Loading...
11-12-2008 CC Rpt C01COUNCIL AGENDA STAFF REPORT CITY CLERK USE ONLY Meeting Date: November 12, 2008 ('} Public Hearing: td/ NOR E'i£'W —1, h l 8: Discussion Item: ❑ or .ox u' Consent Item: ❑ Jl+: ti`.Fit. ti(E it HILLS November 4, 2008 TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS FROM: CITY MANAGER SUBJECT: SHOPPES MIXED -USE —ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT (EIR) (SCH No. 2004111056), AMENDMENT #3 TO THE SHOPPES SPECIFIC PLAN 04-01, TENTATIVE PARCEL MAP 19152, AND DEVELOPMENT AGREEMENT RECOMMENDATION: Conduct a Public Hearing and based on the findings of fact: 1) Adopt the attached Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHINO HILLS ADOPTING THE ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT (SCH No. 2004111056), RE -ADOPTING THE STATEMENT OF OVERIDING CONSIDERATIONS, AND APPROVING THE TENTATIVE PARCEL MAP 19152 FOR THE SHOPPES MIXED -USE PROJECT. 2) Introduce an Ordinance entitled: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CHINO HILLS, CALIFORNIA APPROVING AMENDMENT #3 TO SPECIFIC PLAN 04-01 RELATIVE TO THE SHOPPES MIXED -USE PROJECT. 3) Introduce an Ordinance entitled: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CHINO HILLS, CALIFORNIA APPROVING THE DEVELOPMENT AGREEMENT RELATIVE TO THE SHOPPES MIXED -USE PROJECT. EXECUTIVE SUMMARY: In response to changes in market conditions and needs in the community since the completion of the original Specific Plan in 2005, the City, as the Applicant, is requesting an amendment (Amendment #3) to the Shoppes Specific Plan 04-01 to allow the following: November 12, 2008 Page 2 SUBJECT: SHOPPES MIXED -USE —ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT (EIR) (SCH No. 2004111056), AMENDMENT #3 TO THE SHOPPES SPECIFIC PLAN 04-01, TENTATIVE PARCEL MAP 19152, AND DEVELOPMENT AGREEMENT To change the "Shoppes Residential' land use designation to "Shoppes Mixed -Use". The change would permit a mix of multifamily residential, hotel, commercial (retail, restaurant and office) uses. 2. To allow an approximately 19,000-square foot community center to be located within the Park Residential district. To implement these changes, the project consists of four primary components: Approval of an Addendum to the Environmental Impact Report (EIR) (SCH No. 2004111056) and re -adoption of the Statement of Overriding Considerations for the Shoppes at Chino Hills Specific Plan. 2. Amendment #3 to the Shoppes Specific Plan 04-01 to designate the Shoppes Mixed -Use District, and plan for the community center. 3. Approval of Tentative Parcel Map 19152 that subdivides Parcel 1 of Parcel Map 17933 into two (2) parcels for the future development of the hotel, commercial/retail and residential uses within the Shoppes Mixed -Use project site. The size of Parcel 1 is 5.146 acres. The size of Parcel 2 is 3.028 acres. 4. Approval of a Development Agreement ("Agreement') prepared pursuant to Government Code 65865 between the City of Chino Hills and the future developer of the Shoppes Mixed -Use project site. At its meeting on October 21, 2008, the Planning Commission continued the public hearing on this project to October 29, 2008, to allow time for the Commissioners to review the information related to the EIR addendum for the project. The Planning Commission reviewed the project and had general questions regarding parking requirements, the new community center, landscape standards and the request to increase the overall building heights for the various proposed uses. DISCUSSION: The following section discusses pertinent planning issues of the project, including the Development Agreement, Tentative Parcel Map 19152 and the amendment to Specific Plan 04-01. Development Agreement: To implement the Shoppes Mixed -Use component, the City of Chino Hills is proposing to offer the site for sale subject to a Development Agreement for the purchase of the land, and its development with a mix of hotel, multifamily residential and retail/office uses. The Development Agreement, prepared pursuant to Government Code 65865, between the City of November 12, 2008 Page 3 SUBJECT: SHOPPES MIXED -USE —ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT (EIR) (SCH No. 2004111056), AMENDMENT #3 TO THE SHOPPES SPECIFIC PLAN 04-01, TENTATIVE PARCEL MAP 19152, AND DEVELOPMENT AGREEMENT Chino Hills and the future developer of the Mixed -Use project site, is included as part of this project. The Development Agreement outlines terms relative to the development of the Shoppes Mixed -Use project, such as the approved commercial/retail and hotel tenant lists. Through the Agreement, the City would vest the right of the future developer to develop the Shoppes Mixed -Use property in accordance with the project approvals, including Specific Plan 04-01 provisions, conditions of approval and mitigation measures. The offer of the site for sale will be conducted through a public bid, which was initiated on October 13, 2008 and is expected to be complete on January 13, 2009. Tentative Parcel Map: Tentative Parcel Map (TPM) 19152 subdivides Parcel 1 of Parcel Map 17933 into two (2) parcels for the future development of the hotel, commercial/retail and residential uses within the Shoppes Mixed -Use project site. The TPM is included as part of the project to facilitate the sale and expected subsequent development of the site. The size of Parcel 1 is 5.146 acres and the size of Parcel 2 is 3.028 acres. Specific Plan Amendment: Amendment #3 to Specific Plan 04-01 updates the development plan to provide for changes in market conditions and community needs since completion of the original Specific Plan in 2005. Changing market demands include the reduced demand for townhome and condominium type development, whereas, the success of the Shoppes Retail has accelerated demand for multifamily apartment -type housing, hotel and additional retail/office space. Finally, a 19,000 square foot community center is now proposed adjacent to the new community park and near the new Civic Center. This community center is to replace the center previously proposed on Pipeline Avenue, The Specific Plan Amendment would allow for the following uses by type and size on the proposed Shoppes Mixed -Use site: Shoaoes Mixed -Use Site • Commercial/Retail/Restaurant /Office: Up to 40,000 SF • Multi -Family Residential Up to 235 units • Hotel(s) Up to 300 rooms The Specific Plan also provides for changes to the development regulations for the Shoppes Mixed -Use area. These new Mixed -Use development regulations by use include: Retail • There shall be a minimum of 25,000 square feet (SF) of retail space, 10,000 SF of which shall be directly in front of the City's parking structure. November 12, 2008 Page 4 SUBJECT: SHOPPES MIXED -USE —ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT (EIR) (SCH No. 2004111056), AMENDMENT #3 TO THE SHOPPES SPECIFIC PLAN 04-01, TENTATIVE PARCEL MAP 19152, AND DEVELOPMENT AGREEMENT • 80% of the retail space shall be for retail use only and shall be from an agreed upon list of tenants to be specified in the Development Agreement. The remaining 20% of the retail space can be for office use. • Second floor space above the retail space in the building adjacent to the City's Parking Structure shall be able to be developed as 100% office space, if it can be parked according to the guidelines established for the Shoppes Mixed Use area. • The landscaping design, palette, and size at the Mixed -Use site shall match the landscaping in place at the existing Shoppes Retail along City Center Drive and Shoppes Drive. • Retail shall be subject to the Site Development Permit approval. Hotel • There shall be a minimum of 100 hotel rooms. • Hotel amenities shall include business center and swimming pool at a minimum. • A minimum of 10% of the Mixed -Use hotel area shall be landscaped. This area may include planted areas, enhanced hardscape, parking and open space areas. • Hotel shall be subject to the Site Development Permit approval. Residential • There shall be a minimum of 175 residential units (This minimum may be reduced if necessary to accommodate shared parking). • Residential amenities shall include swimming pool, barbeque area and meeting/activity room at a minimum. • Balconies and patio areas are strongly encouraged with the residential buildings to provide architectural relief and to provide for open space throughout the project. • The landscaping design, palette, and size at the Mixed -Use site shall match the landscaping in place at the existing Shoppes Retail along City Center Drive and Shoppes Drive. All Mixed -Use • Shared parking shall be permitted between hotel/retail/residential, pursuant to a shared parking study and agreement, approved by the City Manager or designee. To the extent there is ambiguity or parking is short, a reduction in the number of residential units may be necessary. Under no circumstance shall there be a reduction in the minimum amount of retail space or minimum number of hotel rooms to meet shared parking requirements. • No parking shall be permitted on Shoppes Drive. The Specific Plan Amendment would allow for the following uses by type and size on the proposed Parks Residential site: November 12, 2008 Page 5 SUBJECT: SHOPPES MIXED -USE —ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT (EIR) (SCH No. 2004111056), AMENDMENT #3 TO THE SHOPPES SPECIFIC PLAN 04-01, TENTATIVE PARCEL MAP 19152, AND DEVELOPMENT AGREEMENT Parks Residential Site • Multi -Family Residential Up to 125 units • Community Center 19,000± SF The current Specific Plan allows for community center use but does not provide specific provisions regarding the size and location. The Specific Plan Amendment would specify that the community center will be approximately 19,000 square feet and located on the Park Residential Site. ENVIRONMENTAL ASSESSMENT An Addendum to the Environmental Impact Report (EIR) (SCH No. 2004111056) for The Shoppes at Chino Hills Specific Plan has been prepared for the project in accordance with the California Environmental Quality Act (CEQA) as amended (Public Resources Code Section 21000 et seq.) and the CEQA Guidelines (California Administrative Code, Title 14, Section 15000 et seq.). In accordance with Section 15164(a) of the CEQA Guidelines, the Addendum to the EIR has been prepared because the project requires changes and/or additions to the previously certified EIR; however, none of these would create a new or more significant impact. PUBLIC COMMENTS: No public comments have been received to date PLANNING COMMISSION ACTION The Planning Commission recommended approval of the Shoppes Mixed -Use project to the City Council with a unanimous vote 4-0 at their public hearing on October 29, 2008. The action included recommendation of approval to the City Council, the addendum to EIR (SCH No. 2004111056) and re -adoption of the Statement of Overriding Consideration, amendment to Specific Plan 04-01, Tentative Parcel Map 19152, and a Development Agreement. REVIEW BY AFFECTED DEPARTMENTS:, This item has been reviewed by the City Engineering Department and the City Attorney's Office. FISCAL IMPACT: The proposed project will require services typically provided to all residential, commercial, office, and hotel developments within the City. The project will also provide enhanced revenue to the City. November 12, 2008 Page 6 SUBJECT: SHOPPES MIXED -USE —ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT (EIR) (SCH No. 2004111056), AMENDMENT #3 TO THE SHOPPES SPECIFIC PLAN 04-01, TENTATIVE PARCEL MAP 19152, AND DEVELOPMENT AGREEMENT R'Ospectfully submitted, V Dou as . LaBelle, City Manager Attachments: Errata Sheet Resolution — TPM and EIR Addendum Ordinance — Development Agreement Ordinance — SPA Conditions of Approval Exhibit "A" — Development Agreement Exhibit "B" — Tentative Parcel Map Exhibit "C" — Specific Plan Amendment Exhibit "D" — EIR Addendum Planning Commission Staff Report dated Affidavit of Mailing Public Notice Mailing List Recommended by: Christine Kelly, Community Development Director October 29, 2008 (without attachments) Errata Sheet Amendment to Specific Plan 04-01 for the Shoppes at Chino Hills Specific Plan Specific Plan 04-01 Add to Section 2.3.3.1 on page The drainage from the retail building adjacent to the parking structure (along City Center Drive) is proposed for discharge into the City owned drainage system and the water quality and retention mitigation requirements only apply to Parcel 1 of PM 17933. 2. Amend the last sentence in Paragraph A of Section 3.4.2 on page 75 to add a maximum size of the specialty grocery store as follows, " .... Specialty grocery stores and specialty food establishments that do not exceed 25,000 square feet are also permitted." Amend Section K, Required Landscaping, of Table 3-6 to read, "Minimum 10% (may include planted areas, enhanced hardscape, parking and open space areas)". 4. Amend Section 3.4.3.4(B) on page 80 to add a sentence at the end of the paragraph to require that the hotel component requires a Site Development Permit. S. Amend Section 3.4.3.8 A and B, page 81 to read, "The maximum height of walls, including retaining within the building setbacks shall be a maximum of six feet in height." Additionally, the typographical error of (6") is to be corrected to indicate 6'. 6. Amend the fast paragraph under section 4.13.11, page 166, related to Prohibited Signage to read, "Such signage is may be allowed to be used at the Shoppes Mixed Use on a temporary basis. Such signage shall be approved by the Community Development Director or designee. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHINO HILLS ADOPTING THE ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT (SCH No. 2004111056), RE -ADOPTING THE STATEMENT OF OVERIDING CONSIDERATIONS, AND APPROVING THE TENTATIVE PARCEL MAP 19152 FOR THE SHOPPES MIXED -USE PROJECT NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CHINO HILLS DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The City Council does hereby make the following findings of fact: a. The project applicant, the City of Chino Hills, requested approval of an Addendum to EIR (SCH No. 2004111056) and Tentative Parcel Map19152, for the Shoppes Mixed -Use project. b. The property is approximately 8.20 acres (357,200 sq. ft.) and is generally located southeast of Grand Avenue and Peyton Dive, and is legally described as a portion of Map Book 1024, page 022, parcels 17 and 18, as shown on the latest rolls of San Bernardino County Tax Assessor. C. The property is designated as Specific Plan on the General Plan and is zoned Specific Plan 04-01. The City of Chino Hills proposes a Tentative Parcel Map 19152 that subdivides Parcel 1 of Parcel Map 17933 into two (2) parcels for the future development of the hotel, commercial/retail and residential uses within the Shoppes Mixed -Use project site. e. An Addendum to the Environmental Impact Report (EIR) (SCH No. 2004111056) for The Shoppes at Chino Hills Specific Plan has been prepared for the project in accordance with the California Environmental Quality Act (CEQA) as amended (Public Resources Code Section 21000 et seq.) and the CEQA Guidelines (California Administrative Code, Title 14, Section 15000 et seq.). In accordance with Section 15164(a) of the CEQA Guidelines, the Addendum to the EIR has been prepared because the project requires changes and/or additions to the previously certified EIR; however, none of which would create a new or more significant impact. f. The Addendum to the EIR concluded that with inclusion of recommended mitigation measures and City conditions of approval, all adverse 1 of 5 environmental impacts associated with the project, with one exception, woulc be reduced to less than significant levels; the exception is air quality, although the Specific Plan Amendment reduces the air quality emissions for the overall project, the project construction, operational and cumulative air quality impacts would still exceed thresholds established by the Southern California Air Quality Management District (SCAQMD) despite recommended mitigation; consequently, these air quality impacts would remain significant and unavoidable. g. The Planning Commission reviewed the proposed project on October 29, 2008 and recommended approval of the project to the City Council. h. The City Council of the City of Chino Hills held a duly noticed public hearing on November 12, 2008, for the addendum to EIR (SCH No. 2004111056) and the project; and at the conclusion of the public hearing, the City Council adopted the Resolution approving the addendum to EIR, re -adopted the Statement of Overriding Considerations and approved Tentative Parcel Map 19152 for the Shoppes Mixed -Use project. SECTION 2. Based upon oral and written testimony and other evidence received at the public hearings held for the project, and upon studies and investigations made by the City Council and on its behalf, the City Council finds that the Addendum to EIR (SCH No. 2004111056) has been prepared in compliance with the California Environmental Quality Act of 1970, as amended, and the Guidelines promulgated there under; and further, the City Council finds that in considering the record as a whole (including the EIR, re -adoption of the Statement of Overriding Consideration and Mitigation Monitoring Report), overall community benefit of the project outweigh potential environmental impacts relative to air quality impacts. SECTION 3. Based on the evidence and oral and written testimony presented during the public comment period and at the public hearings, the City Council hereby makes the following findings of fact for Tentative Tract Map No. 19152: a. FINDING: The proposed subdivision, together with the provisions for its design and conceptual improvements, is consistent with the General Plan. FACT: The proposed subdivision meets the minimum development standards as required by the Mixed -Use designation within Specific Plan 04- 01 and the General Plan; therefore, the Tentative Parcel Map No. 19152 is consistent with the General Plan. b. FINDING: The site is physically suitable for the type and proposed density of development. 2 of 5 FACT: The proposed subdivision meets the minimum development standards as required by the Mixed -Use designation within Specific Plan 04- 01 and the General Plan; therefore, the site is physically suitable for the proposed density of the proposed development. G. FINDING: The design of the subdivision or the proposed conceptual improvements are not likely to cause substantial environmental damage or substantially or avoidably injure fish or wildlife or their habitat. FACT: In accordance with the California Environmental Regulations, Title 14, Section 15000 et seq., and the rules, regulations, and procedures for implementing the California Environmental Quality Act (CEQA) Guidelines as adopted by the City of Chino Hills a determination has been made that the proposed project has incorporated adequate mitigation and will not have a significant impact on the environment, and an addendum to EIR (SCH No. 2004111056) and the re -adoption of the Statement of Overriding Consideration are recommended for approval. FINDING: The design of the subdivision or the proposed improvements are not likely to cause serious public health problems. FACT: The design of the entire parcel map was reviewed for compliance with the Specific Plan and the Uniform Building Code (UBC) health and safety standards. Any proposed development on the site will be reviewed and approved in accordance with the Specific Plan, Chino Hills Development Code and UBC health and safety standards. e. FINDING: The design of the subdivision or the type of improvements will not conflict with easements acquired by the public at large for access through or use of property within the proposed subdivision. FACT: The design of the subdivision has considered existing easements and additional dedications required for the Tentative Parcel Map No. 19152. f. FINDING: The design of the subdivision provides to the extent feasible, passive or natural heating and cooling opportunities. FACT: Natural heating and cooling opportunities will be considered during the construction plan check process for the buildings proposed within the Project. g. FINDING: The proposed subdivision of land, its design, density and type of development and improvements conform to the regulations of the Development Code and the regulations of any public agency having jurisdiction by law. 3 of 5 FACT: The proposed subdivision is consistent with the zoning designation of Specific Plan 04-01 and accompanying development agreement in that the minimum required lot size and the minimum required lot dimensions are met. SECTION 4. The City Council of the City of Chino Hills does hereby adopt the Addendum to the EIR (SCH No. 2004111056) and re -adopt the Statement of Overriding Considerations and approves Tentative Parcel Map 19152 for the Shoppes Mixed -Use project, based on the findings included within this resolution and subject to the Conditions of Approval incorporated herein by reference. SECTION 5. The City Clerk shall certify to the adoption of this resolution. ADOPTED AND APPROVED this 12th day of November, 2008. ATTEST: MARY MCDUFFEE, CITY CLERK APPROVED AS TO FORM: MARK HENSLEY, CITY ATTORNEY CURT HAGMAN, MAYOR 4 of 5 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) ss. CITY OF CHINO HILLS ) I, MARY MCDUFFEE, City Clerk of the City of Chino Hills, do hereby certify that the foregoing Resolution 0813- , was duly passed and adopted at a regular meeting of the Chino Hills City Council held on the 12th day of November, 2008 by the following roll call vote, to wit: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: (SEAL) MARY MCDUFFEE, CITY CLERK 5of5 ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CHINO HILLS, CALIFORNIA APPROVING THE DEVELOPMENT AGREEMENT RELATIVE TO THE SHOPPES MIXED -USE PROJECT. THE CITY COUNCIL OF THE CITY OF CHINO HILLS DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. The City Council does hereby make the following findings of fact: The project applicant, the City of Chino Hills, requested approval of Development Agreement (Agreement) relative to the Shoppes Mixed -Use Project. Through the Agreement, the City would vest the right of the future developer to develop the Shoppes Mixed -Use property in accordance with the project approvals, including Specific Plan 04-01 provisions, conditions of approval and mitigation measures. b. The property is designated as Specific Plan on the General Plan and is zoned Specific Plan 04-01. - C. The Agreement primarily addresses the development of the Shoppes Mixed -Use Site, located generally southeast of Grand Avenue and Peyton Drive. d. An Addendum to the Environmental Impact Report (EIR) (SCH No. 2004111056) for The Shoppes at Chino Hills Specific Plan has been prepared for the project in accordance with the California Environmental Quality Act (CEQA) as amended (Public Resources Code Section 21000 et seq.) and the CEQA Guidelines (California Administrative Code, Title 14, Section 15000 et seq.). In accordance with Section 15164(a) of the CEQA Guidelines, the Addendum to the EIR has been prepared because the project requires changes and/or additions to the previously certified EIR; however, none of which would create a new or more significant impact. e. The Planning Commission reviewed the proposed project on October 29, 2008 and recommended approval of the project to the City Council. 1 of 4 The City Council of the City of Chino Hills held a duly noticed public hearing on November 12, 2008 at which time all interested persons were given an opportunity to testify regarding in support of, or in opposition to the proposed Agreement; and at the conclusion of the public hearing, the City Council introduced the Ordinance for the Shoppes Mixed -Use Development Agreement. SECTION 2. Based upon oral and written testimony and other evidence received at the public hearing held for the project, and upon studies and investigations made by the City Council and on its behalf, the City Council does find that pursuant to Government Code Section 65865 et seq., the 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; and that the Agreement is in the best interest of the City of Chino Hills as they will address City objectives, including: (a) Fulfill long-term economic and social goals for City and the community; (b) Provide fiscal benefits to City's general fund in terms of increased employment, property, transient occupancy, and sales tax revenues; (c) Provide hotel, residential and commercial facilities within the City, (d) Provide both short-term construction employment and long-term permanent employment within City; (e) Create a development that is consistent architecturally with the adjacent Shoppes at Chino Hills lifestyle retail center. SECTION 3. The City Council of the City of Chino Hills does hereby approve the Development Agreement in the form attached hereto Exhibit "A relative to the Shoppes Mixed -Use Project, based on the findings included within this ordinance and the Conditions of Approval. 2 of 4 SECTION 4. The City Clerk shall certify as to the adoption of this ordinance. PASSED, APPROVED and ADOPTED this 12th day of November, 2008. ATTEST: MARY M. McDUFFEE, CITY CLERK APPROVED AS TO FORM: MARK D. HENSLEY, CITY ATTORNEY CURT HAGMAN, MAYOR 3 of 4 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) ss. CITY OF CHINO HILLS I, MARY MCDUFFEE, City Clerk of the City of Chino Hills, do hereby certify that the foregoing Ordinance No. _ was duly passed and approved at a regular meeting of the Chino Hills City Council held on the 12th day of November, 2008 by the following roll call vote, to wit: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: (SEAL) 4 of 4 MARY MCDUFFEE, CITY CLERK ORDINANCE NO. — AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CHINO HILLS, CALIFORNIA APPROVING AMENDMENT #3 TO SPECIFIC PLAN 04-01 RELATIVE TO THE SHOPPES MIXED -USE PROJECT THE CITY COUNCIL OF THE CITY OF CHINO HILLS DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. The City Council does hereby make the following findings of fact: a. The project applicant, The City of Chino Hills, requested approval of amendment #3 to Specific Plan 04-01 for the Shoppes Mixed -Use project. The property is approximately 8.20 acres (357,200 sq. ft.) and is generally located southeast of Grand Avenue and Peyton Dive, and is legally described as a portion of Map Book 1024, page 022, parcels 17 and 18, as shown on the latest rolls of San Bernardino County Tax Assessor. C. The property is designated as Specific Plan on the General Plan and is zoned Specific Plan 04-01. d. The City of Chino Hills proposes an amendment to Specific Plan 04-01 to allow for a mixed -use development, which includes permitting the development of a mix of uses that include commercial/retail, office, apartments, hotel and community center uses. Also, the City proposes various development standards to be revised to allow for an urban mixed - use development. e. An Addendum to the Environmental Impact Report (EIR) (SCH No. 2004111056) for The Shoppes at Chino Hills Specific Plan has been prepared for the project in accordance with the California Environmental Quality Act (CEQA) as amended (Public Resources Code Section 21000 et seq.) and the CEQA Guidelines (California Administrative Code, Title 14, Section 15000 et seq.). In accordance with Section 15164(a) of the CEQA Guidelines, the Addendum to the EIR has been prepared because the project requires changes and/or additions to the previously certified EIR; however, none of which would create a new or more significant impact. f. The Planning Commission reviewed the proposed project on October 29, 2008 and recommended approval of the project to the City Council. 1 of 5 g. The City Council of the City of Chino Hills held a duly noticed public hearing on November 12, 2008, for Amendment #3 to Specific Plan 04- 01; and at the conclusion of the public hearing, the City Council introduced the Ordinance for Amendment #3 to Specific Plan 04-01 for the Shoppes Mixed -Use project. SECTION 2. Based on the evidence and oral and written testimony presented during the public comment period and at the public hearings, the City Council hereby makes the following findings of fact for Amendment #3 to Specific Plan 04-01, are consistent with Section 16.64 of the Development Code, as follows: a. FINDING: That the proposed amendments are in the public interest and that there will be a community benefit resulting from the amendments: FACT: The project will positively enhance the economic vitality in the City of Chino Hills by establishing an amended Specific Plan to allow for the development of a mixed -use project that includes uses such as, commercial/retail, hotel, multi -family dwelling units and a community center within the Shoppes Mixed -Use development. The Shoppes at Chino Hills is a place where people will be encouraged to live, work, shop and recreate within the overall project site. The Shoppes Mixed -Use project will be developed with the highest and best use for the site. b. FINDING: That the proposed amendments are consistent with the goals, policies and objectives of the General Plan: FACT: The project includes Specific Plan amendments which have been thoroughly reviewed through the environmental and planning process, and have been found to be consistent with the goals, polices and objectives of the General Plan. c. FINDING: That the proposed amendments will not conflict with provisions of the Development Code, or any other provision: FACT: The project proposes the adoption of a Specific Plan amendment for the project site which is consistent with the General Plan, Development Code, and Specific Plan as adopted. The amendment includes allowing up to 40,000 s.f. of commercial/retail, up to 235 multi -family dwelling units, up to 300 hotel rooms, and a 19,000 s.f. community center. d. FINDING: In the event that the proposed amendments are a change to the land use policy map that the amendment will not adversely affect surrounding properties. 2 of 5 FACT: The proposed amendments will change the land use policy map; however, such changes have been carefully reviewed through the project environmental and planning process, and they will not adversely affect surrounding properties. e. FINDING: With respect to all applications which seek to increase density for Singe -Family Detached Residential Development projects, a fiscal impact analysis is required. FACT: The proposed amendments do not provide for a provision of single-family detached residential development; consequently, a fiscal impact analysis is not required. SECTION 3. The City Council of the City of Chino Hills does hereby introduce Amendment #3 to Specific Plan 04-01 relative to the Shoppes Mixed -Use project, based on the findings included within this ordinance. 3of5 SECTION 4. The City Clerk shall certify as to the adoption of this ordinance. PASSED, APPROVED, AND ADOPTED this 12th day of November, 2008. ATTEST: MARY MCDUFFEE, CITY CLERK APPROVED AS TO FORM: MARK HENSLEY, CITY ATTORNEY CURT HAGMAN, MAYOR 4 of 5 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO CITY OF CHINO HILLS 1, MARY MCDUFFEE, City Clerk of the City of Chino Hills, do hereby certify that the foregoing Ordinance No. _ was duly passed and adopted at a regular meeting of the Chino Hills City Council held on the 12th day of November, 2008 by the following roll call vote, to wit: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: (SEAL) 5of5 MARY MCDUFFEE, CITY CLERK CITY OF CHINO HILLS Conditions of Approval The Shoppes Mixed -Use Project Case Nos.: Development Agreement, Tentative Parcel Map �nroE�«woHrU 19152, and Amendment #3 to Specific Plan 04-01 Southeast corner of Grand Avenue and Peyton Drive PLANNING DIVISION ON GOING CONDITIONS / GENERAL REQUIREMENTS: The applicant and its successors in interest shall indemnify, protect, defend (with legal counsel reasonably acceptable to the City), and hold harmless, the City, and any agency or instrumentality thereof, and its elected and appointed officials, officers, employees, and agents from and against any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs, and expenses of whatever nature, including reasonable attorney's fees and disbursements (collectively "Claims") arising out of or in any way relating this project, any discretionary approvals granted by the City related to the development of the project, or the environmental review conducted under California Environmental Quality Act, Public Resources Code Section 21000 et sea., for the project. If the City Attorney is required to enforce any conditions of approval, all costs, including attorney's fees, shall be paid for by the applicant. 2. Prior to any demolition, clearing, grubbing or grading or as otherwise appropriate, the applicant shall demonstrate compliance with all of the appropriate Mitigation Measures as contained within the Mitigation Monitoring Report of the Shoppes at Chino Hills, Chino Hills Community Park and Civic Center Final Project Environmental Impact Report adopted August 23, 2005. 3. The applicant shall deposit sufficient funds with the City to administer and implement the projects Conditions of Approval and Mitigation Measures. 4. The development of the project shall be in substantial compliance with the plans and Specific Plan 04-01 as approved by the City Council. The City shall have the ability to modify the site plan and elevations administratively subject to the project meeting the development standards within Specific Plan 04-01. 5. Mandatory solid waste disposal services shall be provided by a City approved waste hauler to all parcels/tots or uses affected by approval of this project. 6. Parking shall be prohibited in driveways leading to all garages. This provision shall be included in the project CC&Rs City of Chino Hills 1 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval 7. All individual unit garages shall be maintained and be usable as parking spaces at all times. Within parking structures, all designated parking spaces shall be maintained and be usable as parking spaces at all times. (Amended by the Planning Commission 10/29108). 8. All utility equipment at ground level shall be screened with landscaping and/or other screening methods as approved by the Community Development Director. 9. All walls on the perimeter and within the development shall be constructed of masonry or other City -approved non -wood material. All walls and fences shall be decorative. Pilasters will be required at all lot lines and at 50-foot intervals or closer as a minimum, or as determined by the Community Development Director. Pilasters shall have decorative caps. Walls shall provide interest, texture and have a decorative cap. Precision block will not be allowed as a majority field. 10. Signs proposed for the project shall be designed to be consistent with the Shoppes sign program and shall require a separate application and approval by the Community Development Director. 11. The Applicant recognizes the City's mandate to comply with its Regional Housing Needs Assessment and the City's related General Plan and Zoning requirements. Therefore, the Applicant shall contribute $1.00 per square foot of livable area for each new residential dwelling unit, not to exceed $1,000 for new multi -family residential units. The applicant shall pay the dollar amount referenced above, or as stated in the City's adopted affordable housing program in place at the time of occupancy (whichever is less) towards the City's affordable housing program which is due prior to the occupancy of each unit. 12. The affordability requirements specified in Condition of Approval #11, above, shall be recorded in a separate covenant against the property prior to certificate of occupancy. 13. The applicant shall comply with the conditions in the transmittal from the Chino Valley Independent Fire District Permit # 12846. 14. The Shoppes Specific Plan 04-01 shall be amended per the Errata Sheet as approved by the Planning Commission. (Amended by the Planning Commission 10/29108). LANDSCAPE DEVELOPMENT 15. Except as modified in Specific Plan 04-01, all landscape architecture documents and landscape construction shall comply with the City of Chino Hills Landscaping and Lighting Manual 1992. (Amended by the Planning Commission 10129/08). City of Chino Hills 2 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval 16. All landscape architecture documents, used as part of the entitlement and landscape construction process, shall be designed by a registered landscape architect licensed by the State of California. 17. All future changes, to the landscape architecture documents after City approval, shall be reviewed by the City for conformance to all laws and regulations for governing the City. Minor changes may be outlined within the applicant's memorandum of design alteration and accepted by the City. The applicant shall resubmit major changes for review and approval. 18. The Mixed -Use overall landscaping and lighting shall be similar in design, palette, and size with the existing Shoppes Retail, specifically along City Center Drive and Shoppes Drive. 19. Trees are prohibited within 5 feet of the outside diameter of any public utility. IN CONJUNCTION WITH THE SUBMITTAL OF PRECISE GRADING PERMITS: PLANNING DIVISION 20. In conjunction with the submittal of grading plans a Horizontal Control Plan shall be submitted and approved. PRIOR TO THE ISSUANCE OF PRECISE GRADING PERMITS: PLANNING DIVISION 21. Plague has been shown to be endemic to the Chino Hills area. The disease is carried by fleas on wild rodents, including ground squirrels. It is known that ground squirrels are currently in the Chino Hills area; therefore, prior to any grading for land development, the following control measures shall be completed: A. A survey of the subject area by a qualified vector biologist or biologist for the presence of ectoparasites and ground squirrel numbers shall be completed and submitted to the San Bernardino County Vector Control. B. If it is determined by the survey that the number of ground squirrels is high, then prior to grading, a control program to include ectoparasite suppression immediately followed by a rodent suppression program shall be performed. City of Chino Hills 3 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval 22, A qualified archaeological/vertebrate paleontological monitor shall be present to salvage cultural (archaeological/paleontological) resources if any resources are found during earthmoving activities. Arrangements to monitor grading and salvage cultural resources shall be made at a pre -grade meeting between the monitor, grading contractor, Planning project manager, and Building Official. The monitor shall have the authority to halt and redirect grading activities to allow removal of specimens. The monitor shall be responsible for specimen preparation, curation, and a report of findings according to the standards of the County Museum Curator of Earth Sciences submitted to the County Museum and the City. This requirement may be waived if the Curator of Earth Sciences for the San Bernardino County Museum states in writing that such monitoring is not warranted, or if it can be proven to the satisfaction of the Community Development Director that the monitoring is not warranted. LANDSCAPE DEVELOPMENT 23. All landscape architecture documents shall be submitted to the Community Development Department. 24. A "Landscape Documentation Package" shall be prepared for the Community Development Department's review and approval. The "Package" shall comply with all applicable requirements of the State of California's Water Conservation in Landscaping Act, Assembly Bill 325. (California Government Code Section 65591 — 65600 and Division 2 Title 23 California Code of Regulations Chapter 2.7 Sections 490-495.) (Amended by the Planning Commission 10/29108). 25. All landscape irrigation shall use recycled water, where available. 26. All vehicular sight line triangles shall be shown on the landscape construction planting plans. PRIOR TO RECORDATION OF FINAL MAP: COMMUNITY DEVELOPMENT 27. A portion of this project is currently within Community Facilities District (CFD) No. 2. The property will be subject to Special Tax A and Special Tax B, Mello Roos pursuant to the Rate and Method of Apportionment. (Amended by the Planning Commission 10/29108). 28. All parcels within the development that is within an Assessment District must complete an Application to Apportion Special Assessments and submit a deposit to cover processing costs. City of Chino Hills 4 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval 29. In -lieu park fees will be determined by the Community Development Department and will be due prior to recordation of the Final Map. PLANNING DIVISION 30. A Composite Development Plan (CDP) shall be submitted to the City for review and approval. The CDP shall comply with all Specific Plan 04-01 and Development Code requirements. 31. The building setback lines shall be drawn and noted on the Composite Development Plan in accordance with the required setback dimensions. 32. Covenants, Codes and Restrictions (CC&R's ) shall be submitted to the City for review and approval. The CC&R's shall include applicable items specified in these Conditions of Approval. PRIOR TO THE ISSUANCE OF BUILDING PERMITS: COMMUNITY DEVELOPMENT DEPARTMENT 33. The development is subject to all appropriate fees, charges, deposits for services to be rendered, and securities required pursuant to Resolution No. 93R-37, as amended or superseded prior to final inspection. 34. The development is subject to Ordinance No. 109, requiring payment of Facilities Impact Fees, as amended or superseded prior to the issuance of building permits. 35. The applicant shall provide certification from the appropriate school district as required by California Government Code Section 53080(b) that any fee, charge, dedication or other form or requirement levied by the governing board of the district pursuant to Government Code Section 53080(a) has been satisfied. PLANNING DIVISION 36. The applicant shall submit a photometric lighting plan, using the specific fixtures, light source (type) and wattage for the on -site lighting, showing that there is no light spillover beyond the project property line for review and approval by the Community Development Department. 37. An acoustical study shall be completed to assess noise levels at the hotel project prior to issuance of a Site Development Permit. The study shall demonstrate that interior noise levels for habitable rooms will not exceed 45 CNEL; and that if exterior portions of the hotel are sited within the 75 dBA CNEL zone, mitigation acceptable to the Community Development Director and City Engineer shall be required to ensure compliance with City noise standards. City of Chino Hills 5 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval 38. An acoustical study shall be completed to assess noise levels at the residential components of the project prior to the approval of a Site Plan Review. The study shall demonstrate that interior noise levels will not exceed 45 CNEL; and that if exterior portions of the residential project are sited within the 70 dBA CNEL zone, mitigation acceptable to the Community Development Director and City Engineer shall be required to ensure compliance with City noise standards. 39. All exterior lighting shall be task oriented and downward directed to reduce light glare to the maximum extent possible. All photometric values at the parcel line shall be no higher than 0.2 foot-candles except in the shared parking lot. Light shields shall be used to block light and reduce foot- candle amounts off -site. Style of light fixtures shall match the Shoppes Retail. (Amended by the Planning Commission 10/29/08). 40. The applicant shall submit a sign program for the Project for review and approval by the Community Development Director. The program shall require the director to co -approve the font and color of individual signs. The plan shall also identify the colors, materials and detailed dimensions for the Project signs. 41. Contractors and sub -contractors for the applicant shall obtain a City business license; show proof of a valid State Contractor's License and a valid Certificate of Worker's Compensation. 42. All fencing adjacent to parking or drive aisles shall be screened from base to 42" vertical with masonry materials, to protect adjacent properties from exposure to car head and tail lights. The applicant shall submit plans for the fence screening for review and approval of the Community Development Director. PRIOR TO OCCUPANCY: PLANNING DIVISION 43. Projects subject to a building permit shall have all required on and off -site improvements, required for each phase, completed and approved prior to final inspection of any buildings or structures. The term "phase" as used here shall mean the following: "The block of building permits drawn on less than the whole project" or "A plan of building construction which indicates blocks of construction of less than the whole project". In each phase, the installation of any on off -site improvements shall be sufficiently completed so as to assure protection from storm or drainage run off, a safe and driveable access for fire and safety, and the ordinary and intended use of the buildings or structures. The Community Development Director, with the concurrence of the Engineering Division, may approve any plan or approve a change to an approved plan, which complies with the intent of this policy. City of Chino Hills 6 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval 44. All recycled water service is subject to compliance with all rules, regulations, and conditions of all regulatory agencies and payment for all charges and fees in effect at the time service is applied for. 45. All Trust Deposit Accounts shall show no deficits. All deficits shall be paid in full prior to issuance of Occupancy. LANDSCAPE DEVELOPMENT 46. Landscape construction shall be installed and deemed complete by the City. 47. If recycled water is provided, then a Recycled Water Operational Plan and Engineers report shall be submitted for review and approval by the City and Department of Environmental Health Services. The report shall be pursuant to the Department of Health Services, "Guidelines for the Preparation of an Engineering report for the Production, Distribution and Use of Recycled Water" POLICE DEPARTMENT 48. All addresses shalt be clearly visible from the street and the numbering system shall be in sequence. BUILDING AND SAFETY DIVISION PRIOR TO ISSUANCE OF ROUGH GRADING PERMIT Residential Comuonent 49. All walls and retaining structures necessary to complete the rough grading shall be submitted to the Building Division for review and approval prior to issuance of rough grading permit. 50. The entire site shall be fenced off with a temporary chain link fencing with a green fabric backing. The fencing shall remain in place and shall be maintained in good appearance until the project has been completed, or until such time as determined by the Building Official. PRIOR TO THE SUBMITTAL OF PRECISE GRADE /BUILDING PLANS: 51. Two approved, signed and wet stamped as graded soils reports, shall be submitted at the time of precise grade plan check submittal. No building plans will be accepted for structural/architectural plan review without an approved as graded soils report. 52. Certification of Rough Grade shall be submitted on approved City form. Rough Grading Permit shall be finaled. City of Chino Hills 7 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval 53. All drainage shall be collected by on -site storm drains. No drainage shall enter the street. 54. Precise Grading Plans shall comply with and incorporate all items of the approved Site Plan. Precise plans shall incorporate all site development for review, including access compliance, private storm drain, private sewer and private water, all easements, fire service line, site electrical, parking, trash enclosures, landscape areas, utility vaults, light standards, buildings, etc. 55, All roof drainage (except overflow) shall be collected by concealed roof drains and conducted under ground to on -site storm drains. No roof drainage shall flow over sidewalks or parking areas. PRIOR TO THE ISSUANCE OF BUILDING PERMIT: 56. Certification of precise grade and compaction shall be submitted on approved City form. 57. Ali structures over 5,000 square feet shall be required an automatic fire sprinkler system. Automatic fire sprinkler systems shall comply with the 1997 Uniform Building Code. 58. Plans shall incorporate any and all water conservation requirements contained within the City of Chino Hills Development Code and the Uniform Plumbing Code. 59. Project shall comply with SB1025. A minimum of 10 percent of the units shall: A. Have the primary entrance to the unit on an accessible route of travel. B. At least one bathroom shall be located on the primary entry level served by the accessible route of travel. C. All rooms or spaces located on the primary entry level served by the accessible route of travel shall comply with the provisions of CBC Ch. 11A D. Common use areas shall be accessible as required by CBC Ch. 11B PRIOR TO FOUNDATION INSPECTION: 60. Certification of building location and elevation, wet stamped and signed by the Civil Engineer of record shall be provided prior to foundation inspection. PRIOR TO OCCUPANCY: 61. All utilities and circulation elements necessary to serve the building shall be installed, and accepted prior to final inspection City of Chino Hills 8 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval 62. Sign offs from all applicable City Divisions/Departments and outside agencies shall be obtained prior to any final inspection or utility releases. 63. All applicable planting, irrigation, walls, and improvements required prior to commencement of operation shall be installed. BUILDING AND SAFETY DIVISION PRIOR TO ISSUANCE OF ROUGH GRADING PERMIT Commercial Comoonent 64. All walls and retaining structures necessary to complete the rough grading shall be submitted to the Building Division for review and approval prior to issuance of rough grading permit. 65. The entire site shall be fenced off with a temporary chain link fencing with a green fabric backing. The fencing shall remain in place and shall be maintained in good appearance until the project has been completed, or until such time as determined by the Building Official. PRIOR TO THE SUBMITTAL OF PRECISE GRADE /BUILDING PLANS: 66. Two approved, signed and wet stamped as graded soils reports, shall be submitted at the time of precise grade plan check submittal. No building plans will be accepted for structural/architectural plan review without an approved as graded soils report. 67. Certification of Rough Grade shall be submitted on approved City form. Rough Grading Permit shall be finaled. 68. All drainage shall be collected by on -site storm drains. No drainage shall enter the street. 69. Precise Grading Plans shall comply with and incorporate all items of the approved Site Plan. Precise plans shall incorporate all site development for review, including access compliance, private storm drain, private sewer and private water, all easements, fire service line, site electrical, parking, trash enclosures, landscape areas, utility vaults, light standards, buildings, etc. 70. All roof drainage (except overflow) shall be collected by concealed roof drains and conducted under ground to on -site storm drains. No roof drainage shall flow over sidewalks or parking areas. 71. Plans shall incorporate all the requirements of the State of California 2007 Building, Plumbing, Mechanical, Electrical and Fire Codes. City of Chino Hills 9 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval PRIOR TO THE ISSUANCE OF BUILDING PERMIT: 72. Certification of precise grade and compaction shall be submitted on approved City form. 73. All structures over 5,000 square feet shall be required an automatic fire sprinkler system. Automatic fire sprinkler systems shall comply with the 2007 California Building Code. 74. Plans shall incorporate any and all water conservation requirements contained within the City of Chino Hills Development Code and the Uniform Plumbing Code. 75. Plans shall incorporate all the requirements of the State of California 2007 Building, Plumbing, Mechanical, Electrical and Fire Codes. PRIOR TO FOUNDATION INSPECTION: 76. Certification of building location and elevation, wet stamped and signed by the Civil Engineer of record shall be provided prior to foundation inspection. PRIOR TO OCCUPANCY: 77. All utilities and circulation elements necessary to serve the building shall be installed, and accepted prior to final inspection. 78. Sign offs from all applicable City Divisions/Departments and outside agencies shall be obtained prior to any final inspection or utility releases. 79. All structures and on site improvements including but not limited to parking areas and walkways shall comply with all the requirements of the State of California 2007 Building, Plumbing, Mechanical, Electrical and Fire Codes. 80. No occupancy of any business shall be permitted until such time as the Certificate of Occupancy is issued for the subject use. This includes but is not limited to stocking, on site hiring of employees and/or employee training. 81. No public/employee access to the building will be allowed until the building has received a final inspection and occupancy approval. 82. All applicable planting, irrigation, walls, and improvements required prior to commencement of operation shall be installed. City of Chino Hills 10 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval ENGINEERING DEPARTMENT ON GOING CONDITIONS / GENERAL REQUIREMENTS: 83. The site shall be required to provide onsite detention to mitigate Hydraulic Condition of Concern as will be determined in the Final Water Quality Management Plan. The location of this detention shall be as approved by the City Engineer or otherwise indicated in a Council approved Development Agreement. 84. The approval of the Tentative Parcel Map does grant any implied access rights to Boys Republic Drive. The location of any access onto Boys Republic Drive shall be as approved by the City Engineer or as defined on a site plan approved by the Planning Commission. 85, A Monumentation cash deposit is required prior to recordation of the final map. The City Engineer will determine this deposit. The refundable deposit is to guarantee the installation of centerline ties and to ensure payment to the surveyor of record. 86. The Tract Map shall be prepared in accordance with the City of Chino Hills "Final Map Standards for Subdivisions, Parcel Map and Tract Map", latest edition. This includes submittal of digitized CAD file of final map prior to map recordation. 87. Any grading within the road right-of-way prior to the signing of the improvement plans shall be accomplished under the direction of a Soils Testing Engineer. Compaction tests of embankment construction, trench backfill, and all subgrades shall be performed at no cost to City of Chino Hills and a written report shall be submitted to the Engineering Division, prior to any placement of base material and/or paving. 88. Grading of the subject property shall be in accordance with California Building Code, City Grading Standards, and accepted grading practices. The final grading plan shall be in substantial conformance with the approved conceptual grading plan. 89. All cut and fill slopes shall: A. Not exceed a ratio of 2 horizontal to 1 vertical unless otherwise recommended by the engineering geologist and approved by the City Engineer and Building Official. Minimum setbacks from slopes shall conform to the Uniform Building Code. B. Be contour graded to blend with existing natural contours. C. Be part of the downhill lot when within or between individual lots. City of Chino Hills 11 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval D. The toe and crest of all cut and fill slopes in excess of 5 feet vertical height, but not greater than 10 feet vertical height, shall be rounded with vertical curves. E. The toe and crest of any slope in excess of 10 feet vertical height shall be rounded with curves of radii of no less than 5 feet and designed in proportion to the total height of the slope. F. Comply with the slope undulation provisions of Chapter 9.91 of the Chino Hills Development Code, G. Incorporate recommendations in the approved geology and soils report. 90. Erosion control devices shall be installed at all perimeter openings and slopes. No sediment shall leave the job site. All newly graded surfaces not immediately involved in construction shall have some method of erosion protection, i.e., mulching, fiber fabric, planting, or tackifier. 91. Water spraying or other approved methods shall be used during grading operations to control fugitive dust. Recycled water shall be used for grading operations whenever available. Dedications 92. A Final Map is required for the proposed division and shall be recorded with the County Recorder pursuant to the provisions of the Subdivision Map Act. This map must be prepared by a licensed land surveyor or a registered civil engineer. The Final Map shall be prepared in accordance with the City of Chino Hills "Final Map Standards for Subdivisions, Parcel Map and Tract Map", latest edition. This includes submittal of digitized CAD file of final map prior to map recordation. 93. Rights of way and easements shall be dedicated to the city for all interior public streets, community trails, public paseos, public landscape areas, street trees, traffic signal encroachment and maintenance, and public drainage facilities as shown on the plans and/or tentative map. Private easements for non-public facilities (cross lot drainage, local feeder trails, etc.) shall be reserved as shown on the plans and/or tentative map. 94. Easements shall be dedicated to the City for clear area sight visibility purposes per the Specific Plan. 95. Reciprocal access easements shall be provided ensuring access to all parcels by Final Map, CC&R's or by Deeds recorded concurrently with the map or prior to issuance of building permits where no map is involved. City of Chino Hills 12 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval Street 96. All improvements within public right-of-way or private right-of-way shall be built to City Standards and in accordance with the current edition "Standard Specification for Public Works Construction" and the City of Chino Hills Development Code. All improvements shall be bonded in accordance with "Subdivision Map Act" prior to recordation of Final Map if the improvements are not finished prior to the recordation of the Final Map. All improvements shall bond for 100% of approved cost estimate to construct improvements and in accordance with the "Subdivision Agreement and Improvement Securities Policy" adopted by the City of Chino Hills unless constructed and approved prior to recordation of Final Map. Prior to Bond Release and/or Bond Reduction of the improvements and prior to acceptance of the improvements by the City, "As-Builts" for the improvements shall be submitted and approved by the City Engineer. 97. A thorough evaluation of any public street structural road section to include parkway improvements from a qualified soils engineer shall be submitted to the City Engineering Division for review during the construction of the public streets. This shall be submitted in a tabular form including street name, classification, and traffic index. 98. All public improvements (interior streets, drainage facilities, community trails, paseos, landscaped areas, etc.) shown on the plans and/or tentative map shall be constructed to City Standards. Interior improvements shall include, but are not limited to, curb & gutter, AC pavement, drive approaches, sidewalks, streetlights and street trees. 99. Street improvement plans, including street trees, streetlights, and intersection safety lights on future signal poles, and traffic signal plans shall be prepared by a registered Civil Engineer and shall be submitted and approved by the City Engineer. Security shall be posted and an agreement executed to the satisfaction of the City Engineer and the City Attorney guaranteeing completion of the public and/or private street improvements, prior to final map approval or issuance of building permits, whichever occurs first. 100. Prior to any work being performed in public right-of-way, inspection fees shall be paid and an encroachment permit issued by the Engineering Department in addition to any other permits required. 101. Pavement striping, marking, traffic signing, street name signing, traffic signal conduit, and interconnect conduit shall be installed to the satisfaction of the City Engineer. 102. Disabled access ramps shall be installed on all corners of intersections per City Standards or as directed by the City Engineer. City of Chino Hills 13 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval 103. Existing City roads requiring reconstruction shall remain open for traffic at all times, with adequate detours during construction unless otherwise approved by the City Engineer. Street or lane closure permits are required. A cash deposit or bond shall be provided to cover the cost of improvements within public right-of- way, which shall be refunded upon completion and acceptance of the construction by the City. 104. Concentrated drainage flows shall not cross sidewalks. Undersidewalk drains shall be installed per City Standards. 105. Street names shall be approved by the Community Development Department prior to the submittal of final mylars of the improvement plans and final map. 106. Applicant shall provide for installation of low intensity, energy efficient streetlights, per City of Chino Hills standards regarding light pole spacing and location. A separate street light plan which schematically shows the proposed locations of all street lights shall be submitted for review and approval by the City. All streetlights along the private streets shall be maintained by the HOA. 107. A Registered Civil Engineer shall be retained to design the proposed road alignment to the approval of the Engineering Division. Roads within or bordering the tract shall be designed to City of Chino Hills Road Standards and the standards of the Chino Hills General Plan, Standard Specifications for Public Works Construction, and in accordance with the Circulation Element of the General Plan, with curb, gutter, and sidewalks. 108. Roads within the development shall not be entered into the City Maintained Road System. 109. Final plans and profiles shall indicate the location of any existing utility facility, which would affect construction. 110. Turnaround at dead end streets shall be in accordance with the requirements of the City Engineering Division and the Chino Valley Independent Fire District, 111. The applicant shall coordinate with affected utility companies and obtain any permits as necessary for the development of this project. 112. Unless otherwise approved by the City, street improvements must be constructed by the Applicant with the first phase of development. The Applicant must install street name signs as part of the improvements. Street names must be approved by the Community Development Department and must be installed per City Standards. Applicant must install all necessary traffic regulatory, guide, and City of Chino Hills 14 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval warning signs as required by the City Engineer. These signs shall be part of a signing and striping plan, which shall be submitted for review and approval. 113. Minimum street grade shall be 0.5% unless otherwise approved by the City Engineer. 114, Street improvement plans per the Specific Plan and City Standards for all private streets shall be provided for review and approval by the City Engineer. Prior to any work being performed on the private streets, fees shall be paid and construction permits shall be obtained from the Engineering Department in addition to any other permits required. Traffic 115. A separate signing and striping plan shall be provided to address traffic, including but not limited to, on -site stop signs, no parking areas and red curb. The proposed signing and striping shall be reviewed and approved by the City Traffic Engineer. 116. Provide a separate plan showing the clear sight triangle areas per the Specific Plan. A clear sight triangle area must be clear of all fences, trees, entry sign structures, monuments, earth embankments and shrubs that grow taller than twenty-four inches (24"). All property within the clear sight distance triangle area shall be granted as an easement to the City. Drainage 117. A final drainage study shall be submitted and approved by the City Engineer prior to the final map approval and / or the issuance of building permits, whichever occurs first. Study shall address drainage patterns, proposed drainage facilities, mitigation measures proposed for first flush and detention facilities, etc. 118. Storm drain systems shall be designed to convey 100-year storm flows off the project site in a manner approved by the City Engineer. 119. The applicant shall obtain a demolition permit for structures to be demolished. Any underground structures must be removed, back filled, compacted and inspected before covering. 120. All mitigation measures required for the project, as defined in the approved Water Quality Management Plan (WQMP) for the project, shall be constructed onsite and shall be operated and maintained by the applicant. City of Chino Hills 15 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval 121. All improvements shall bond for 100% of approved cost estimate to construct improvements and in accordance with the "Subdivision Agreement and Improvement Securities Policy" adopted by the City of Chino Hills unless constructed and approved prior to recordation of Final Map. 122, If the required public improvements are completed prior to recordation of the final map, a one (1) year warranty bond shall be posted in the amount of 25% of the approved engineer's cost estimate for all improvements. 123. Prior to Bond Release and/or Bond Reduction of the improvements and prior to acceptance of the improvements by the City, "As-Builts" for the improvements shall be submitted and approved by the City Engineer. Utilities 124. Provide separate utility services to each parcel or lot including sewer, water, gas, electric power, including transformer, telephone and cable TV (all underground) in accordance with the utility provider standards. Easements will be provided where necessary. 125. The applicant shall be responsible for the relocation of any existing utility necessary as a result of the development. Sewer - Domestic Water - Recycled Water 126. Design, installation, materials and location of water and sewer improvements must meet the City's standard procedures and requirements, specifications, and AWWA guidelines for the design and construction of water, recycled water, and wastewater facilities. 127. Water, recycled water, and sewer mains must have a minimum horizontal separation of 10 feet unless otherwise approved by the City Engineer. 128. All water meters shall be located within the public right -of way unless otherwise approved by the City. Public easements shall be required for any meter installed outside of public right-of-way. Recorded documents must be submitted to the City prior to occupancy release. 129. All fire hydrants shall be installed per City standards with location and fire flow requirements as determined by the Chino Valley Independent Fire District. City of Chino Hills 16 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval 130. All water and sewer plans must be reviewed and approved by the City. The City's review of plans and engineering data will cover only general conformity of the design with standards and specifications outlined in the City's design standards and specifications. The City's approval of plans and engineering data will not constitute a blanket approval of all dimensions, quantities, physical properties, material equipment, devices, or items shown. This does not relieve the design engineers from any responsibility for errors, deviations, or defects in design thereof. 131. An application for recycled water service shall be submitted to the City for approval process with regulatory agencies. 132. Recycled water service shall have a separate meter from all other water systems. 133. Water demand (annual, average, maximum day and peak day) information must be submitted for each use to determine the appropriate size of the water meter. 134. Sewage disposal system shall be connected to the City of Chino Hills public sewer system. Applicant shall notify city staff two (2) working days prior to connection to public system and no connection shall be made without the presence of city staff. 135. A digitized drawing file of the improvement plans, in a City's compatible CAD system, shall be submitted along with original Mylars. PRIOR TO THE ISSUANCE OF PRECISE GRADING PERMITS: 136. A grading plan with existing topography shown at one -foot contour intervals shall be prepared by a registered Civil Engineer and shall be submitted to and approved by the Engineering Division. Plan shall comply with the provisions of Appendix Chapter 33 UBC and Chino Hills Development Code and shall delineate the alignment and grade of the proposed roads designed to City Standards. 137. The applicant shall submit a Final Water Quality Management Plan for review and approval by the City Engineer. WQMP shall be prepared in accordance with the guidelines established by the California Stormwater Quality Association (CASQA). 138. Applicant shall provide a copy of the Notice of Intent (NOI) and the Storm Water Pollution Prevention Plan (SWPPP) filed with the State of California for the subject project prior to the issuance of any grading permit. City of Chino Hills 17 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval 139. An erosion and sediment control plan and permit complying with the UBC and City of Chino Hills Development Code shall be submitted to and approved by the Engineering Department prior to any land disturbance. Plans are to be submitted prior to or with the grading plans. 140. A soils report shall be prepared by a qualified engineer licensed by the State of California to perform such work. The soils report shall be reviewed and approved by the City's Soils Consultant prior to issuance of grading permit. 141. A geological report shall be prepared by a qualified engineer or geologist and submitted at the time of application for grading plan check. The geological report shall be reviewed and approved by the City's Geological Consultant prior to issuance of grading permit. 142. A grading performance bond shall be required for this project. The amount of the performance bond shall not be less than one hundred percent (100%) of the total estimated cost of said grading work as determined by the Engineering Department. The City Attorney must approve the performance bond. 143. Any offsite grading shall be reviewed and approved by the City Engineer. Any offsite easements required for grading or drainage shall be acquired prior to issuance of any grading permit. PRIOR TO RECORDATION OF FINAL MAP: 144. A Monumentation cash deposit is required prior to recordation of the final map. The City Engineer will determine this deposit. The refundable deposit is to guarantee the installation of centerline ties and to ensure payment to the surveyor of record. 145. The Tract Map shall be prepared in accordance with the City of Chino Hills "Final Map Standards for Subdivisions, Parcel Map and Tract Map", latest edition. This includes submittal of digitized CAD file of final map prior to map recordation. 146. All improvements shall bond for 100% of approved cost estimate to construct improvements and in accordance with the "Subdivision Agreement and Improvement Securities Policy" adopted by the City of Chino Hills unless constructed and approved prior to recordation of Final Map. PRIOR TO THE ISSUANCE OF BUILDING PERMITS: 147. The final grading, appropriate certifications and compaction reports shall be completed, submitted and approved by the Engineering Department prior to the issuance of building permits. City of Chino Hills 18 November 12, 2008 The Shoppes Mixed -Use Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 Conditions of Approval 148. The applicant shall submit "Non-interference" letters to the City, from any utility company that may have rights or easements within the property boundaries. 149. The Composite Development Plans shall be approved and on file with the City PRIOR TO OCCUPANCY: 150. The Applicant shall provide a video camera report of all sewer and storm drain mainline facilities prior to final acceptance by the City. Video report shall not be completed until all air and hydrostatic testing has been completed. 151. Prior to Bond Release and/or Bond Reduction of the improvements and prior to acceptance of the improvements by the City, the applicant shall provide for City approval `Record Drawing" for all improvements. 152. Applicant shall provide certifications for all public and private backflow devices installed as part of the development. END OF SEQUENTIAL CONDITIONS Project Managers: Joann Lombardo/Henry Noh City of Chino Hills 19 November 12, 2008 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY CLERK CITY OF CHINO HILLS 2001 Grand Avenue Chino Hills, California 91709 EXEMPT FROM RECORDER'S FEES Pursuant to Government Code § 6103 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF CHINO HILLS AND THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE §65868.5 /City of Chino Hills/Shoppes [[ Development Agreement 37513.01425 / 101107008.3 08/05/08 DEVELOPMENT AGREEMENT This Development Agreement ("Agreement') is made and entered into by and between the CITY OF CHINO HILLS, a municipal corporation (referred to hereinafter as "City") and . a (referred to hereinafter as "Developer") as of this _ day of , 2008. City and Developer are referred to hereinafter individually as "Party" and collectively as "Parties." 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: A. Pursuant to Government Code Section 65865 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. B. City currently owns the property described on Exhibit A hereto ("Property"). C. Concurrently with the execution and approval of this Agreement Developer is seeking to obtain a conditional right to acquire the Property pursuant to the Purchase and Sale Agreement ("P&S Agreement') identified in Recital G. The parties desire to provide for the Development of up to 235 residential dwelling units, a total of up to 300 hotel rooms with a , up to 40,000square feet of retail, office, commercial, and restaurant and ancillary improvements related thereto ("Project') on the Property, as conceptually depicted on Exhibit `B" consistent with this Agreement and the Specific Plan. D. The City Council approved the following project approvals for the development of the Property: On August 23, 2005 the City Council certified a Final Environmental Impact Report (State Clearinghouse No. 2004111056 - "E ), as modified by that certain Addendum approved on , 2008, and approved the Mitigation Monitoring Plan for the EIR, as modified by that certain Addendum approved on , 2008. On 2008, the City Council approved General Plan Amendment No. Zone Change No. and an amendment to Specific Plan No. SP04-01 (the "Specific Plan"). On 2008 the City approved Tentative Parcel Map No. and Site Plan No. (which includes approval of a Sign Plan for the Property). On . 2008, the City Council approved Final Map No. . The certifications and approvals set forth in this paragraph are collectively referred to as the "Project Approvals"). E. By this Agreement, City desires that any Development of the Property occur in accordance with this Agreement, the Project Approvals and the Applicable Rules should the Developer become the fee title owner of the Property pursuant to the P&S Agreement. By this Agreement, Developer desires to obtain the binding agreement of City to permit the Opus/City of Chino Hills/Shoppes 11 _ Development Agreement 37513-01425 /101107008.3 )8/05/08 Development of the Property, in accordance with this Agreement, the Project Approvals, and the Applicable Rules. F. 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 that any Development of the Property will occur pursuant to the terms of this Agreement; and 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 set forth in this Agreement, the Project Approvals and the Applicable Rules and that any Development of the Property must occur in accordance with this Agreement, the Project Approvals, and the Applicable Rules. G. City and Developer prior to the Effective Date of the Agreement intend to enter into the P&S Agreement, providing for the terms and conditions under which the City may convey fee title to the Property to Developer. H. 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 City, as amended in accordance with the terms of this Agreement ("General Plan'). I. This Agreement is intended to provide entitlements, within the parameters set forth herein and subject to the terms and conditions hereof. The proposed Project uses are consistent with the General Plan, as amended. K. Development of the Property will further the comprehensive planning objectives contained within the General Plan, and will result in public benefits, including, among others, the following: Fulfilling long-term economic and social goals for City and the community; 2. Providing fiscal benefits to City's general fund in terms of increased employment, property, transient occupancy and sales tax revenues; Providing hotel, residential and commercial facilities within the City; 4. Providing both short-term construction employment and long-term permanent employment within City; 5. Creating a Development that is consistent architecturally with the adjacent Shoppes at Chino Hills lifestyle retail center. L. On , 2008, the Planning Commission of the City commenced a duly noticed public hearing on this Agreement and at the conclusion of the hearing recommended approval of this Agreement. 2 Opus/City of Chino Hills/Shoppes 11 Development Agreement 37513-01425/ 101107008.3 08/05/08 M. On , 2008 (the "Hearing Date"), the City Council of the City ("City Council") commenced a duly noticed public hearing on this Agreement, and at the conclusion of the hearing introduced the ordinance adopting this Agreement and a subsequent City Council Meeting on , 2008, adopted this Agreement by Ordinance No. (the "Enabling Ordinance"). In consideration of the mutual covenants and agreements contained in this Agreement, and for other valuable consideration, City and Developer agree as follows: 1. Definitions. In addition to any other defined terns contained herein, the following terms shall have the following definitions unless the context indicates otherwise: 1.1 "Affiliate" means a parent company or corporation, a company or corporation owned by a parent company or corporation, or a wholly or partially owned subsidiary company or corporation. 1.2 "Agreement" means this Development Agreement. 1.3 "Applicable Rules" means that term defined in Paragraph 5.1 of this Agreement. 1.4 "Approved Hotel" means a hotel operator identified on Exhibit "I" hereto. 1.5 "Building Codes" means that term defined in Paragraph 4.4 of this Agreement. 1.6 "Building Shell Completion" means that term defined in Paragraph C. of Exhibit M hereto. 1.7 "Certificate of Performance" means that term defined in Paragraph 14.3 of this Agreement. 1.8 "CFD" means that term defined in Paragraph 7.5 of this Agreement. 1.9 "City" means that term defined in the opening paragraph in this Agreement. 1.10 "City Council' means that term defined in Paragraph M. of Recitals. 1.11 "Claims" means that term defined in Paragraph 16. of this Agreement. 1.12 "Develop" means that term defined in Paragraph 5.2.1 of this Agreement. 1.13 "Developer" means that term defined in the opening paragraph of this Agreement. 1.14 "Developing" means that term defined in Paragraph 5.2.1 of this Agreement. 1.15 "Development" means that term defined in Paragraph 5.2.1 of this Agreement. 3 Opus/City of Chino Hills/Shoppes 1[ Development Agreement 37513-01425 /101107008.3 09/05/08 1.16 "Development Standards" means that term defined in Paragraph 4.3 of this Agreement. 1.17 "Effective Date" means that term defined in Paragraph 18. of this Agreement. 1.18 `BIR" means that term defined in Paragraph D. of Recitals. 1.19 "Enabling Ordinance" means that term defined in Paragraph M. of Recitals. 1.20 "Excusable Delay" means that term defined in Paragraph 10. of this Agreement. 1.21 "Future Approval" means that term defined in Paragraph 5.4.1 of this Agreement. 1.22 "Future Approvals" means that term defined in Paragraph 5.4.1 of this Agreement. 1.23 "General Plan" means that term defined in Paragraph H. of Recitals. 1.24 "Good Faith Compliance" means that term defined in Paragraph 9.2 of this Agreement. 1.25 "Gross Leaseable Area' or "Floor Area" means the total space designed for exclusive use of the tenant or occupant of a building and generally excludes common area and space devoted to heating, cooling, and other equipment of the building, including shafts or structural members. 1.26 "Hearing Date" means that term defined in Paragraph M. of Recitals. 1.27 "Hotel Parcel(s)" means the Parcel(s) that will be occupied by hotel(s) as conceptually depicted on Exhibit `B" hereto. 1.28 "Mortgagee" means that term defined in Paragraph 12. of this Agreement. 1.29 "Notice of Violation" means that term defined in Paragraph 11.1 of this Agreement. 1.30 "Parcel" means an individual legal parcel or condominium unit within the Property. 1.31 "Parties" means that term defined in the opening paragraph of this Agreement. 1.32 "Party" means that term defined in the opening paragraph of this Agreement. 1.33 "Periodic Review" means that term defined in Paragraph 9.1 of this Agreement 4 Opus/City of Chino Hills/Shoppes ❑ Development Agreement 37513-01425/ 101107008.3 08/05/08 1.34 "Residential/Commercial Lot Residential/Commercial Development Lot" means those portions of the Property other than Hotel Parcel(s), as conceptually depicted on Exhibit B hereto. 1.35 "Project" means that term defined in Recital C of this Agreement. 1.36 "Project Approvals" means that term defined in Paragraph D. of Recitals. 1.37 "Property" means that term defined in Recital B of this Agreement. 1.38 "Residential Parcel(s)" means the Parcel(s) where the greatest proportion (on a Floor Area basis) of the proposed uses of the Parcel(s) are residential, as conceptually depicted on Exhibit `B" hereto. 1.39 "Specific Plan" means Specific Plan No. SP04-01 approved by the City on October 11, 2005, as amended on May 18, 2006, January 23, 2007 and on the dated identified in Paragraph D. of Recitals. 1.40 "Subsequent Rules" means that term defined in Paragraph 5.3 of this Agreement. 1.41 "Transfer" means that term defined in Paragraph 3.2 of this Agreement. 2. Pronertv Subiect to this Agreement. The Property and the Project shall be subject to and benefit from this Agreement. 3. Binding Effect. The burdens of this Agreement are binding upon, and the benefits of this Agreement inure to the City and the Developer and each successive 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, unless otherwise expressly provided for herein. 3.1 Constructive Notice and Accentance. Every person who acquires any right, title or interest in or to any portion of the Property in which the Developer has a legal interest is, and 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. Prior to commencement of construction on a Parcel, Developer may only Transfer its rights and obligations under this Agreement with respect to that Parcel, to any person upon receiving written consent of the City which the City may withhold in its reasonable discretion based upon the financial strength the proposed assignee or transferee relative to the financial strength of Developer. After Building Shell Completion the City's consent shall not be required for a Transfer. The City may in its sole discretion approve or conditionally approve of a Transfer to an entity that does not have the financial strength and development experience of the Developer. "Transfer" means any actual or attempted, total or partial, assignment, sale, transfer, ground lease, conveyance, or any other transaction that has Opus/City of Chino Hills/Shoppes 11 Development Agreement 37513-01425 / 101107008.3 08/05/08 the materially identical effect as any one of the foregoing specifically enumerated transactions, but not the marketing for Transfer or entering into a contract for the same provided that transaction does not close during the time City consent to a Transfer is required. Transfers also include any substantial change in the ownership and/or control of the Developer. 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 Developer or Developer's members. Notwithstanding anything to the contrary, the term "Transfer" excludes the granting of easements, leases, trust deeds, sale - leaseback or other similar financing mechanisms, dedications or permits or other similar rights to facilitate the Development of and operations on the Property so long as Developer has acquired fee title to the Property. Notwithstanding the foregoing, the City's consent to Transfer shall not be required for the Transfer of a Hotel Parcel to an Approved Hotel. 3.3 Liabilities Unon Transfer. Upon the delegation of the duties and obligations under this Agreement and the Transfer of all or any portion of the Property, Developer to the extent permitted by law will be released from its obligations under this Agreement with respect to the Property, or portion thereof, arising subsequent to the effective date of such Transfer, and only to extent the Developer has complied with all of the terms and conditions of this Agreement and only if (i) Developer has provided to the City prior or subsequent written notice of such Transfer and (ii) the transferee has agreed in writing from and after its acquisition to be subject to all of the provisions hereof applicable to the portion of the Property arising from and after its acquisition subject to such Transfer by executing an Assignment and Assumption Agreement in the form of Exhibit C attached hereto. Upon any Transfer of any portion of the Property and the express assumption of Developer's obligations under this Agreement by such transferee, the City agrees to look solely to the transferee for future compliance with this Agreement by such transferee with the provisions of this Agreement as such provisions relate to the portion of the Property acquired by such transferee. Any such transferee shall be entitled to the benefits of this Agreement as "Developer" or a Party hereunder and shall be subject to the obligations of this Agreement applicable to the Parcel(s) that are the subject of such Transfer that accrue after such Transfer. Except as otherwise specifically set forth elsewhere in this Agreement, to the extent an obligation only affects a portion of the Property, 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. Notwithstanding the foregoing, in the event the City's consent to a Transfer is required pursuant to Section 3.2 of this Agreement and the City consents to such a Transfer, the provisions of this Section 3.3 shall be superseded by the provisions of such consent and the conditions of such consent shall be included within the Assignment and Assumption Agreement to be recorded against the property that is the subject of the Transfer. 4. DevelOpment of the PIonerty. The following provisions shall govern the subdivision, Development and use of the Property. 6 Opus/City of Chino Hills/Shoppes 11 Development Agreement 37513-01425 / 101107008.3 08/05/08 4.1 Permitted Uses. The permitted and conditionally permitted uses of the Property are those set forth in the Specific Plan, as further limited by each and every of the following additional restrictions: (a) Only those businesses (i) identified on Exhibit D hereto or their equivalents (businesses that are commonly found in first-class lifestyle centers) as determined in the reasonable discretion of the City Manager and as documented on a form that substantially conforms to Exhibit "F" hereto; or (ii) that are operating in one of the following lifestyle retail centers: Bridgeport Village in Tigard, Oregon; Americana at Brand in Glendale, California; The Grove in Los Angeles, California; Irvine Spectrum in Irvine, California; Shoppes at Arbor Lakes in Maple Grove, Minnesota; Woodbury Lakes in Woodbury, Minnesota; and Victoria Gardens in Rancho Cucamonga, California, shall be allowed to operate on the Property. (b) The restrictions provided for in Subsection (a) above shall not apply to the Hotel Parcel(s) or any, office, entertainment or professional or personal service uses authorized by the Specific Plan. 4.2 (c) Only Approved Hotel(s) identified on Exhibit E hereto may be located on the Hotel Parcel and the Hotel Parcel shall only be developed with hotel rooms and uses ancillary to an Approved Hotel, including but not limited to restaurants, recreational, and meeting facilities that are incorporated into the design and operation of a hotel.. Development Standards. All design and Development standards applicable to the Property ("Development Standards") are set forth in this Agreement, the Project Approvals, and the Applicable Rules. This Agreement shall govern to the extent it conflicts with the Project Approvals, including but not limited to the Specific Plan, or the Applicable Rules. The Specific Plan shall govern to the extent it conflicts with any of the other Applicable Rules. 4.3 Buildine Standards. All construction on the Property shall adhere to the California Building Code, the California Electrical Code, the California Mechanical Code, the Uniform Sign Code, the Uniform Code for Abatement of Dangerous Buildings, and Unifonn Administrative Code in effect at the time the plan check or permit is 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 for public purposes that are applicable to the Project or the Property are set forth in this Agreement, the Project Approvals and the Applicable Rules. Additionally, Developer shall pay all development and building fees or whatsoever kind or nature that are in effect at the time that Developer submits its construction plans or at such other time as is permitted by City ordinances. 4.5 Easements. Prior to commencement of construction on any Parcel of the Property, and notwithstanding the provisions of the Applicable Rules, reciprocal easements between the Parcels dedicated for vehicular, pedestrian, underground drainage, water, sewer, gas, electricity, telephone, cable, environmental remediation and other utilities and facilities 7 Opus/City of Chino Hills/Shoppes 11 Development Agreement 37513-01425/ 101107008.3 08/05/08 shall be subject to the City's reasonable approval and shall be required to be recorded against the Parcels. These utility services shall be available at the property line of the Property. However, it will be necessary for the Parcels to develop an on -site drainage plan and reciprocal easements to meet requirements imposed by other regulatory governmental agencies and to prevent overburdening the existing drainage facilities. 4.6 Shared Parking. The Property may be developed with the Parcels sharing parking based upon studies that substantiate that such shared parking is consistent with the Specific Plan parking requirements. To the extent shared parking is proposed between Parcels, prior to issuance of a certificate of occupancy for Development on those Parcels, the Developer(s) of those Parcels shall record against those Parcels a Shared Parking Covenant in a form approved by the City Attorney. 5. Vestinu of Development Rights. 5.1 Applicable Rules. 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, as the Municipal Code that exists on the Effective Date•, 5.2 Entitlement to Develop. 5.2.1 Development. The Developer is hereby granted the vested right to Develop, occupy and use or to cause the Development, occupancy or use of the Project on the Property subject to this Agreement, the Project Approvals and the Applicable Rules. 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 comprising the Project 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 or facility after the construction and completion thereof, so long as such activities are in compliance with the terms of this Agreement, the P&S Agreement, the Project Approvals and the Applicable Rules. 5.2.2 Inconsistent Enactments. By way of enumeration, and not limitation, any law, action or inaction, enacted subsequent to the Effective Date, 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: 5.2.2.1 Restricts the vested rights described in this 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 8 Opus/City of Chino Hills/Shoppes ❑ Development Agreement 37513-01425/ 101107008.3 08/05/08 or requires additional dedications, exactions, fees or mitigation other than that provided for in this Agreement; or 5.2.2.2 Imposes a new permit requirement or any operating requirement not already part of the Applicable Rules, the Project Approvals or this Agreement. 5.3 Subsequent Rules. Any change proposed to the Applicable Rules, including, without limitation, any change in any applicable general plan or the 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 directly applicable to the Property, shall not apply to any part of the Property or the Project unless Developer notifies the City in writing that it elects to have the Subsequent Rules apply. 5.4 Future Approvals. 5.4.1 Develonment of Proiect. The Parties acknowledge that the Project will require additional future City approvals including, without limitation, grading permits, building permits, final subdivision maps and certificates of occupancy (individually, "Future Approval" and collectively, "Future Approvals"). The term "Future Approval(s)" does not include amendments to this Agreement, the General Plan, the Specific Plan, or the Municipal Code. In the event Developer finds that a Future Approval is necessary or appropriate, Developer shall make application to the City and City shall process and act on such application in accordance with the procedures and restrictions imposed by this Agreement. 5.4.2 Substantially Conformine Future Approvals. The City shall not unreasonably withhold or delay approval of any Future Approval that is necessary or appropriate to carrying out the terms of this Agreement, the Project Approvals, and the Applicable Rules, and the City shall have the right to impose reasonable conditions in connection with such Future Approvals, provided, however, such conditions shall not (a) be inconsistent with this Agreement, the Project Approvals, and the Applicable Rules or with the Development of the Project as contemplated by this Agreement; (b) directly or indirectly, hinder, delay, impede, obstruct, interfere with, or place burdensome or restrictive measures or requirements upon Development of the Project or the Property or any portion thereof; or (c) impose additional dedications, infrastructure or public improvement obligations, fees, or exactions in excess of those identified in this Agreement, the Project Approvals or the Applicable Rules. If that Future Approval was requested by Developer and is approved by the City in accordance with the terms of this Section, that Future Approval shall be automatically considered a Project Approval, and may be further changed from time to time as provided in this section. 5.5 Plan Review. Plans for each building on the Property, including plans for signage, trash enclosures and screening and landscaping, shall be reviewed and approved by the City's Community Development Director prior to issuance of a building permit; provided, 9 Opus/City of Chino Hills/Shoppes 11 Development Agreement 37513-01425/ 101107008.3 08/05/08 however, that, notwithstanding anything to the contrary contained in this Agreement and the Project Approvals or Applicable Rules, the sole purpose of such review shall be to verify consistency with this Agreement, the Development Standards, the Project Approvals, and the Applicable Rules. The City Community Development Director shall approve all features which are consistent with this Agreement, the Development Standards, Project Approvals or the Applicable Rules or are otherwise specifically approved by this Agreement and shall have no authority to disapprove or conditionally approve any features or matters which are consistent with or otherwise which have been specifically approved by this Agreement. 5.6 Timine of Development. In Pardee Construction Co. v. City of Camarillo (Pardee), 37 Ca1.3d 465 (1984), 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. City and Developer intend to avoid the result in Pardee by acknowledging and providing that Developer shall have the right, 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, and the timing, Development phasing and infrastructure phasing restrictions, if any, expressly set forth in this Agreement and the Project Approvals. 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 apply to the Property. 5.7 Term. As a condition precedent to the Developer having any right to Develop the Property, the Developer must acquire fee title to the Property. Except as otherwise expressly provided for in this Agreement, this Agreement and all rights and obligations under this Agreement shall terminate as to a Parcel on the date that is the earlier of fifteen (15) years from the Effective Date. 5.8 Issuance of Buildine Permits. Except with respect to the requirement set forth in Section 4.1(c) of this Agreement, no building permit, final inspection or certificate of occupancy, will be withheld, conditioned, or delayed from the Developer if all of the provisions of this Agreement, the Project Approvals and the Applicable Rules required as a condition to issuance of such have been satisfied or suitably guaranteed to be completed (by covenant, bond, letter of credit or otherwise) to the reasonable satisfaction of the City. 5.9 Satisfaction of Mitigation Measures and Conditions. In the event that any of the mitigation measures or conditions required of Developer or City hereunder have been implemented by others, such Party 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 or City may implement reasonably equivalent substitute mitigation, consistent with CEQA, to the City's satisfaction, in lieu of the rejected mitigation measures or conditions. 10 Opus/City of Chino Hills/Shoppes 11 Development Agreement 37513-01425/ 101107008.3 08/05/08 5.10 Performance of Citv Communitv 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 perfonned 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. 5.11 Can on Entitlement Processine Costs. The City agrees that the amount the City charges Developer for the cost of processing the Project Approvals (including, without limitation, compliance with CEQA) shall not exceed Fifty Thousand Dollars ($50,000). 6. Developer Agreements. 6.1 General. The Developer shall comply with (i) this Agreement, (ii) the Project Approvals, and the Applicable Rules including without limitation all mitigation measures required by the determination made pursuant to the CEQA, and (iii) all Future Approvals for which it is the applicant or a successor in interest to the applicant. 6.2 Applicable Fees. Subject to the provisions of Section 4.4 above, Developer shall pay the applicable development processing, permits and usage fees. 6.3 Maintenance Oblieations. The Developer shall maintain or cause to be maintained all portions of the Property in its possession or control, and any improvements thereon, in a first class clean, neat and orderly manner consistent with similar projects. 6.4 Tenn of Map(s) and Other Proiect 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 for the greater of (i) the date provided for in the Project Approval or (ii) the scheduled termination date of this Agreement as set forth in Section 5.7 above. 6.5 Sales and Use Tax. During the initial Development of the Residential/Commercial Development Lot, the Developer of the Residential/Commercial Development Lot agrees to use commercially reasonable efforts to perform the following:Residential/Commercial Development Lot (a) In the event the contract price for any work on a Parcel of the Residential/Commercial Development Lot is valued at Five Million Dollars ($5,000,000) or more, the Developer of the Residential/Commercial Development Lot Parcel agrees to report, on a State Board of Equalization Tax Return, any purchases of tangible personal property made in connection with the finishing of and/or installation of materials, or fixtures when such purchases were made without sales or use tax due. The Developer of the Parcel shall indicate the City as a registered job site location on the State Board of Equalization Tax Return. In such event, the Developer of the Residential/Commercial Development Lot shall also obtain a permit or a sub- Opus/City of Chino Hills/Shoppes 11 Development Agreement 37513-01425 / 101107008.3 08/05/08 permit from the State Board of Equalization indicating the City as the registered job site location, in accordance with State Board of Equalization Operations Memorandum No. 1023. The Developer of the Parcel shall also deliver a copy of that State Board of Equalization Tax Return and a copy of the above -referenced permit or sub -permit to the City Director of Finance. (b) The Developer of a Parcel Residential/Commercial Development Lot further agrees that if that Developer retains contractors or subcontractors to perform a portion of work in the Project, and said contracts or subcontracts are valued at Five Million Dollars ($5,000,000) or more, said contracts or subcontracts shall contain the provisions set forth in Subsection (a) above. (c) The Director of Finance or City Manager of the City is authorized to relieve Developer, and Developer's contractors and subcontractors, from the requirements set forth in this Section 6.4 upon proof to the reasonable satisfaction of the Director of Finance or the City Manager that Developer and/or its contractors or subcontractors have made the efforts to obtain said permit or sub -permits, but were denied the same by the State Board of Equalization. 7. City Agreements. 7.1 Exnedited Processing. The City shall process in an expedited manner all Future Approvals, including, without limitation, plan checking, excavation, grading, building, encroachment and street improvement permits, certificates of occupancy, utility connection authorizations, and other ministerial permits or approvals necessary, convenient or appropriate for the grading, excavation, construction, Development, improvement, use and occupancy of the Project in accordance with the City's accelerated plan check process under the Applicable Rules and the procedures described in Exhibit F hereto. 7.2 Processing Cooneration and Assistance. To the extent permitted by law, the City shall reasonably cooperate with the Developer in securing any and all entitlements, authorizations, permits or approvals which may be required by any other governmental or quasi -governmental entity in connection with the Development of the Project or the Property. Without limiting the foregoing, the City shall reasonably cooperate with the Developer in any dealings with federal, state and other local governmental and quasi -governmental entities concerning issues affecting the Property or the Project. The City shall endeavor to keep the Developer fully informed with respect to its communications with such agencies which could impact the Development of the Property. 7.3 Processing During Third Partv Litigation. In the event of a filing of any third party lawsuit(s) against the City or the Developer relating to this Agreement, the Project Approvals, any Future Approvals or to other development issues affecting any portion of the Property or the Project shall not hinder, delay or stop the City from authorizing Development, processing or construction of the Project, approval of the Future Approvals, or issuance of ministerial permits or approvals, unless the third party obtains a court order preventing any such activity or there is an uncured default by Developer under this Agreement. 12 Opus/City of Chino Hills/Shoppes I1 Development Agreement 37513-01425/ 101107008.3 08/05/08 7.4 Community Facilities Districts. Developer acknowledges that Community Facility District No. 2 ("CFD")and Landscaping and Lighting District No. _("LLD") will exist as an encumbrance on the Property and that the owners of each Parcel of the Property shall be obligated to make the payments required by such CFD and LLD. 8. State or Federal Laws/Sienificant and Immediate Threats. Subject to compliance with the requirements of this Section, the Property may be subject to subsequently enacted state or federal laws or regulations that preempt local regulations, or mandate the adoption of local regulations, and are in conflict with this Agreement, the Project Approvals or the Applicable Rules. Upon discovery of a subsequently enacted federal or state law meeting the requirements of this Section, City or Developer shall provide the other parties with written notice of the state or federal law or regulation, provide a copy of the law or regulation, and a written statement of how it may conflicts with the provisions of this Agreement. Promptly thereafter City and Developer shall meet and confer in good faith in a reasonable attempt to determine whether a modification or suspension of this Agreement, in whole or in part, is necessary to comply with such federal or state law or regulation. In such negotiations, City and Developer agree to preserve the terms of this Agreement and the rights of Developer and the City as derived from this Agreement to the maximum feasible extent while resolving the conflict. City also agrees to process in a prompt manner Developer's proposed changes to the Project as may be necessary to comply with such Federal or State law; provided, however, that the approval of such changes by City shall be subject to the discretion of City, consistent with this Agreement. The procedures and obligations set forth herein shall also apply if the City determines that a Subsequent Rule is necessary to protect against a significant, unanticipated and immediate threat to the health, safety and welfare of the City. 9. Demonstration of Good Faith Comnliance. 9.1 Review of Comoliance. In accordance with Government Code Section 65865.1, this Section 9 and the Applicable Rules, once each year, 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 substantial compliance with the terms and provisions of this Agreement as well as the performance by the City of its obligations under this Agreement. 9.2 Good Faith Comnliance. During each Periodic Review, the City shall notify the Developer in writing, at least thirty (30) days prior to the date the Developer must demonstrate by written status report that, during the preceding twelve (12) month period, it has been in good faith compliance with this Agreement. For purposes of this Agreement, the phrase "good faith compliance" shall mean that the Developer has demonstrated that it has acted in a commercially reasonable manner (taking into account the circumstances which then exist) and in good faith and has substantially complied with the Developer's material obligations under this Agreement. 13 Opus/City of Chino Hilts/Shoppes 11 Development Agreement 37513-01425/ 101107008.3 08/OS/08 9.3 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 review period, written comments from the public and, to the extent practical, all related exhibits concerning such Periodic Review, as soon as feasible but in no event later than six (6) business days prior to the City Community Development Director's submittal of a report setting forth his or her determination as to the results of the Periodic Review. 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 this Agreement prior to the completion of the Periodic Review. 9.4 Notice Of Non -Compliance: Cure RiehtS. If at the completion of any Periodic Review, the City 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 may issue and deliver to the Developer a written Notice of Violation as set forth in Section 11.1 below. 9.5 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 CounciPs determination shall be deemed final and non -appealable. All appeals shall be heard by the applicable body at the next regular meeting of that body unless the Developer requests additional time. 9.6 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 to be a breach of this Agreement. 10. 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) act of God; (b) civil commotion; (c) riot; (d) strike, picketing or other labor dispute; (e) shortage of materials or supplies; (f) damage to work in progress by reason of fire, flood, earthquake or other casualty; (g) reasonably unforeseeable delay caused by a reasonably unforeseeable restriction imposed or mandated by a governmental entity, except this provision shall not apply to the City with respect to any restriction imposed or mandated by the 14 Opus/City of Chino Hilts/Shoppes 11 Development Agreement 37513-01425 / 103107008.3 08/05/08 City; (h) 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, except this provision shall not apply to the Developer with respect to litigation commenced by persons that Developer has or is attempting to Transfer an interest in the Property to; (i) delays caused by any default hereunder by a Party other than the one seeking an excuse of performance, or 0) delays due to the presence or remediation of hazardous materials; or (k) terrorism. To the extent necessary to effectuate the purposes of this Agreement, the term of this Agreement shall be extended by any period of Excusable Delay. Notwithstanding anything to the contrary herein, financial inability to perform shall not constitute an Excusable Delay. 11. Default Provisions. 11.1 Default. A 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, with a copy to all other Parties, 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. If the Developer materially breaches any of the substantive provisions of this Agreement, the City shall give written notice to the Developer of its intentions with respect to this Agreement and comply with the notice and public hearing requirements of Government Code Sections 65867 and 65868. At the time and place set for the hearing, the Developer shall be given an opportunity to be heard. If the City Council finds based upon the evidence that the Developer is in breach of this Agreement, the City Council may pursue the remedies provided for in Section 11.3 herein. 11.2 Content of Notice of Violation. Every Notice of Violation shall state with specificity that it is given pursuant to this Section of this 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 given in accordance with Section 18 hereof. 11.3 Remedies for Breach. The Parties agree that the remedies for breach of this Agreement shall be limited to the remedies expressly set forth in this subsection. The remedies for breach of this Agreement by City or Developer shall be limited to injunctive relief and/or specific performance. 12. Mortgagee Protection. This Agreement shall not prevent or limit the Developer (including any successor to all or any portion of the Property for purposes of this Paragraph 12), in any manner, at its sole discretion, from encumbering, after acquisition of the Property, the Property or any portion thereof or any improvements thereon by any mortgage, deed of trust, sale -leaseback 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 15 Opus/City of Chino Hills/Shoppes 11 Development Agreement 37513-01425/ 101107008.3 08/05/08 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 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 with respect to the Parcel(s) encumbered by their security devices: 12.1 Morteaee Not Rendered Invalid. A breach of this Agreement shall not 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. 12.2 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. 12.3 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 thirty (30) days after Developer fails to cure the default as provided in Section 11.1 hereof. Notwithstanding the foregoing, if such default shall be a default which (i) can only be remedied by such Mortgagee obtaining possession of the Property, or any portion thereof, and such Mortgagee in good faith and diligently seeks to obtain possession, such Mortgagee shall have until thirty (30) 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, or (ii) can be remedied without obtaining possession, but cannot reasonably be cured within the thirty (30) day period provided for herein, then the Mortgagee must commence the cure within the thirty (30) day period and diligently effect such cure thereafter and shall have the period of one (1) year to cure the default. 12.4 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 portion of the Property 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 that any such Mortgagee shall not be entitled to exercise any rights or any payments hereunder, including but not limited to receiving 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. 16 Opus/City of Chino Hills/Shopper 11 Development Agreement 37513-01425/ 101107008.3 08/05/08 12.5 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 12.3 above shall be extended for the period of the prohibition. 12.6 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 agreement. This Agreement does not require any Mortgagee or the City to enter into a new development agreement pursuant to this Section. 13. 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, (iii) the requesting Party is not in breach of this Agreement, or if in breach, a description of each such breach and (iv) such other matter as may be reasonably requested. 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 a written response or 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 Mortgagees of the portion of the Property in which that Developer has a legal interest and that the giving of such certification shall create no liability on behalf of Developer but shall act solely to estop Developer from asserting any claim to the extent such claim is contrary to the statement in the Estoppel Certificate. 14. Administration of Agreement. 14.1 ADDeal 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. Final determinations by the City Council are subject to judicial review subject to the restrictions and limitations of California law. 14.2 Operating 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, the Project Approvals and the Applicable Rules may be 17 Opus/City of Chino Hills/Shoppes tl Development Agreement 37513-01425/ 101107008.3 08/05/08 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 reasonably necessary or appropriate, they shall effectuate such 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 revisions, 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 15 below. The authority to enter into such operating memoranda is hereby delegated to the City Community Development Director, and the City Community Development Director is hereby authorized to execute any operating memoranda hereunder without further City Council action. 14.3 Certificate of Performance. Upon Building Shell Completion of both (i) retail, office and commercial Development on Parcel(s), and issuance of a certificate of occupancy for residential and hotel Development on Parcel(s), the City shall provide the Developer, no later than twenty (20) business days after receipt of the Developer's request, with a statement ("Certificate of Performance") evidencing said completion and the release of the Developer from further obligations hereunder with respect to the Parcels , except for any ongoing Developer obligations set forth in Sections 3.3, 4, 6.1, 6.2, 6.3, 7.3, 7.4, 9, 11, 12 and 14, 37, all of which shall survive for the term of this Agreement or such other period of time expressly described in the applicable Section of this Agreement. 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. Notwithstanding anything to the contrary in this Agreement, including all of the rights and obligations of this Agreement, shall terminate as to any Parcel that is an individual dwelling unit pursuant to a public report issued by the California Department of Real Estate upon the date the City issues or should have issued the Certificate of Performance for that Parcel. 15. 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 a writing executed by the parties hereto, and upon compliance with the provisions of Government Code Section 65867. Following issuance of the Certificate of Performance for a Parcel within the Project, the consent of the owner of that Parcel shall not be necessary to amend or terminate this Agreement unless the amendment or termination will directly and materially increase the burdens on or decrease the benefits accruing to the owner of that Parcel under this Agreement. 16. Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 18 Opus/City of Chino Hilts/shoppes 11 Development Agreement 37513-01425/ 101107008.3 08/05/08 17. Effective Date. As between the parties hereto, this Agreement shall become operative on the date after the Enabling Ordinance becomes effective pursuant to Government Code Section 36937 and the Developer closes escrow on the Property ("Effective Date"). 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 2001 Grand Avenue Chino Hills, CA 91709 Attention: City Clerk With a Copy to: If to Developer: With a Copy to: With a Copy to: Facsimile No.: (909) 364-2695 Jenkins & Hogin, LLP Manhattan Towers 1230 Rosecrans Avenue, Suite 110 Manhattan Beach, CA 90266 Attention: Mark D. Hensley, Esq. Facsimile No.: (310) 643-8441 Either City or Developer may change its mailing address at any time by giving written notice of such change to the other in the manner provided herein at least ten 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" Exhibit `B" Exhibit "C" Exhibit "D" Property Conceptual Project Site Plan Assignment and Assumption Agreement Permitted Businesses 19 Opus/City of Chino Hills/Shoppes 11 Development Agreement 37513-01425/ 101107008.3 08/05/08 Exhibit "B" Approved Hotels Exhibit "F" Form for Approval of Substantially Conforming Business 20. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof (but not matters addressed in the P&S Agreement), and all prior agreements or understandings, oral or written, are hereby merged herein except those provisions in the P&S Agreement. 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 phrase, sentence, or section 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. Relationshin 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 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 Partv 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 Citv 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 and, in accordance with this Agreement, shall commence in a timely manner to proceed to complete all steps necessary for the implementation of this Agreement and Development of the Project or Property in accordance with the terms of this Agreement. 27. No Joint and Several Liabilitv. No breach hereof by an individual Party shall constitute a breach by a non -breaching Party. Any remedy, obligation, or liability arising by reason of such breach shall be applicable solely to the Party that committed the breach. 20 Opus/City of Chino Hills/Shoppes 11 Development Agreement 37533-01425/ 101107008.3 09/05/08 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 this 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. The terms "Paragraph" and "Section" shall be used intercbangeably to refer to the sections and subsections of this Agreement. 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 this 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 Iaws 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. Attornevs' 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 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. Covenant of Good Faith and Fair Dealing. No Party shall do anything that shall have the effect of materially harming or injuring the right of the other Parties to receive the benefits provided for in this Agreement; each Party shall refrain from doing anything that would render its performance under this Agreement impossible; and each Party shall do everything that this Agreement contemplates that such Party shall do in order to accomplish the objectives and purposes of this Agreement. Notwithstanding the foregoing, and subject to the limitations imposed by this Agreement, the City shall have the authority granted to it by Applicable Rules and state law to exercise discretion with regards to discretionary actions that arise subsequent to the Effective Date. 33. Approvals. Unless expressly provided for in this Agreement to the contrary, or otherwise required by law, all approvals required of the City or the Developer shall not be unreasonably withheld, any exercise of discretion shall be reasonable and any approval or disapproval shall be given within a reasonable time. Notwithstanding the foregoing, amendments to this Agreement, the Specific Plan, the Chino Hills General Plan and Municipal Code requested by Developer are subject to the City's sole and absolute discretion. Unless otherwise specifically allowed for pursuant to this Agreement, amendments to this Agreement, the Specific Plan, the Chino Hills 21 Opus/City of Chino Hills/Shopper 11 Development Agreement 37513-01425/ 101107008.3 09/05/08 General Plan and Municipal Code which are adopted by the City subsequent to the Effective Date but are not agreed to by the Developer in writing, shall not be applicable to the Property during the term of this Agreement. 34. Countemarts. 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. 35. 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. 22 Opus/City of Chino Hills/Shoppes 11 Development Agreement 37513-01425/ 101107008.3 08/05/08 36. Authority and Enforceability. City and Developer hereby covenant, represent and warrant to each other that neither will assert the lack of authority or enforceability of this Agreement against each other. 37. Indernnification/Defense. The Developer shall defend, indemnify and hold harmless the City and its appointed and elected officials, officers, employees and agents from and against any and all losses, liabilities, fines, penalties, costs, claims, demands or damages of whatsoever kind or nature brought by a third party that arises from or relates to the approval of this Agreement and/or the Project Approvals and/or the Developer's performance thereunder. IN WITNESS WHEREOF, Developer and City of Chino Hills have executed this Development Agreement on the date first above written. ATTEST Mary McDuffee City Clerk APPROVED AS TO FORM: By: Mark D. Hensley, City Attorney CITY: CITY OF CHINO HILLS, a municipal corporation By: Name: Mayor DEVELOPER By: Name: Its: 23 Opus/City of Chino Hills/Shoppes 11 Development Agreement 37513-01425 / 101107008.3 03105108 EXHIBIT A Property Legal Description Parcel I of Parcel Map No. 17933 EXHIBIT A Opus/City of Chino Hills/Shoppes 11 Development Agreement 37513-01425/ 101107008.3 08/05/08 Conceptual Project Site Plan (To be attached) EXHIBIT B Opus/City of Chino Hills1Shoppes 11 Development Agreement 37513-01425/101107008.3 08105108 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, a ("Assignor"), and a ("Assignee"). RECITALS A. The City of Chino Hills ("City") and Assignor entered into that certain Development Agreement dated . 200_ (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, including without limitation, approval of for 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 to the extent set forth below. THEREFORE, the parties agree as follows: I. Assiemment. 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. Except for 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 but not limited to those obligations specifically allocated to the Transferred Parcel as set forth on Exhibit "C" attached hereto, but excluding Opus/City of Chino Hills/Shopper 11 EXHIBIT C Development Agreement 37513-01425 / 101107008.3 08/05/08 3. 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. 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. IN WITNESS WHEREOF, the parries hereto have executed this Agreement as of the dates set forth next to their signatures below. Date: Date: "ASSIGNOR" By: Its: "ASSIGNEE" LE Its: Opus/City of Chino Hills/Shoppes 11 EXHIBIT C Development Agreement 37513-01425 / 101107008.3 08/05/08 RECEIPT BY CITY The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of Chino Hills on this _ day of , CITY OF CHINO HILLS Community Development Director or Designee STATE OF CALIFORNIA ) SS: COUNTY OF ) On , 200_1 before me, , a Notary Public, personally appeared , personally known to me (or 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 he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA ) SS: COUNTY OF ) (Seal) On , 200, before me, , a Notary Public, personally appeared , personally known to me (or 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 he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) Opus/City of Chino Hills/Shoppes 11 EXHIBIT C Development Agreement 37513-01425 / 1011070083 08/05/08 Exhibit "D" THE SHOPPES AT CHINO HILLS TENANT LIST / PERMITTED BUSINESSES Revised April 10, 2006 Abercrombie & Fitch August Max ABS by Allen Schwartz Auntie Anne's/Cre-amo A Night on the Town Aura Science A Pea in the Pod Aveda Acorn Avid Active Avitatt Adidas Avventura Adventure 16 A/X .Armani Exchange Aeropostale Bear Rock Cafd Aerosoles BabyGap After Hours Formalwear Babystyle Agnona Baby Unique Aldo Shoes Baccarat Allen Edmonds Bahama Breeze .All The Rage Baby Bailey, Banks & Biddle Allure Baker Shoes American Eagle Bally Ann Taylor Bamboo Club Ann Taylor loft Banana Republic Anne Fontaine Bangkok Four Anne Klein Bang & Olufsen Anthropologic Bare Elegance Apple Barnes & Noble April Cornell Barney's N.Y. Apropos Baskin Robins Archivers Bass Arden B Bassett Furniture Arhaus Bath & Body Works At -Ease BCBG Max Azria Exhibit "D" THE SHOPPES AT CHINO HILLS TENANT LIST / PERMITTED BUSINESSES Revised April 10, 2006 Beach Access/Girls Bostonian Beach Bums Boston's Gourmet Pizza Beachworks/Girl's Bottega Veneta Bear Rock Cafe Brighton Collectibles Bebe/Bebe Sport Brigantine Restaurant Bella Casa Bristol Farms Beilini Brooks Brothers Ben Bridge Jeweler Brookstone Benchley Luggage & Gifts Bruno Magh Benetton Buca Di Beppo Benihana. Build -A -Bear . Benvni Burberry Betsey Johnson Bvigari Between The Sheets Cache Biaggi's Ristorante Italian California Pizza Kitchen Birkenstock Calvin Klein Billabong Candleman Bison Bisou Canyon Cafe B.J.'s Pizza Carter Children's Clothing Black, Starr & Frost Cartier Bloomingdale's Casual Corner Bluewater Grill Caswell -Massey Blue Willi's Cathy Jean Shoes Bodega Chocolates Celine Body Shop Cento & Fanti Bombay Company/Kids Champs Sports Borders Champps Bose Champagne French Bakery Boss Chanel Boutique Exhibit "D" THE SHOPPES AT CHINO HILLS TENANT LIST / PERMITTED BUSINESSES Revised April 10, 2006 Charles David Charlotte Cheeseburger in Paradise Cheesecake Factory Chico's Chimayo Grill China Grill Chino's Children's Place Christian Dior Christofle Christopher & Banks Chopard Cielo Home C. J. Banks Claddagh Irish Pub Claim Jumper Claire's Claire's Boutique Clark's Club Libby Lu Club Monaco Coach Coffee Bean & Tea Leaf Coldwater Creek Cole Haan Container Store Corner Bakery Cozymel's Crabtree & Evelyn Crane & Co. Crate & Barrel Crescent City Beignet Cucina Cucina Cutter & Buck DeBrand Fine Chocolates Daily Grill Daily Grind Dave & Buster's David Yurman DC Shoe Co. USA Design Within Reach Diane's Swimwear Dick's Sporting Goods Diesel Discovery Channel Store Disney Store DKNY Doke & Gabbana Dooney & Bourke Draper's & Damon's Dressbarn/Woman Dupuis Duxiana Easy Spirit EB Games Ecco Ecko unitd. Exhibit "D" THE SHOPPES AT CHINO HILLS TENANT LIST / PERMITTED BUSINESSES Revised April 10, 2006 Eddie Bauer Franklin Covey Eddie Merlot's Franchesca's Collection Eileen Fisher French 75 Einstein Brothers French Quarter Home El Chula Fresh Memonade Ellen Tracy Friends Elle Boutique Gadzooks El Torito (Grill) Galyan's Elephant Bar Game Stop Emporia Armani GapBodylKids Escada Gary's ESPN Lone Gelsons Everything but Water Giorgio Armani Express / Men's Girl Mania Europtical Global Passport Faconnable Gloria Jean's Coffee Family Christian Store Godiva Chocolatier Famous Dave's Barbecue Golfsmith Fendi Gordon Biersch Fitigues Grand Central Stationery Finish It Grasshoppers Finish Line Gulf Stream Fleming's Prime Steakhouse Gucci Foot Locker Guess For Joseph Gymboree Forever 21 H & M Forth & Towne Hallmark Fossil Hanna Anderson Fox Sports Grill Hard Rock Cafd Exhibit "D" THE SHOPPES AT CHINO HILLS TENANT LIST / PERMITTED BUSINESSES Revised April 10, 2006 Harry & David Helly Hansen Hermes Hobie Hold Everything Hollister Home Goods Hop Topic Houston's Hugo Boss Hyde Park Grill Ice Accessories Illuminations II Fornio Improv Comedy Indigo Nation Indiago Palms Islands Italian Home Store Izod Jacardi J Crew/Kids J. Jill Janie & Jack Japanese Weekend Maternity Jared's Jewelry Jennifer Croll Jessica McClintock Jimmy Choo Joe's Crab Shack John Lobb John Varvatos Johnny Rockets Johnston & Murphy Jones New York Jos. A. Banks Jostmar Jewelers Journeys Judith Leiber Juicy Couture Jules Allen Just for Feet Justice (Limited Too Brand) Juxtaposition Home Karl Strauss Kay Jewelers Kenneth Cole King's Fish House Kirkland's Kobe Steakhouse Kona Grill L' Occitane Lacoste La Diva Lady Foot Locker Lahaina Galleries Lalique Exhibit "D" : THE SHOPPES AT CHINO HILTS TENANT LIST / PERMITTED BUSINESSES Revised April 10, 2006 Lane Bryant Macy's Women's Shoes La Perla Mango Lazy Dog Caf6 Maggiano's Le Creuset Marie Callendar's Levi's Store Market Broiler LG's Steakhouse Marina Rinaldi Lilly Pulitzer Martin Lawrence Galleries Limited Marmi Lunited Too Mastro's Ocean Club Linen Gallery Max & Company Liz Claiborne Maurices Logan's Roadhouse MaxMara Lola Rouge Max Studio Loehmann's McCormick & Schmick's Longhorn Steakhouse Merle Norman Loro Pians Metropolitan Museum of Art Louie Permelia Millie Louis 'Vuitton Mikasa Lucille's BBQ Miikimoto Lucky Brand Mimi Maternity Lucky Strike Lanes Miss Sixty 1Energie Lucy Fahron & Co. Modern Romance Lululemon Athletica Montblanc Lush Cosmetics Morton's Maidenform Motherhood Maternity MAC Nathan Alan Jewelers Mac & Madi Naturalizer Macaroni Grill Nautica Macy vs Nese Gallery Exhibit "D" THE SHOPPES AT CHINO HILLS TENANT LIST / PERMITTED BUSINESSES Revised April 10, 2006 New Balance Pack Sunwear New York & Co. Pacific Whey Cafd & Baking Co. New York Grill Pampolina Nicole Miller Panera Bread Nilce Panchero's Mexican Grill Nine Star Papaya Nine West Papyrus No Fear Paradise Pen Noggin Noodle Toys Pat & Oscar's Nordic Trak Patrick James Nordstrom Paul Frank O' ClWley's Pei Wei Oakley Petite Sophisticate Oil & Vinegar P.F. Chang's Oilily Picture People Olivers & Co. Pier i Imports One Thousand Steps Pink Wasabi On the Border Plymouth Candle Opah Polo Organized Living Porsche Design Oregon Scientific Pottery Barn/Kids Origins Prego Orrefors Kosta Dods Preidt Orvis Priorities Osa Sun Puiforcat Osh Kosh Puma Outback Steakhouse Pumpkin Patch Par, Sun Puzzle Zoo Pacific Grill Quiksilver 7 Exhibit "D" THE SHOPPES AT CHINO HILLS TENANT LIST / PERMITTED BUSINESSES Revised April 10, 2006 Rainforest Cafe S&K Menswear Ralph Lauren Sage Rampage Salvatore Ferragamo Rangoni Firenze Saks Fifth Avenue Ra Sushi Salt Creek Grill Rebel Sapporo's Red Lobster Scandia Down Red Robin Scott's Seafood Red Rock Chili Co. Scheels All Sports Reebok See's Candies REI Select Comfort Restoration Hardware Selvaggio Retrospect Sephora Right Start Sergio Rossi Ritz Camera Shabby Chic Roberto Cavalii Sharper Image Rock Bottom Brewery Shoefty Rockfish Seafood Grill Silk Trading Company Rockport Shoes Skecbers Rocky Mountain Chocolate Factory Smith & Hawken Ron Herman Smokey Bones BBQ Room & Board Software Etc. Roy's SOHO Roxy Sole Comfort Ruby's Solstice Russo's Pet Soma Ruth Chris Sony Style R. R. Freestyle Sports Dreams 20' Swing Sprouts Exhibit "D" THE SHOPPES AT CHINO HILLS TENANT LIST / PERMITTED BUSINESSES Revised April 10, 2006 St. Croix The Edge St. John The Face Shop Starbuck's Coffee The Territory Ahead Sterling Jewelers Things Remembered Steve Madden This Little Piggy Wears Cotton Stride Rite Thomas Kinkade Galleries Stuart Moore Thomas Station Stuart Weitzman. Tiffany Subtle Tones Tilly's Sunglass Hut Timberland Sur La Table Tod's swatch Tommy Bahama Sycamore Inn Toni & Guy T. G. I. Friday's Tony Roma's Tadashi Torrid Talbot's Toumeau Talbot's Kids Tower Records Talbot's Men Toy Boat Talbot's Petite$ Trade Seciets Talbot's Women Trader Joe's Taps Brewing Traditional Jewelers Temple St. Clair Trophy's Teuscher Chocolates Tse Terese Zache Designs Tumi TH (Tommy Hiif ger) Turner New Zealand Thailbon Tutto Mare The Buckle Tu Value The Children's Place Twist The Closet ULTA I Exhibit " D" THE SHOPPES AT CHINO HILLS TENANT LIST / PERMITTED BUSINESSES Revised April 10, 2006 Uniglo Whole Foods Urban Gardener Wild Oats Urban Outfitters Williams Sonoma Urbane Zen Wilson Leather Valentino Wireless Toys Van Cleef & Arpels Wolf Camera Vans Wolford Vertigo Wolfgang Puck Vessia Wood Ranch BBQ Via Lago X I Clothing Via Spiga Yankee Candle Vie de France Yard House Victoria's Secret Yoshinoya Villeroy & Boch Yves Saint Laurent Virgin Music Z Gallerie Vitamin Shoppe Z Tejas Vitamin World Zales Walking Company Zara Watch Station Zumiez Watch Works Zutopia Watchworld Waterworks Wedgewood-Waterford Weisfield Jewelers Wentworth Gallery West Elm Wet Seal White House/Black Market Whitehall Jewelers in Exhibit "D" THE SHOPPES AT CHINO HILLS TENANT LIST / USE RESTRICTIONS Revised Apri110, 2006 Cell Phone Tenants (Maximum 2 Tenants 5,000 SF total) Cingular Wireless Nextel Sprint T-Mobile Verizon Wireless Yakety Yak Wireless Ground Floor Office Tenants (Maximum 5,000 SF total First Floor) Bank of America Bank One Citibank Downey Savings Fleet Bank Fremont Investment & Loan Union Bank US Bank Washington Mutual Wells Fargo Bank Service Commercial (Maximum 10,000 SF total First Floor) All Star Collectibles Amadeus Spa Beauty First Burke Williams Day Spa California Closets Carlton Hair First Cut Friar Tux Shop I.A. Eyeworks LensCrafters Linear Hair Louie's Tux Shop Optica Optical Shop of Aspen Pearl Vision Perla Hair Studio Pure Beauty Tinder Box Toni & Guy Hairdressing Travelex Worldwide Money ULLA Eyewear Vidal Sassoon Salon Vista Optical Exhibit "D" THE SHOPPES AT CHINO HILLS TENANT LIST / USE RESTRICTIONS Revised April 10, 2006 Fast Food Tenants Pei Wei (Non -waitress service, limited to Planet Sub I5,000 SF total) Potbelly's Auntie Anne's Pretzels Quizuo's Baskin -Robins RA Sushi Ben & Jerry's Rubio's Blondie's Cookies Salsa Mar Blue Chip Cookies Subway Buffalo Wild Wings Temptations Chocolates Chipotle Thai Spice Coldstone Creamery Urban Thai Custard's Last Stand Waboo's Dietrich Coffee Wetzel's Pretzels Fatburger Fuzziwigs Candy Factory Haagen Dazs lt's A Grind Coffee Jamba Juice Kelly's Coffee and Fudge Factory LaSalsa Fresh Mexican Grill Marble Slab Maui Wowi Mrs. Field's Cookies New Zealand Natural Ice Cream Panda Express Panera Bread Company Paradise Bakery Pasta Bravo Pasta Pomodoro Peet's Coffee Exhibit D EQUIVALENT BUSINESS DETERMINATION AS APPROVED BY THE CITY MANAGER (10/22/08) Business on the Permitted Equivalent Business Business List Active Rebel Bank of America Washington Mutual Benchley Luggage & gifts Ben & Jerry's Coldstone Creamery Bombay Kids, Baby Unique, Babystyle Bookstone Claire's Corner Bakery Elle Boutique, Chanel Boutique Fossil Game Stop Harry & David Kay Jewelers Jamba Juice Levi's Store Linear Hair Carlton Hair Macaroni Grill and Maggiano's Marble Slab, Baskin Robin, Ben & Jerry's Comerica Bank Vellano Luggage Paciugo Strasburg Children Bedol Grace Panera Bread; RA Sushi Dali Boutique, Bella's Boutique Harvey's Play N Trade Farm Boy Le Vive Jewelry Surf City Squeeze L.A. Fairchild 18/8 Men's Haircare and Grooming Center (www.eiahteeneiaht.com) Dexterous Salon Modo Mio Pinkberry Yogurt Exhibit D EQUIVALENT BUSINESS DETERMINATION AS APPROVED BY THE CITY MANAGER (10/22108) Business on the Permitted Equivalent Business Business List Mrs. Field's Cookies BabyCakes Paradise Bakery Nine West DC Shoe Co. USA Nine West On the Border and Yard House Potbelly's Fatburger Pure Beauty Beauty First Pure Beauty Beauty First Pure Beauty Russo's Pet Sephora Sports Dreams Wahoo's Wahoo's Yakety Yak Wireless Verizon Wireless Mint Footwear Reflection Shoes Shiloh Shoes & Accessories Tequila Sam's Jody Maroni Deluxe Nail Salon Red Persimmon Nail Planet Beauty The Puppy Store Kamay Final Score Floyd's Fish Grill Pacific Fish Grill Exclusive Paging & Wireless SAM Devefopment ServicesiZAbuBakarlThe ShoppeslEquivalent Business Dete"ination.doc EXHIBIT E Approved Hotels Pre -approved Hotel Operations 1. Marriott Residence Inn 2. Courtyard by Marriot 3. Springfield Suites 4. Hyatt Place 5. Marriott Full Service 6. Hyatt Full Service 7. Hilton Full Service 8, Sheraton Full Service 9. Indigo 10. Ayers 11. Marriott Renaissance 12. Crown Plaza 13. Embassy Suites 14. Double Tree 15. Marriott Fairfield Inn 16, Starwood Element 17. Starwood Aloft 18. Westin 19. Staybridge Budget motels and similar operations are not consistent with the intent of the specific plan and will not be approved Opus/City of Chino Hills/Shoppes![ EXHIBIT Development Agreement 37513-01425/ 1011070083 08/05/08 11YO il-1-MA-1 Form of Approval for Substantially Conforming Business [CITY OF CHINO HILLS LETTERHEAD] 200 Re: The Shoppes at Chino Hills II— Equivalent Business Determination In accordance with Section 4.1, Permitted Uses, subsection (c) of Development Agreement No. , recorded on , 200_, as document number 200 - , the City Manager for the City of Chino Hills hereby determines that the following businesses are equivalent: Business on the Permitted Business List (Exhibit C) or within the other Lifestvle Centers [Name of Exhibit C or Lifetime Center Business] Equivalent Business [Approved Business] Therefore, from the date hereof going forward, [Approved Business] shall be (i) considered a permitted business the same as if it was initially listed on Exhibit "C"; and (ii) allowed to operate within the Shoppes at Chino Hills II. CITY OF CHINO HILLS City Manager Opus/City of Chino Hills/Shoppes 11 EXHIBIT F Development Agreement 37513-01425/ 101107008.3 08/05/08 PLANNING COMMISSION AGENDA STAFF REPORT 971 October 22, 2008 Meeting Date: Public Hearing: Discussion Item Consent Item: October 29. 2008 Agenda Item No.: 7a TO: CHAIRMAN AND PLANNING COMMISSIONERS FROM: CHRISTINE KELLY, COMMUNITY DEVELOPMENT DIRECTOR SUBJECT: ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT (EIR) (SCH No. 2004111056), AMENDMENT #3 TO THE SHOPPES SPECIFIC PLAN 04-01, TENTATIVE PARCEL MAP 19152, AND DEVELOPMENT AGREEMENT EXECUTIVE SUMMARY At its meeting on October 21, 2008, the Planning Commission continued the public hearing on this project to October 29, 2008 to allow time for the Commissioners to review the information related to the EIR addendum for the project. This memo is to provide an update to the Planning Commission staff report, dated October 21, 2008 (attached) that was prepared for the prior meeting. The overall project has not changed and the report is relevant for the Planning Commission's decision. This report does not include the Tentative Parcel Map and Specific Plan as attachments. As these documents were provided for your review for the prior meeting, please bring them with you to the hearing. PROJECT PROPOSAL In response to changes in market conditions and needs in the community since the completion of the original Specific Plan in 2005, the City, as the Applicant, is requesting an amendment (Amendment #3) to the Shoppes Specific Plan 04-01 to allow the following. 1. To change the "Shoppes Residential" land use designation to "Shoppes Mixed - Use". The change would permit a mix of multifamily residential, hotel, commercial (retail, restaurant and office) uses. 2. To allow an approximately 19,000-square foot community center to be located within the Park Residential district. Meeting Date: October 29, 2008 Page: 2 SUBJECT: ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT (EIR) (SCH No. 2004111056), AMENDMENT #3 TO THE SHOPPES SPECIFIC PLAN 04-01, TENTATIVE PARCEL MAP 19152, AND DEVELOPMENT AGREEMENT To implement these changes, the project consists of four primary components: 1. Approval of an Addendum to the Environmental Impact Report (EIR) (SCH No. 2004111056) for The Shoppes at Chino Hills Specific Plan. 2. Amendment #3 to the Shoppes Specific Plan 04-01 to designate the Shoppes Mixed -Use District, and plan for the community center. 3. Approval of Tentative Parcel Map 19152 that subdivides Parcel 1 of Parcel Map 17933 into two (2) parcels for the future development of the hotel, commercial/retail and residential uses within the Shoppes Mixed -Use project site. The size of Parcel 1 is 5.146 acres. The size of Parcel 2 is 3.028 acres. 4, Approval of a Development Agreement ("Agreement') prepared pursuant to Government Code 65865 between the City of Chino Hills and the future developer of the Shoppes Mixed -Use project site. UPDATE TO PREVIOUS PLANNING COMMISSION STAFF REPORT 1. The City is the Applicant for the entitlement for this project. Previously, Opus was also an applicant but has since pulled out and may be one of the potential bidders for the project. 2. After further consideration, Staff has updated a few of the Conditions of Approval for clarification and to avoid ambiguity. Additionally, items of concerns in the Specific Plan that were mentioned in the previous Planning Commission staff report are required to be addressed. These items relate to clarification on the minimum requirement for landscaping; entitlement process for the hotel prior to submittal of the construction plans; maximum height of walls/fences within the setback areas; and signage. The errata sheets regarding these items are attached for your review. 3. The previous Exhibit D of the Development Agreement, which provides general information regarding businesses that are permitted within the Specific Plan, has been revised to provide a specific listing of tenants and equivalent businesses that are approved (attached). These users are the same users approved for the existing Shoppes Lifestyle Center. RECOMMENDATION Staff recommends that the Planning Commission adopt the attached resolution recommending to the City Council certification of the EIR Addendum and approval of the Development Agreement between the City of Chino Hills and the future developer of the Mixed -Use project site, and approval of Tentative Parcel Map 19152 and Amendment #3 to the Shoppes Specific Plan 04-01. Meeting Date: October29, 2008 Page: 3 SUBJECT: DEVELOPMENT AGREEMENT, TENTATIVE PARCEL MAP 19152, AND AMENDMENT #3 TO SPECIFIC PLAN 04-01 (THE SHOPPES) PUBLIC COMMENTS No public comments have been received to date. ENVIRONMENTAL ASSESSMENT: An Addendum to the Environmental Impact Report (EIR) (SCH No. 2004111056) for The Shoppes at Chino Hills Specific Plan has been prepared for the project in accordance with the California Environmental Quality Act (CEQA) as amended (Public Resources Code Section 21000 et seq.) and the CEQA Guidelines (California Administrative Code, Title 14, Section 15000 et seq.). In accordance with Section 15164(a) of the CEQA Guidelines, the Addendum to the EIR has been prepared because the project requires changes and/or additions to the previously certified EIR; however, none of these would create a new or more significant impact. ^Respectfully Submitted By: q Pr and Recommended by: Christine Kelly ° bu—r Community Development Director Asst. Community Development Director - Development Services Attachments: Errata Sheet Resolution — SPA, TPM, and EIR Addendum Resolution — Development Agreement Conditions of Approval Exhibit "A" — Development Agreement Exhibit "B" — Tentative Parcel Map (previously provided) Exhibit "C — Specific Plan Amendment (previously provided) Exhibit "D" — EIR Addendum Planning Commission Staff Report dated October 21, 2008 (without attachments) 003 NOTICE IS HEREBY GIVEN that the City Council of the City of Chino Hills will hold a public hearing on Wednesday, November 12, 2008, at 7:00 p.m., in the Council Chambers of City Hall located in the Government Center, 14000 City Center Drive, Chino Hills to consider the following project: CASE NOS.: Development Agreement, Tentative Parcel Map 19152, and Amendment #3 to Specific Plan 04-01 APPLICANT: City of Chino Hilts PROPOSAL: The City of Chino Hills is proposing a Development Agreement ("Agreement") prepared pursuant to Government Code 65865 between the City of Chino Hills and the future developer of the Mixed -Use project site. The Development Agreement outlines terms relative to the development of the Shoppes Mixed -Use project, such as the approved commercial/retail and hotel tenant lists. Through the Agreement, the City would vest the right of the future developer to develop the Shoppes Mixed -Use property in accordance with the project approvals, including Specific Plan 04-01 provisions, conditions of approval and mitigation measures. The City is also proposing Tentative Parcel Map 19152 that subdivides Parcel 1 of Parcel Map 17933 into two (2) parcels for the future development of the hotel, commercial/retail and residential uses within the Shoppes Mixed -Use project site. Finally, the City is proposing amendment #3 to Specific Plan 04-01 to allow for a mixed -use development, which includes permitting the development of a mix of uses that include commercial/retail, office, apartments, hotel, and community center uses. Also proposed are various development standards to be revised to allow for an urban mixed -use development. LOCATION: Shoppes Mixed -Use Site: Generally southeast corner of Grand Avenue and Peyton Drive. Located north of St. Paul the Apostle, south of Shoppes Retail, west of Boy's Republic, east of the Post Office and Government Center. Communitv Park/Park Residential: Northwest corner of Peyton Drive and Eucalyptus Avenue. Located west of Ayala High School and south of McCoy Equestrian Center. A.P.N.: 1022-021-30 and 31 ENVIRONMENTAL Following a duly noticed public hearing before the City Council on August 23, 2005, the City of REVIEW: Chino Hills adopted an Environmental Impact Report (EIR) and associated Findings of Fact, Statement of Overriding Considerations and Mitigation Monitoring Program, for the subject project in accordance with the State of California Environmental Quality Act, California Public Resources Code Sections 21000, et seq., ("CEQA") and the CEQA Guidelines. in accordance with Section 15164 of the CEQA Guidelines, the proposals are consistent with the approved and certified EIR, and as set forth with the project environmental documentation the City of Chino Hills has determined that none of the conditions identified in Section 15162 occur and therefore, an addendum was prepared. STAFF: Christine Kelly, Community Development Director Henry Noh, Principal Planner Joann Lombarbo, Planning Consultant Any person affected by this application may submit their concerns in writing prior to the hearing or appear in person and be heard in support or opposition to the proposal at the time of the hearing. Due to time constraints and the number of persons wishing to give oral testimony, time restrictions may be placed on oral testimony at the public hearing regarding this proposal. You may wish to make your comments in writing to assure that you are able to express yourself adequately. If you challenge any decision regarding the above proposal in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice or in written correspondence delivered to the City Council at, or prior to, the public hearing. The City Council in their deliberation could approve an alternative proposal for the above �oject. The proposed project application and environmental finding may be viewed Monday, Wednesday, Thursday and r'riday from 7:30 a.m. to 3:30 p.m. and Tuesday from 7:30 a.m. to 7:00 p.m. in the Community Development Department, City Hall, 14000 City Center Drive., Chino Hills, California. Additional information regarding this project may be obtained from Henry K. Noh, Principal Planner, with the Community Development Department at (909) 364-2761. APN: 1022-021-49 & 1022-021-56 103220137 102402207 SHOPPES AT CHINO HILLS INC LEE, GEORGE S DHAND, SUBHASH TR C/O OPUS WEST CORPORATION 3058 GALLOPING HILLS RD 1433 W MERCED STE 311 55 E CAMELBACK RD STE 800 CHINO HILLS, CA - 91709 WEST COVINA, CA - 91790 AOENIX AZ 85016-9267 APN: 1022-021-28 & 1022-021-29 ROMAN CATHOLIC BISHOP OF SAN BDNO 1201 E HIGHLAND AVE SAN BERNARDINO CA 92404 APN: 1022-291-08 BOYS REPUBLIC 3493 GRAND AVE CHINO HILLS CA 91709 103220132 COFFIN, RAYMOND J 3094 BUCKHAVEN RD CHINO HILLS, CA - 91709 103222102 CABALLERO FAMILY TRUST 12-27-90 14566 PEYTON DR CHINO HILLS, CA - 91709 APN: 1022-021-12 UNITED STATES POSTAL SERVICE 103220138 C/O PACIFIC FACILITIES SERV OFFICE LIN, LIU-YUH 395 OYSTER POINT BLVD STE 225 3052 GALLOPING HILLS RD SOUTH SAN FRANCISCO CA 94099- CHINO HILLS, CA - 91709 0300 103220130 APN: 1022-021-30, 31, 32, 35, 36, 37, 38, LEE, FLING 39, and 40 3099 BUCKHAVEN RD CITY OF CHINO HILLS CHINO HILLS, CA - 91709 102402208 103245104 KENNEDY, RONALD LEE GOULET, LOUIS L 2951 ENGLISH RD 2299 AVENIDA LA PAZ - CHINO HILLS, CA - 91709 CHINO HILLS, CA - 91709 102402209 103220139 CHINO VALLEY EQUINE THUNE, JOHN H II PROPERTIES LLC 3044 GALLOPING HILLS RD 2945 ENGLISH RD CHINO HILLS, CA - 91709 CHINO HILLS, CA - 91709 103220131 103220136 KIM, YONG SUN MOORE, GEORGE E JR 3098 BUCKHAVEN RD 3064 GALLOPING HILLS RD CHINO HILLS, CA - 91709 CHINO HILLS, CA - 91709 103222104 103220135 CABALLERO, MADALENE AGWUENU, AUGUSTINE 14566 PEYTON DR 3076 BUCKHAVEN RD CHINO HILLS, CA - 91709 CHINO HILLS, CA - 91709 ;220134 103220133 DODD, DENNIS E HAMADA, ROY KAZUO 3082 BUCKHAVEN RD 3088 BUCKHAVEN RD CHINO HILLS, CA - 91709 CHINO HILLS, CA - 91709 102402210 CROSS, GARY K 2991 ENGLISH RD CHINO HILLS, CA - 91709 102579111 GOMES, NORMA F LIVING TRUST 9 14-00 3340 TACT CT CHINO HILLS, CA - 91709 102233105 CHINO UNIFIED SCHOOL DIST 5130 E RIVERSIDE DR CHINO, CA - 91710 102233107 CORP PRES BISHOP CH J C L D S 3332 EUCALYPTUS AVE CHINO HILLS, CA - 91709 102501113 SAN BERNARDINO CO FLOOD CONTROL DIST 825 E THIRD ST SAN BERNARDINO, CA - 92415 102501104 MOE FAM TR 12/1/06 14551 PEYTON DR CHINO HILLS, CA - 91709