by City of the attached receipt for this Agreement shall be considered as conclusive proof of delivery of this Agreement and of the assignment and assumption contained herein. This Agreement shall be effective upon its recordation in the Official Records of San Bernardino County, California, provided that Assignee has closed the purchase and sale transaction and acquired legal title to the Transferred Property. 6. Release of Assignor. Pursuant to Section 3.3 of the Development Agreement, Assignor is hereby released as of the Effective Date from any and all liabilities or obligations under the Development Agreement relating to the Transferred Property. [SIGNATURE PAGES FOLLOW] 388297v2 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the dates set forth next to their signatures below. Date: "ASSIGNOR" TURNER REAL ESTATE INVESTMENTS, a California corporation By: Name: Title: Date: "ASSIGNEE" By: Name: Title: [Signature Page to Assignment and Assumption Agreement] 388297 ACKNOWLEDGMENT OF RECEIPT The undersigned hereby acknowledges receipt of the above Assignment and Assumption Agreement. CITY: CITY OF CHINO HILLS, a municipal corporation By: Name: Its: Date: ATTEST By: Name: Its: APPROVED AS TO FORM: By: Name: Its: [Signature Page to Assignment and Assumption Agreement) 388297 ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO ) On , 2014, before me, a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (SEAL) 388297v2 EXHIBIT D DEVELOPMENT IMPACT FEE SCHEDULE' Fee Category Land Use Unit 1 Amount of Fee Traffic Facilities Single-Family Dwelling Unit I $ 221 Multi-Family Dwelling Unit I 221 I Storm Drain Facilities Single-Family Dwelling Unit 1,218 I Multi-Family Dwelling Unit 1,218 I Commercial 1,000 SF 840 I Business Park 1,000 SF 633 Private Institutional 1,000 SF 840 I Public Institutional 1,000 SF 840 Commercial Recreation TBD General City Facilities Single-Family Dwelling Unit 1,791 Multi-Family Dwelling Unit 1,791 Private Institutional 1,000 SF 698 Commercial Recreation TBD Existing Infrastructure Single-Family Dwelling Unit 11,450 I Multi-Family Dwelling Unit 11,450 1 Commercial 1,000 SF 2,290 I Private Institutional 1,000 SF 2,290 I Business Park 1,000 SF 2,290 1 Public Institutional 1,000 SF 2,290 Commercial Recreation' 1 BD Parks and Recreation Facilities Single-Family Dwelling Unit 2,422 Multi-Family Dwelling Unit 2,422 Quimby In-Lieu Single-Family Dwelling Unit 867 Multi-Family Dwelling Unit 867 Sewer Single-Family Dwelling Unit 446 Multi-Family Dwelling Unit 446 Non-Residential Dwelling Unit Equivalents TBD (Table 2, Section 3.40.110) I 1 Water Facilities' Single-Family Dwelling Unit I 6,196 I Multi-Family Dwelling Unit I 4,337 Non-residential Per 1"meter I 6,196 I Non-residential Per 1 'A"meter I 9294 Non-residential Per 2"meter 19,827 Non-residential Per 3"meter 43,372 Non-residential Per 4"meter 74,352 Non-residential Per 6"meter 154,900 Non-residential Per 8"meter 223,056 Non-residential Per 10"meter 359,368 Non-residential Per 12"meter 495,680 ' This schedule is not a complete list of all fees and shall not be construed to limit the authority of City to charge normal and customary application,processing,and permit fees for land use approvals,building permits and other similar permits,which fees are designed to reimburse City's actual expenses attributable to such application,processing and permitting and are in force and effect on a City-wide basis at such time as said approvals and permits are granted by City. These fees include,but are not limited to,the City's Affordable Housing In-Lieu Fee,cost of the water meter and sewer lateral inspection. Additionally,Developer shall be required to pay all fees imposed by other governmental agencies with respect to the development of the Property. 'Not imposed if septic system is used. 3 Imposed at time of connection. ?4O7 1 2879 EN •I'SED e FILED in the office of the Secretary of State of the State of California CERTIFICATE OF AMENDMENT FEB Il 5 2011 OF ARTICLES OF INCORPORATION RUSTY TURNER hereby certifies that: 1. He is the President and the Secretary of Turner Development Corporation, a California corporation. 2. The Articles of Incorporation of this Corporation are hereby amended as follows: A. Article One is hereby amended to read as follows: "One: The name of the Corporation shall be: TURNER REAL ESTATE INVESTMENTS" B. The following Article is hereby added: "Five: (a) Limitation of Directors'Liability. The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. (b) Indemnification of Corporate Agents. This Corporation is authorized to provide indemnification of agents, as that term is defined in Section 317 of the California Corporations Code, in excess of that expressly permitted by said Section 317, for breach of duty to the Corporation and its shareholders,under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, to the fullest extent such indemnification may be authorized hereby pursuant to paragraph(11) of subdivision (a)of Section 204 of the California Corporations Code. (c) Amendment, Repeal or Modification. Any amendment,repeal or modification of the foregoing provisions of this Article Five shall not adversely affect any right or protection of an agent of the Corporation existing at the time of such amendment repeal or modification. If, after the effective date of this Article, California law is amended in a manner that permits a corporation to limit the monetary or other liability of its directors or to authorize indemnification of, or advancement of defense expenses to, its directors or other persons, in any such case to a greater extent than is permitted on such 919545.01/00 308898-00018 effective date, the references in this Article to 'California law' shall to that extent be deemed to refer to California law as so amended." 3. The foregoing amendment of the Articles of Incorporation has been duly approved by the board of directors of the Corporation. 4. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the Corporation is 1,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was 100%. I further declare under penalty of perjury un.--r t'" :,1. • the State California that the matters set forth in this certificate are true and co e ect off•1. n knowled e. Dated: February 1,2011 'TURD President and Secretary 919545 01/0C 308898-00018 "2' ,;»F;%,. I hereby certify lh9the taregoiny transcript of page(s) ?,,,,"4y, j is a full,true and correct copy of the y , original record In the custody of the TAT:4/ California Secretary of Slate's office. .-l-tf^S MAR 2 3 2011 Date: �� 51'� DEBRA BOWER Secretary of State