HomeMy WebLinkAboutContracts & Agreements_39-1991_CCv0001.pdf q .,..
RECORDING REQUESTED BY AND ,�
WHEN RECORDED MAIL TO; 91 DEC
CITY CLERK'S OFFICE SAS BERNARDINO
CITY OF REDLANDS COUNTY. CALIF.
P. O. BOX 3005
REDLANDS, CA 32373
Space Above This Line For Recorder's Use
DEVELOPMENT AGREEMENT
between
KAISER FOUNDATION HOSPITALS
and
CITY OF REDLANDS
08/29/91
i
91-454225
''ABLE OF CO!!TNTS
-EL—
Section pAqe
1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2 Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3 Mutual Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4 Interest of Developer. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5 Binding Effect of Agreement. . . . . . . . . . . . . . . . . . . . . . 7
6 Project as a Private Undertaking. . . . . . . . . . . . . . . . . 7
7 Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8 Changes in Project. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9 Hold Harmless. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10 Vested Right. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11 General Development of the Project. . . . . . . . . . . . . . . 10
12 Rules, Regulations and Official Policies. . . . . . . . . 14
13 Amendment or Cancellation of Agreement. . . . . . . . . . . 15
14 Enforcement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
15 Periodic Review of Compliance With Agreement. . . . . 15
16 Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
17 Institution of Legal Action. . . . . . . . . . . . . . . . . . . . . . 17
isWaivers and Delays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
19 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
20 Attorney's Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
21 Transfers and Assignments. . . . . . . . . . . . . . . . . . . . . . . . 18
22 Cooperation in the Event of Legal Challenge. . . . . . 19
23 Eminent Domain. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
24 Authority to Execute. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
25 Recordation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
26 Protection of Mortgage Holders. . . . . . . . . . . . . . . . . . . 19
91-454225
27 Severability of Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
28 Subsequent Amendment to Authorizing Statute. . . . . . 21
29 Section Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
30 Incorporation of Recitals and Exhibits. . . . . . . . . . . 21
31 Rules of Construction and Miscellaneous Terms. . . . 21
32 Effect on Title. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
33 Incorporation of Conditions from Environmental
Review. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
34 Liability Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
35 Security for Developer's Performance. . . . . . . . . . . . . 22
EXHIBIT
"All LEGAL DESCRIPTION OF PROPERTY
"Bit THE PROJECT
tic## PUBLIC INFRASTRUCTURE CONDITIONS
91-454225
DEVELOPMENT AGREEMENT
(Pursuant to Government Code
Sections 65864 - 65869. 5)
This DEVELOPMENT AGREEMENT ("Agreement") is entered into on
September 3, 1991, between KAISER FOUNDATION HOSPITALS, A
California nonprofit public benefit corporation ("Developer") ,
and the CITY OF REDLANDS, a municipal corporation organized and
existing under the laws of the State of California ("City") .
Developer and City are sometimes collectively referred to herein
as: the "parties. "
R E C I T A L S
This Agreement is predicated upon the following facts:
A. These Recitals refer to and utilize certain capitalized
terms which are defined in this Agreement. The parties intend to
refer to those definitions in conjunction with the use thereof in
these Recitals.
B. California Government Code ("Government Code") Sections
65864-65869.5 (collectively the "Development Agreement Law")
authorize the City to enter into binding development agreements
with persons having a legal or equitable interest in real
property for the development of such property, all for the
purpose of strengthening the public planning process, encouraging
private participation and comprehensive planning and reducing the
economic costs of such development.
C. This Agreement is adopted pursuant to Government Code
Section 65865.
D. Developer has entered into an agreement to purchase and
is the proposed developer of approximately thirty-eight (38)
acres of land as described on Exhibit "A" (the "Property") , which
is located in the City.
E. Developer proposes to develop a multi-phased medical
center requiring major investment in public facilities and
substantial front end investment in on-site and off-site
3
%9 -45, 225
1 4
improvements in order to make the Project (as such term is
defined below) feasible.
F. The Property is located within the boundaries of the
East Valley Corridor Specific Plan ("Corridor Plan") which was
adopted as Ordinance No. 2086 by the City Council of the City on
September 5, 1989, pursuant to the provisions of Government Code
Sections 65450, gj seq.
G. The City's General Plan designation for the Property is
Urban services District. The Property is located within a
Special Development land use designation under the Corridor Plan
and is contained entirely within a single Planned Development
Envelope. Developer and City desire to provide through this
Development Agreement development criteria and parameters of
allowable development applicable to the Property which will
provide for maximum, efficient utilization of the Property in
accordance with sound planning principles and the Corridor Plan
as adopted by the City.
H. Developer has requested City to consider entering into
a development agreement relating to the Project and proceedings
have been taken in accordance with City's rules and regulations
relating to development agreements.
I. In accordance with City Municipal Code Section
18. 220. 100, the City Planning Commission has held a duly noticed
public hearing on this Agreement and made written recommendations
and findings on the Agreement to the City Council.
J. The City Council has found that this Agreement:
(a) Is consistent with the objectives, policies,
general land uses and programs specified in the City's General
Plan and the Corridor Plan;
(b) Is compatible with the uses authorized in, and the
regulations prescribed for, the zoning district in which the
Property is located;
(c) Is in conformity with and will promote public
convenience, general welfare and good land use practice;
(d) Will not be detrimental to the public health,
safety and general welfare;
(e) Will not adversely affect the orderly development
of property or the preservation of property values; and
4
91-45422ol
(f) Will promote and encourage the development of the
Project by providing a greater degree of requisite certainty.
K. On September 3, 1991 the City Council of the City
adopted ordinance No. 2171, approving this Agreement with
Developer.
L. City has found and determined that the execution of this
Agreement is in the best interest of the public health, safety
and general welfare of City and its residents and that adopting
this Agreement constitutes a present exercise of its police
power.
A G R E E M E N T
The parties agree as follows:
1. Definitions.
1. 1 "Agreement" is this Development Agreement.
1.2 "Agreement Date" is the date this Agreement is
approved by the City Council.
1.3 "Applicable Law of the Project" means the Corridor
Plan and Concept Plan, in so far as they pertain to the Property,
and all of those ordinances, resolutions, codes (except as
provided in Section 12. 1) , rules, regulations and official
policies of City governing the development and use of the
Property as of the Agreement Date, including, without limitation,
the permitted uses of the Property, the density and intensity of
use, the maximum height and size of proposed buildings, the
provisions for reservation or dedication of land for public
purposes, and the design, improvement and construction standards
and specifications applicable to the development of the Property.
Specifically, but without limitation, the Applicable Law of the
Project shall allow Developer to develop the Project in
accordance with the intensity, specifications and phasing
described in Exhibit "B" . To the extent any of the foregoing are
amended from time to time with the consent of Developer, the
Applicable Law of the Project shall include such matters as so
amended.
1.4 "City" is the City of Redlands, California.
1.5 "Concept Plan" is that certain document approved
on July 16. 1991 entitled Barton Center Redlands Concept Plan
Number 1 and prepared and approved in accordance with Section
EV1. 0405 of the Corridor Plan, and as in effect as of the
Agreement Date.
5
91-454225,
1. 6 "Corridor Plan" is the East Valley Corridor
Specific Plan adapted as City Ordinance No. 2086 and in effect as
of the Agreement Date. Subsequent amendments to the Corridor
Plan shall not, without the prior written consent of Developer,
apply to the Project.
1.7 "Effective Date" is that date which is the later
to occur of when: (a) the time for filing a referendum petition
relating to this Agreement expires if no such petition is filed
within such period; (b) the results of a referendum election are
declared by the City Council if a referendum petition is filed
within the applicable period; or {c} in the event of any legal
action relating to or affecting the validity or enforceability of
this Agreement or the Concept Plan, including without limitation
any action challenging the approval or validity of this Agreement
or the Concept Plan or any referendum related to them, the date
of dismissal with prejudice of the action, or of final
disposition of the action by the court and exhaustion or
termination of all applicable periods for judicial review,
whether by grit, appeal, or otherwise.
1.8 "Developer" is Kaiser Foundation Hospitals, a
California nonprofit public benefit corporation, and its
successors in interest to all or any part of the Property.
1.9 "Project" is the proposed development of the
Property as a multi-phased medical center as further described in
Exhibit B.
1,10 "Property" is the real property on which the
Project will be located as described on Exhibit "A".
2 . Exhibits. The following documents are referred to in
this Agreement, attached hereto and incorporated herein by this
reference:
Exhibit Desianation Description
A Legal Description of the Property
B The Project
C Public Infrastructure Conditions
. Mutual Benefits. This Agreement is entered into for j
the purpose of carrying out the Project in a manner that will
insure certain anticipated benefits to both City, including,
without limitation, residents of City, and Developer as set forth
in this section. City and Developer agree that certain
6
9 -454225
assurances on the part of each party as to the Project will be
necessary to achieve those desired benefits.
3.1 Benefits to Citv. The benefits to City
(including, without limitation, the residents of City) under this
Agreement include, but are not limited to. (a) improvements to
roadways, (b) siting of another major medical services facility
within the city; and (c) the creation of jobs within the City.
3.2 Benefits to Developer. Developer has expended and
will continue to expend substantial amounts of time and money on
the planning and infrastructure construction of the Project. In
addition, Developer will expend substantial amounts of time and
money in constructing public improvements and facilities and in
providing for public services in connection with the Project.
Developer would not make such additional expenditures without
this Agreement and such additional expenditures will be made in
reliance upon this Agreement. The benefit to Developer under
this Agreement consists of the assurance that Developer will
preserve the right to develop the Project.
4. Interest of Developer. Developer represents that
Developer has entered into an agreement for the purchase of, and
has an equitable interest in, the Property.
5. Binding Effect of Agreement. The burdens of this
Agreement bind and the benefits of this Agreement inure to the
successors in interest of the parties thereto.
f. Pro 'ect as a Private Undertaking. It is specifically
understood and agreed by and between the parties hereto that the
development of the Project is a private development, that neither
party is acting as the agent of the other in any respect
hereunder, and that each party is an independent contracting
entity with respect to the terms, covenants and conditions
contained in this Agreement. No partnership, joint venture or
other association of any kind is formed by this Agreement. The
only relationship between City and Developer is that of a
government entity regulating the development of private property
by the owner of such property.
7. Term. The term of this Agreement shall commence upon
the Effective Date and shall continue until all permits and
approvals required to complete the development of the Project
have been issued, and the Project in its entirety has been
approved for occupancy, provided that in no event shall such term
7
91-454225
exceed twenty (20) years following the Effective Date of this
Agreement.
8. Chan es in�Pr Developer shall not be entitled to
any change, modification, revision or alteration in the Project
relating to the permitted uses of the Property, the density or
intensity of use, the maximum height and size of proposed
buildings or the provision for reservation or dedication of land
for public purposes without review and approval by the City.
Subject to the foregoing provisions of this Section 8, City
acknowledges that Developer may seek new entitlements to use and
amendments to entitlements to use in connection with the
development of the Project. The approval of any such amendments
or new entitlements to use shall be in the sole discretion of the
City in the manner described in 11.4 .
9. Hold Harmless.
9. 1 BY Developer. Developer agrees to and shall
defend, indemnify and hold harmless City, its elected officials,
officers, agents, employees, and representatives from:
(a) liability for damage or claims for damage for personal injury
including death and claims for property damage which may arise
from the activities of Developer or those of Developer's
contractors, subcontractors, agents, employees or other persons
acting on Developer's behalf which relate to the Project; and (b)
any claims, costs and liability arising as a result of any legal
action brought against City which challenges the validity of this
Agreement, the Concept Plan or any City proceedings relating to
the approval of either of such documents, or any of the terms and
conditions herein. Nothing in this section shall be construed to
mean that Developer shall hold City harmless and defend it from
any claims of personal injury, death or property damage arising
from, or alleged to arise from, the negligence, or any
deliberately harmful act, willful or gross negligence on the part
of city, its elected representatives, officers, agents and
employees.
9.2 By City. city agrees to and shall hold harmless
Developer, its officers, agents, employees, partners and
representatives from liability for damage or claims for damage
for personal injury including death and claims for property
damage which may arise from the activities of City or those of
City's contractors, subcontractors, agents, employees or other
persons acting on City's behalf which relate to the Project.
Io. Vested Right. By entering into this Agreement and
relying thereon, Developer is obtaining a vested right to proceed
with the Project in accordance with the Applicable Law of the
8
1 4 5-4 2 2 5
Project and City is securing certain public benefits which help
to alleviate current or potential problems in City and enhance
the public health, safety and welfare. Developer acknowledges
and agrees that, after execution of this Agreement, subsequent
discretionary reviews, actions and approvals are required for
Developer's construction of the Project. Because the Project
will be constructed in phases, Developer and City agree, with
reference to City Municipal Code Section 18.220.260, that it is
not practicable to hold the public hearing on this Agreement
concurrent with all related land use approvals required for the
Project. With respect to Government Code Section 65865.2, the
development regulations governing subsequent discretionary
actions are the Applicable Law of the Project. upon submission
by Developer of all appropriate applications for such subsequent
discretionary approvals for the Project, City shall promptly
commence and diligently prosecute all procedures necessary to
authorize such approvals, including without limitation (a)
holding all required public hearings and giving of required
notice of such hearings, and (b) granting of the approval applied
for, provided that it is consistent with the Project. Such
subsequent approvals shall, pursuant to Corridor Plan section
EV1.0405(c) , consist solely of a site plan review and an
architectural review by Commission Review and Approval under
Redlands Municipal Code section 18. 12 .080 and section 18. 12 . 160
provided, however, that approval for any helipad will be pursuant
to the conditional use permit procedure in Section 18.220.010 et
seq. As provided in Government Code Section 65865.2, any
subsequent discretionary actions by City or any conditions,
terms, restrictions and requirements for such discretionary
actions by City shall not prevent the development of the Project
for the uses and to the minimum density or intensity of
development set forth in Exhibit B hereto. City, therefore,
agrees to the following:
10.1 No Conflicting Enactments. Neither the City
Council of City nor any other agency of City shall enact an
ordinance, policy, rule, regulation or other measure
(collectively "City Action") which relates to the rate, timing or
sequencing of the development or construction of all or any part
of the Project or which is otherwise in conflict with the Project
as described in this Agreement. In the event any City Action is
so enacted, City agrees that such City Action shall not apply to
the Project to the extent that the same is in conflict with any
of the express provisions of this Agreement, including without
limitation the -minimum development intensity, specifications, and
phasing described in Exhibit B.
10.2 Intent of Parties. In addition to and not in
limitation of the foregoing, it is the intent of Developer and
9
-11-454-225-
.0
City that no moratorium or other limitation (whether relating to
the rate, timing or sequencing of the development or construction
of all or any part of the Project and whether or not enacted by
initiative or otherwise) affecting subdivision maps, building
permits, occupancy certificates or other entitlements to use
approved, issued or granted within City, or portions of City,
shall apply to the Project to the extent such moratorium or other
limitation is in conflict with this Agreement. Notwithstanding
the foregoing, should an ordinance, general plan or zoning
amendment, measure, moratorium, policy, rule, regulation or other
limitation enacted by citizens of City through the initiative
process be determined by a court of competent jurisdiction to
invalidate or prevail over all or any part of this Agreement,
Developer shall have no recourse against city pursuant to this
Agreement, but shall retain all other rights, claims and causes
of action at law or in equity which Developer may have
independent of this Agreement. The foregoing shall not be deemed
to limit the Developer's right to appeal any determination of
such ordinance, general plan or zoning amendment, measure,
policy, rule, regulation, moratorium or other limitation which
purports to invalidate or prevail over all or any part of this
Agreement. Subject to the provisions of Section 9.1, City agrees
to cooperate with Developer in all reasonable manners in order to
keep this Agreement in full force and effect.
10.3 Subsequent Review. All subsequent review of
development of the Project shall be subject to the terms and
conditions of this Agreement and the provisions of Government
Code Section 65865.4 and 65866.
11. General Development of the Project.
11. 1 Pro,
et. While this Agreement is in effect,
Developer shall have vested right to develop the Project in
accordance with the terms and conditions of this Agreement, and
City shall have the right to control the development of the
Project in accordance with the terms and conditions of this
Agreement. Except as otherwise specified in this Agreement, the
Applicable Law of the Project shall control the overall design,
development and construction of the Project. The permitted uses
of the Property, the density and intensity of use, the maximum
height and size of proposed buildings, the provision for
reservation and dedication of land for public purposes and other
terms and conditions of development applicable to the Property
shall be those set forth in the Applicable Law of the Project.
11.2 phasing and Timipg_pf Deve.Lqpnent. The parties
acknowledge that although Developer currently anticipates that
the Project will be phased and constructed in increments as shown
10
5
in Exhibit B over an approximately twenty (20) year time frame,
at the present time Developer cannot ensure that such anticipated
timing and order for the Project's construction will occur. Such
decisions depend upon numerous factors which are not within the
control of Developer, such as market orientation and demand,
interest rates, competition and other similar factors. To the
extent permitted by this Agreement, Developer shall have the
right to develop the Project in phases in such order and at such
times as Developer deems appropriate within the exercise of its
subjective business judgment so long as the Project is
constructed as an integrated medical center development as shown
for the Project. The City agrees that Developer shall be entitled
to apply for tentative maps, vesting tentative maps, building
permits, occupancy certificates and other entitlements to use at
any time, in as expeditious a manner as possible provided that
such application is made in accordance with State and local law.
11.3 Effect of Agreement on Land Use Re ulations. The
rules, regulations and official policies governing permitted uses
of the Property, the density and intensity of use of the
Property, the maximum height and size of proposed buildings and
the design, improvement and construction standards and
specifications applicable to development of the Property are the
Applicable Law of the Project except as provided in Section 12. 1.
In connection with any approval which the City is permitted or
has the right to make under this Agreement relating to the
Project, the City shall exercise its discretion to take action in
a timely manner which complies and is consistent with the Project
and the standards, terms and conditions contained in this
Agreement, and in a manner which will not interfere with the
development of the Project for the uses and to the height,
density and intensity specified in this Agreement or with the
rate of development selected by Developer. The City shall accept
for processing and timely review and act on all applications for
further land use entitlement approvals with respect to the
Project called for or required under this Agreement in a timely
manner. Such application shall be processed in the normal manner
for processing such matters.
11.4 Administrative Changes and Amendments. The
parties acknowledge that refinements and further development of
the Project may demonstrate that changes are appropriate with
respect to the details and performance of the parties under this
Agreement. The parties desire to retain a certain degree of
flexibility with respect to the details of the Project
development and with respect to those items covered in general
terms under this Agreement. If and when the parties find that
changes or adjustments are necessary or appropriate, they shall,
unless otherwise required by law, effectuate such changes or
11
A
a C
91-4542,25
adjustments through administrative amendments approved by the
City Director of Community Development which, after execution,
shall be attached hereto as an addenda and become a part hereof,
and may be further changed and amended from time to time as
necessary, with approval by City and Developer. The
determination of whether such changes or adjustments shall be
accomplished by administrative amendments or review by the
Planning Commission shall be made by the City Director of
Community Development, at his sale discretion. Any such
administrative changes or amendments shall not be deemed to be an
amendment to this Agreement under Government Cade Section 65868,
and unless otherwise required by law, no such administrative
amendments shall require prier notice or hearing.
Notwithstanding the foregoing, the following matters shall not be
considered administrative changes or amendments, but shall be
considered substantive amendments which shall be reviewed by the
Planning Commission and approved by the City Council:
(a) Alteration of the permitted uses of the Property;
(b) Increase in the density or intensity of use or the
number of lots;
(c) Increase in the maximum height and size in
permitted buildings;
(d) Deletion of a requirement for the reservation or
dedication of land for public purposes; and
(e) Any amendment or change requiring a subsequent or
supplemental environmental review.
11.5 dello-Roos Community Facilities District: other
Assessment District or FinancilLq Mechanisms. Pursuant to Chapter
2 .5 (commencing with Section 53312) Part I, Division 2, Title 5
of the Government Code of the State of California, commonly known
as the "dello-Roos Community Facilities Act of 1582, " Developer
may, at its sole election, petition the City Council of City to
establish a Community Facilities District including the Property
for the purpose of acquiring, constructing and financing through
the sale of bands the acquisition and construction of certain
public facilities described in Exhibit C hereto which facilities
in whole or in part are necessary to meet increased demands
placed on the City as a result of the development of Developer's
Property. Alternatively, or in addition thereof, Developer may
request that the City initiate and complete proceedings under the
Municipal Improvement Act of 1311, the Municipal Improvement Act
of 1313, the Improvement Bond. Act of 1315, the Landscaping and
Lighting Act of 1372, or any and all ether available financing
1
"-A225
mechanisms to provide public financing for the construction of
such public improvements. If so requested by Developer, City
shall cooperate with Developer and use its best efforts in taking
all steps necessary to cause the community facilities district or
other entity to be formed and to issue bonds for such purposes.
Developer recognizes that City may, on its own initiative and
without obtaining the prior consent of Developer to do so,
initiate proceedings for the formation of any community
facilities district or other special tax district of the type
described in this section. However, the City shall determine
which of the public improvements will be financed with the
proceeds of the sale of the bonds, the timing of the issuance and
sale of the bonds and the amount of the bonds which will be
issued and sold based on prevailing municipal financing practices
and criteria, provided that City will in good faith cooperate
with Developer and other property owners within the Community
Facilities District and give first priority to satisfying the
timing requirements of Section G of the Mitigation Monitoring
Plan in such an order to allow the development of the Project and
other proposed projects in accordance with the construction
schedules of Developer and the other property owners.
11.6 Consistency rent
Laws. City represents that there are no rules, regulations,
ordinances or official policies of City enforced as of the date
of execution of this Agreement that would interfere with the
completion or use of the Project.
11.7 Assessments and Fees. City shall not, without the
prior written consent of Developer, impose any benefit
assessment, or impact fee applicable to the Property, or the
development of the Project or any portion thereof, except
assessments and fees imposed upon and having a benefit area
consisting of land within the City boundaries and of no less than
an area bounded by the Santa Ana River, Mt. View Avenue, Redlands
Boulevard, and Tennessee Avenue or of general application to
developments then located in the City. Fees and assessments
payable to City shall be at rates applicable on the date the fee
is due and payable.
11.8 511bse ons. City shall timely process, in
a timely manner for processing such matters, any necessary
entitlements to use, including parcel maps, vesting tentative
tract maps, tentative tract maps, conditional use permits, or
other discretionary approvals or entitlements to use contemplated
by the Project, and any grading, construction or other permits
filed by Developer in accordance with the substantive development
standards set forth in the Applicable Law of the Project. The
term of any tentative map filed for the Property within the terms
13
91-454225
of this Agreement shall automatically be extended for the term of
this Agreement.
11.9_ApRrpyAl_.�Conditions. Developer in order to
-mitigate certain impacts development of the Project will have and
to provide city with other benefits shall comply with the
conditions contained in Exhibit C. City agrees not to impose any
other conditions, fees, charges, assessments or other exactions
upon any of the subsequent approvals necessary for such
development, or otherwise, except as permitted in this
subparagraph and Paragraphs 11.5 and 11.7 of this Agreement.
City acknowledges and agrees that for purposes of any
subsequent approvals necessary for development of the Project,
City has already considered the orderly development of the
Project and abutting properties and has imposed all necessary
dedication and improvement requirements as conditions to the
approval of this Agreement as set forth in Exhibit C and that the
Property is adequate in size and shape for the intended medical
center and that the necessary street and highway system as
augmented by such conditions is adequate to accommodate the
traffic to be generated by the Project, and that the only
additional conditions city may impose on such subsequent
approvals will relate only to the matters specifically included
in Redlands Municipal Code section 18. 12 . 080 D.3 subparagraphs a.
through g. (on-site amenities and requirements) and sections
18 . 12 . 150 and 18 . 12 . 160 (architectural review) .
12. Rules,-Reaulations and Official Policies.
12. 1 New Rules. This Agreement shall not prevent City
from applying new rules, regulations and policies relating to (a)
Uniform Codes including, but not limited to, the Uniform Building
Code, Uniform Electrical Code, Uniform Mechanical Code and
Uniform Fire Code and (b) the City's sign code, which become
applicable throughout City.
12.2 New Laws. In the event that state (including any
state regional agencies or districts) or federal laws or
regulations, enacted after this Agreement is executed, prevent or
preclude compliance with one or more of the provisions of this
Agreement, such provisions of this Agreement shall be modified or
suspended as may be necessary to comply with such state or
federal laws or regulations; provided, however, that this
Agreement shall remain in full force and effect to the extent it
is not inconsistent with such laws or regulations and to the
extent such laws or regulations do not render such remaining
provisions impractical to enforce.
14
12. 3 Subsequent Actions and Ada royals. In accordance
with Government Code Section 65866, this Agreement shall not
prevent City in subsequent actions applicable to the Property
from applying new rules, regulations and policies which do not
conflict with those existing rules, regulations and policies set
forth in the Applicable Law of the Project, nor shall this
Agreement prevent City from denying or conditionally approving
any subsequent development project application on the basis of
such new rules, regulations or policies, provided that
Developer's vested right to develop the Project pursuant to
section 10 above is not impaired by any such application or
actions by City.
13. Amendment or Cancellation of AqLeement. This Agreement
may be amended or canceled in whole or in part only by:
(a) mutual consent of the parties in the manner provided for in
Government Code Section 65868; or (b) by the City Council of the
City in accordance with the provisions of City Municipal code
Section 18.220. 230.
14. Enforcement. Unless amended or canceled as provided in
Section 13, or modified or suspended pursuant to Government Code
Section 65869.5, and except as otherwise provided in Government
Code Section 65865. 3 (b) , this Agreement is enforceable by either
party hereto notwithstanding any change in any applicable general
or specific plan, zoning, subdivision or building regulation or
other applicable law or regulation adopted by City (or by the
voters of City) unless found by a court of competent and final
jurisdiction to prevail over this Agreement.
15. Periodic Review of Compliance With Aqrgement.
15. 1 Periodic Review. City and Developer shall review
this Agreement at least once every twelve (12) months from the
date this Agreement is executed in accordance with the provisions
of City Municipal Code Section 18.220. 180. The cost of such
periodic review shall be borne by Developer pursuant to a City
ordinance providing for the same.
15.2 Good Faith Compliance. During each periodic
review, each party is required to demonstrate good faith
compliance with the terms of this Agreement. Each party agrees
to furnish such reasonable evidence of good faith compliance as
the other party, in the exercise of its reasonable discretion,
may require.
16. Events of Default.
16.1 Default by--Dgyeloper. If City determines on the
15
91-454225
basis of substantial evidence that Developer has not complied in
good faith with the terms and conditions of this Agreement, City
shall, by written notice to Developer, specify the manner in
which Developer has failed to so comply and state the steps
Developer must take to bring itself into compliance. If, within
ninety (90) days after the effective date of notice from City
specifying the manner in which Developer has failed to so comply,
Developer does not commence all steps reasonably necessary to
bring itself into compliance as required and thereafter
diligently pursue such steps to completion, then Developer shall
be deemed to be in default under the terms of this Agreement and
City may cancel this Agreement in accordance with the provisions
of City Municipal Code Section 18. 220. 230.
16.2 Default by City. If Developer determines on the
basis of substantial evidence that City has not complied in good
faith with the terms and conditions of this Agreement, Developer
shall, by written notice to City, specify the manner in which
City has failed to so comply and state the steps City must take
to bring itself into compliance. If, within ninety (90) days
after the effective date of notice from Developer specifying the
manner in which City has failed to so comply, City does not
commence all steps reasonably necessary to bring itself into
compliance as required and thereafter diligently pursue such
steps to completion, then City shall be deemed to be in default
under the terms of this Agreement and Developer may terminate
this Agreement or seek specific performance as set forth in
Section 16.3.
16.3 Specific Performance Remedy. Due to the nature
and scope of the Project, it will not be practical or possible to
restore the Property to its natural condition once implementation
of this Agreement has begun. After such implementation,
Developer may be foreclosed from other choices it may have had to
utilize the Property and provide for other benefits. Developer
has invested significant time and resources and performed
extensive planning and processing of the Project in agreeing to
the terms of this Agreement and will be investing even more
substantial time and resources in implementing the Project in
reliance upon the terms of this Agreement, and it is not possible
to determine the sum of money which would adequately compensate
Developer for such efforts. For the above reasons, City and
Developer agree that damages would not be an adequate remedy if
City fails to carry out its obligations under this Agreement.
Therefore, specific performance of this Agreement is the only
remedy which would compensate Developer if City fails to carry
out its obligations under this Agreement, and City hereby agrees
that Developer shall be entitled to specific performance in the
event of a default by City hereunder. Notwithstanding the
16
-454225
foregoing, nothing in this Agreement is intended to deprive
Developer from recovering appropriate damages in the event that
the terms of this Agreement are breached. City and Developer
acknowledge that, if Developer fails to carry out its obligations
under this Agreement, City shall have the right to refuse to
issue any permits or other approvals which Developer would not
otherwise have been entitled to pursuant to this Agreement.
Therefore, City's remedy of terminating this Agreement shall be
sufficient in most circumstances if Developer fails to carry out
its obligations hereunder. Notwithstanding the foregoing, if
City issues a permit or other approval pursuant to this
Agreement in reliance upon a specified condition being satisfied
by Developer in the future, and if Developer then fails to
satisfy such condition, City shall be entitled to specific
performance for the sole purpose of causing Developer to satisfy
such condition. The City's right of specific performance shall
be limited to those circumstances set forth above, and City shall
have no right to seek specific performance to cause Developer to
otherwise proceed with the development of the Project in any
manner.
17. Institution gf--Lgqa1-Action. In addition to any other
rights or remedies, either party may institute legal action to
cure, correct or remedy any default, to enforce any covenants or
agreements herein, to enjoin any threatened or attempted
violation hereof, to recover damages for any default, or to
obtain any other remedies consistent with the purpose of this
Agreement. Any such legal action shall be brought in the
Superior Court for San Bernardino County, California.
18. Waivers and Delays.
18.1 Waiver. Failure by a party to insist upon the
strict performance of any of the provisions of this Agreement by
the other party, and failure by a party to exercise its rights
upon a default by the other party hereto, shall not constitute a
waiver of such party's right to demand strict compliance by such
other party in the future.
18.2 Third Parties. Nonperformance shall not be
excused because of a failure of a third person except as provided
in Section 18.3 below.
18. 3 Force Majeure. Neither party shall be deemed to
be in default or failure or delay in performance of any of its
obligations under this Agreement if caused by floods,
earthquakes, other Acts of God, fires, wars, riots or similar
hostilities, strikes, other labor difficulties, government
regulations other than City's or other causes beyond either of
17
u
the parties' control. If any such event shall occur, the term of
this Agreement and the time for performance by Developer of any
of its obligations hereunder shall be extended by the period of
time that such events prevent a construction of the Project.
19. Notices. All notices required or provided for under
this Agreement shall be in writing and delivered in person and
deposited in the United States mail, postage prepaid and
addressed as follows:
TO CITY: City of Redlands
30 Cajon
P.O. Box 3005
Redlands, California 92373
Attn: City Manager and
Community Development. Director
TO DEVELOPER: Kaiser Foundation Hospitals
Walnut Center
393 Walnut Street
Pasadena, California 91188
Attn: Acquisitions Manager
Either party may change the address stated herein by giving
notice, in writing, to the other party and thereafter notices
shall be addressed and submitted to the new address.
20. Attorney's Feed. In the event any action is commenced
to enforce or interpret the terms or conditions of this
Agreement, the prevailing party shall, in addition to any costs
or other relief, be entitled to an award of its reasonable
attorney's fees.
21. Transfers and Assignments.
21. 1 Right to Assign. Developer shall have the right
to sell, assign or transfer this Agreement, and any and all of
its rights, duties and obligations hereunder, to any person or
entity at any time during the term of this Agreement, provided,
however, in no event shall the rights, duties and obligations
conferred upon Developer pursuant to this Agreement be at any
time so transferred or assigned except through a transfer of an
interest of Developer in the Property, or portion thereof, so
transferred. In the event of any such assignment, either the
transferee or Developer shall be liable for the performance of
all obligations of Developer. The Developer shall notify City in
writing of the transfer of such obligations within thirty (30)
days of the effective date of the transfer.
18
91-4574225
21.2 Release Upon Transfer. Upon the sale, transfer or
assignment of Developer's rights and interest under this
Agreement as permitted pursuant to Section 21. 1, Developer shall
be released from its obligations under this Agreement or other
agreements assumed by transferee with respect to the Property, or
portion thereof, so transferred provided that: (a) Developer is
not then in default under the Agreement; (b) Developer or
transferee has provided the City notice of such transfer; and
(c) the transferee executes and delivers to City a written
agreement in which: (i) the name and address of the transferee is
set forth; and (ii) the transferee expressly and unconditionally
assumes all of the obligations of Developer under this Agreement
with respect to the Property, or a portion thereof, so
transferred.
22. Cooperation in the Event ofLealIn the
event of any legal action instituted by a third party or other
governmental entity or official challenging the validity of any
provision of this Agreement, the parties hereby agree to
cooperate in defending such action. Except as provided in
Section 9. 1, each party shall pay its own expenses in connection
with such defense. In the event of any litigation challenging
the effectiveness of this Agreement, or any portion hereof, this
Agreement shall remain in full force and effect while such
litigation, including any appellate review, is pending.
23. Eminent Domain. No provision of his Agreement shall be
construed to limit or restrict the exercise by City of its power
of eminent domain.
24. Authoritv to Execute. The person or persons executing
this Agreement on behalf of Developer warrant and represent that
they have the authority to execute this Agreement on behalf of
their corporation, partnership or business entity and warrant and
represent that they have the authority to bind Developer to the
performance of its obligations hereunder.
25. Recordation. This Agreement and any amendment or
cancellation hereto shall be recorded in the office of Official
Records of the County of San Bernardino, by the City Clerk within
the period required by Section 65868. 5 of the Government Code.
26. Protection of Mort gAge Holders. Developer and City
agree that this Agreement shall not prevent or limit Developer,
in any manner, at Developer's sole discretion, from encumbering
the Property or any portion thereof or any improvement thereon by
any mortgage, deed of trust or other security device securing
financing with respect to the Property. City acknowledges that
the lenders providing such financing ("Mortgagees") may require
19
25
certain Agreement interpretations and modifications and agrees
upon request, from time to time, to meet with Developer and
representatives of such Mortgagees to negotiate in good faith any
such request for interpretation or modification. City will not
unreasonably withhold its consent to any such requested
interpretation or modification provided such interpretation or
modification is consistent with the intent and purposes of this
Agreement. Any Mortgagee of all or any portion of the Property
shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach
of this Agreement shall defeat, render invalid, diminish or
impair the lien of any mortgage on all or any portion of the
Property made in good faith and for value, unless otherwise
required by law.
(b) Any Mortgagee of a mortgage or deed of trust
encumbering all or any portion of the Property which has
submitted a request in writing to the City in the manner
specified herein for giving notices shall be entitled to
receive written notification from City of any default by
Developer in the performance of Developer's obligations
under this Agreement.
(c) If City timely receives a request from a Mortgagee
requesting a copy of any notice of default given to
Developer under the terms of this Agreement, City shall
provide a copy of that notice to the Mortgagee within ten
(10) days of sending the notice of default to Developer.
The Mortgagee shall have the right, but not the obligation,
to cure the default during the remaining cure period allowed
such party under this Agreement.
(d) Any Mortgagee who comes into possession of all or
any portion of the Property, pursuant to foreclosure of the
mortgage or deed of trust, or deed in lieu of such
foreclosure, shall take the Property, or part thereof,
subject to the terms of this Agreement. Notwithstanding any
other provision of this Agreement to the contrary, no
Mortgagee shall have an obligation or duty under this
Agreement to perform any of Developer's obligations or other
affirmative covenants of Developer hereunder, or to
guarantee such performance; provided, however, that any
sale, transfer or assignment by any Mortgagee in possession
shall be subject to the provisions of Section 21 of this
Agreement.
27. Severability of "Terms. If any term, provision,
covenant or condition of this Agreement shall be determined
20
2
invalid, void or unenforceable, the remainder of this Agreement
shall not be affected thereby to the extent such remaining
provisions are not rendered impractical to enforce.
28. Subsequent endment to Authorizing Statute. This
Agreement has been entered into in reliance upon the provisions
of the Development Agreement Law in effect as of the Agreement
Date. Accordingly, to the extent the subsequent amendment to the
Government Code would affect the provisions of this Agreement,
such amendment shall not be applicable to the Agreement unless
necessary for this Agreement to be enforceable or unless this
Agreement is modified pursuant to the provisions set forth in the
Agreement and Government Code Section 65868 as in effect on the
Agreement Date.
29. Section Headings. All section headings and subheadings
are inserted for convenience only and shall not affect any
construction or interpretation of this Agreement.
30. Incorporation of Recitals and Exhibits. Recitals A
through L and attached Exhibits "A", "B", and "C" are hereby
incorporated herein by this reference as though fully set forth.
31. Rules of Construction and Miscellaneous Terms.
31. 1 Gender. The singular includes the plural; the
masculine gender includes the feminine; "shall" is mandatory,
"may" is permissive.
31.2 Time of Essence. Time is of the essence regarding
each provision of this Agreement in which time is an element.
31.3 Cooperation. Each party covenants to take such
reasonable actions and execute all documents that may be
necessary to achieve the purposes and objectives of this
Agreement.
32. Incorporation of Conditions from Environmental Review.
In accordance with City municipal Code Section 18.220.0708, at
the time City approves this Agreement those conditions and
mitigation measures imposed on the Project by City to eliminate
or reduce to a level of insignificance any adverse impacts
resulting from the Project are hereby incorporated by this
reference into this Agreement. No building permit or other
development permit shall be issued for the Project unless all
conditions and mitigation measures that are required to have been
complied with by that time are satisfied. For purposes of this
section, "compliance" shall be determined by reference to the
21
91-454225%
Mitigation Monitoring Plan adopted by City for the Project on
July 16, 1991.
33. Liability Insurance. In addition to its obligations
under the provisions of Section 9. 1 hereof, Developer agrees that
any policy of liability insurance (which policy may include
coverage of bodily injury liability and property damage
liability) which Developer maintains in force with respect to the
construction of the Project shall contain an additional insured
endorsement naming City, its elected officials, officers, agents
and employees as additional insureds. Such insurance shall be
primary and noncontributing with respect to any insurance or
self-insurance maintained by the City. Coverage shall be
evidenced by a Certificate of Insurance in a form satisfactory to
City, which shall be delivered to City prior to the commencement
by Developer of any construction on the Property.
34. Security for Developer's Performance. In order to
assure City that Developer will perform its obligations hereunder
with respect to offsite improvements constructed by Developer
within the public right of way, Developer agrees that, prior to
the commencement by Developer of construction of each item of
such offsite improvements, Developer will obtain and furnish to
City a set aside letter, bond or other security instrument
covering such item of off-site improvements issued by Developer's
lender, or any other person or entity reasonably acceptable to
City ("The Security Device") . The Security Device shall be: (a)
in such amount as the parties hereto may then agree which amount
shall in no event exceed 125% of the estimated cost of such
offsite improvement; (b) in form and content reasonably
acceptable to City; and (c) delivered to City prior to
commencement of construction of each item of such offsite
improvements. Upon completion of construction and acceptance by
City of each item of such offsite improvement, City will release
to Developer the Security Device. The provisions of this section
shall not apply to offsite improvements constructed pursuant to
the provisions of section 11.5 hereof.
The parties have executed this Development Agreement on the
day and year first written above.
KAISER FOUNDATION HOSPITALS, a
California nonprofit public
benefit corporation.
By:
HughJO&S
Its: 1enior vice
President
22
91-4t-5'14225
By:
Andra H. Cox
Its: Assistant .Secretary
and Regional Counsel
"Developer"
CITY OF REDLANDS,
a municipal corporation
By:
.fits: I�Iao
'-tGity"
Signed and Certified that a copy
of this document has been delivered
to the Mayor of the City
f
By: City Clerk
Approved as to its form:
By: Best, Best & Krieger
By: l
ity At orney
23
91-45A2225
STATE OF CALIFORNIA
ss.
COUNTY OF Lc,s
On this day of 1991, before me,
a Notary Public in and for said County and State,
personally appeared L4LI� 14 _jq H.and -
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the Senior vice President and
Assistant Secretary of KAISER FOUNDATION HOSPITALS, a California
nonprofit public benefit corporation, the corporation that
executed the within instrument and acknowledged to me that said
corporation executed it.
-ILIALSFAL
JEAN ARMSTRONG Notary Public in and for said
N -fg�y
o pUSLIC County and State
LOS ANGELES COUNTY
tAy winrn -2, 19,94
expirps APR ?
STATE OF CALIFORNIA
ss.
COUNTY OF SAN BERNARDINO
On this /St- day of kA y el)j h&t- 1991, before me,
a Notary Public in and for said County
and State, personally appeared 01,ia CPS &' ) 6),r f, �t1l I
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person who executed this
instrument as Mayor of the City of Redlands and acknowledged to
me that the City of Redlands executed it.
WITNESS my hand and official seal.
NotAry Public in and f)af) said
County and Sta&--�
OFFICIAL SEAL
B. SANCHEZ
IQTARY PUBM-CALWORWA
SAN
my cow.DOW"Jum W
24
EXHIBIT A .9194-454225
LEGAL-DESCRIPTION OF PROPERTY
All that certain real property located in the City of
Redlands, county of San Bernardino, State of California,
described as follows:
THAT PORTION OF LOTS 1, 2 , 3, 4, 18, 19, AND 20 OF THE ORANGE
GROVE HOMESTEAD, IN THE CITY OF RED DS, COUNTY OF SAN
BERNARDINO, STATE OF CALIFORNIA AS SHOWN ON A MAP RECORDED IN
BOOK 2, PAGE 5, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF LOT 24 OF SAID ORANGE GROVE
HOMESTEAD; THENCE NORTH 89 DEGREES 291 0911 EAST 489.93 FEET ALONG
THE SOUTHERLY RIGHT-OF-WAY LINE OF SAN BERNARDINO AVENUE AND THE
NORTHERLY LINE OF SAID LOT 24; THENCE, DEPARTING SAID RIGHT-OF-
WAY LINE SOUTH 00 DEGREES 301 5111 EAST 627. 57 FEET TO THE
BEGINNING OF A NON-TANGENT CURVE CONCAVE SOUTHWESTERLY AND RAVING
A RADIUS OF 500. 00 FEET; A RADIAL LINE TO SAID BEGINNING BEARS
NORTH 00 DEGREES 301 5111 WEST; THENCE EASTERLY AND SOUTHEASTERLY
392 .70 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 45
DEGREES 001 00" ; THENCE SOUTH 45 DEGREES 301 5111 EAST 213.83 FEET
TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A
RADIUS OF 500.00 FEET; THENCE SOUTHEASTERLY AND SOUTHERLY 392 .70
FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 45 DEGREES 001
0011 To THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTHERLY
AND SOUTHWESTERLY 392.70 FEET ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 45 DEGREES 001 00" ; THENCE SOUTH 44 DEGREES 291 0911 WEST
213 .83 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHWESTERLY AND HAVING A RADIUS OF 500. 00 FEET; THENCE
SOUTHWESTERLY AND WESTERLY 392.70 FEET ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 45 DEGREES 001 00" ; THENCE SOUTH 00 DEGREES 300
5111 EAST 635. 14 FEET TO THE SOUTHERLY LINE OF SAID LOT 4; THENCE
NORTH 89 DEGREES 251 4511 EAST 1558.74 FEET ALONG SAID SOUTHERLY
LINE OF SAID LOTS 1, 2, 3 AND 4, SAID SOUTHERLY LINE ALSO BEING
THE NORTHERLY RIGHT-OF-WAY LINE OF LUGONIA AVENUE TO THE
SOUTHEAST CORNER OF SAID LOT 1; THENCE NORTH 00 DEGREES 261 2811
WEST 1284.80 FEET ALONG THE WESTERLY RIGHT-OF-WAY OF CALIFORNIA
STREET, SAID WESTERLY RIGHT-OF-WAY LINE ALSO BEING THE EASTERLY
LINE OF SAID LOTS 1 AND 20; THENCE DEPARTING FROM SAID RIGHT-OF-
WAY LINE SOUTH 89 DEGREES 291 0911 WEST 909. 18 FEET TO THE TRUE
POINT OF BEGINNING.
THE PROPERTY IS FURTHER DEPICTED AS PARCEL 6 ON PAGE 16 OF
EXHIBIT "C" HEREOF.
EXHIBIT A
91-454225
EXHIBIT B
PROJECT
I. Site Development And Phasing. The project proposal
includes the following; all figures are minimum
entitlements, and sizes are gross square feet.
Phase I.
(a) One Medical office Building
Size: up to 190, 000 square feet
Height: Up to 5 stories and basement, but
overall height is not to exceed 125 ft.
including mechanical penthouse.
(b) One Central Facilities Plant
Size: Approximately 20, 000 square feet
Height: One story, 25 feet overall.
(c) Surface Parking: 1, 183 parking spaces.
Estimated time to start construction: January, 1993 .
Estimated time to complete construction: June, 1994.
Phase 2.
(d) One Administration Building
Size: Approximately 100,000 square feet
Height: Up to 5 stories and basement, but
overall height is not to exceed 125 ft.
including mechanical penthouse.
(e) One 227-Bed Hospital Building (including
10 Neonatal ICU bassinets)
Size: Approximately 520, 000 square feet
Height: Up to 6 stories plus basement, but
overall height is not to exceed 130 ft.
including mechanical penthouse and helipad (CUP
will be required for helipad.
(f) Parking Structure and Surface Parking:
2800 parking spaces (cumulative) .
Estimated time to start construction: January, 1996.
Estimated time to complete construction: January, 2000.
Exhibit B, Page 1 of 6
91-454221
Phase 3.
(g) 216-Bed Hospital Expansion (including
24 neonatal ICU bassinets)
Size: Approximately 281,000 square feet
Height: Up to 6 stories and basement, but
overall height is not to exceed 130 ft.
including mechanical penthouse and helipad.
(h) Additional Medical Office Building
Size: Approximately 130, 000 square feet
Height: Up to 5 stories and basement, but
overall height is not to exceed 125 ft.
including mechanical penthouse.
(i) Additional Administrative Office Building
Size: Approximately 60, 000 square feet
Height: Up to 5 stories and basement, but
overall height is not to exceed 125 ft.
including mechanical penthouse.
(j) Central Facility Plant Expansion
Size: Approximately 20, 000 square feet
Height: One story, 25 feet overall.
(k) Parking Structure and Surface Parking:
5, 800 spaces (cumulative) .
Estimated times for commencement and Completion of
Construction in Phase 3 are dependant on membership growth.
Total size for all phases: 1, 321, 000 gross square feet.
Floor/Area Ratios
A. City acknowledges that the building intensity
for the Project of 1, 321,000 gross square
feet, including an estimated gross leasable
square feet of 801, 000 as measured according
to the Concept Plan, is below the maximum .60
FAR permitted.
III. Protection of Mountain Vista
A. City has reviewed the building elevations attached
hereto and considered the extent of impairment of the
mountain vista as viewed from the I-10 freeway caused
by the Project and the restriction in the Concept Plan
regarding this subject. Due to the City's ability to
Exhibit B, Page 2 of 6
91-454225
enforce the Concept Plan's requirements by restrictions
imposed on the remaining Property within the Barton
Center, Kaiser shall be entitled to construct the
Project and cause a mountain view blockage to the
maximum percentage represented by the building
elevations, notwithstanding that the blockage may
exceed 50 percent if considering only the Kaiser parcel
and not the entire Barton Center frontage from Mountain
View to California streets.
IV. Setback Requirements
A. The Concept Plan in Section 3 .B.4 .d provides that the
minimum building setback for front yards is 25 feet for
the Project. City agrees that 25 feet shall be the
maximum setback for along IIBII Street and Almond Street
and the portion of I'D" Street between IIBII and Almond
streets and that the maximum setback along Lugonia and
California streets shall be 30 feet. City shall not
impose any setback greater than these maximums,
provided that the setback will be increased 1/2 foot
for every 1 foot of building height above 75 feet up to
a maximum setback of 50 feet.
Exhibit B, Page 3 of 6
_��..,."""��""/'�■•'""""""�� ffi/lnfinlillll/nmil!
'it�l�il' iia u R
-- 114
_....
71S. OUTH
LLMNA AVE:
ansrI LI-ID n .ie
- -if11NlAtf Iif�.In1�
EAST
iiiiminftfui mfo�fm
" `�S � .;��s111f1A1111fRfrr. r � , � • ,�� �;�
Ia�o���NN��01I—T=
f4ORTH
rap or SuLooll"
FOUNDATION • •
KAISERr r •- BLOCKING
•
—i L 91-454225J
x
ujw
a
t
A
� 1
cc =!
rA
� f
W
z
ul
TL
w
E h bit' B, Page; 5 of 6
� kyr
( 4
�ty i
4
V � �
t 1
3 j f i rn
t
"
Aho
jg
t
t i
!
A
i
t a,
00
CC
CLE.1
1 Ul
t <
} wI L
Y s .
Exhibit B, Page 6 of 6 - .
t k
t 91-451225
PUBLIC INFRASTRUCTURE CONDITIONS
H�y+
M. ..4e F—
Q
BARTON CENTER REDLANDS `� .� Cn <n cn 9
cn cs < Q KC u
CC)h— GL G1 A ria
"
0x w r #
C) (D cn w w w ca
F-- w cn cn (n
u.t
ce-
A. MOUNTAIN VIEW AVENUE - San
Bernardino Avenue to Victoria
Avenue
1 ) Dedicate 10 .75 feet to provide
for a 52 foot half street
easterly of street centerline. X
2) Construct standard curb and
gutter 40 feet easterly of
street centerline. X
3) Construct standard street
section between new curb and
street centerline. X
4) Use traffic index of 9 .0 . X
5) Install water mains as required
by the Public Works Department. X
6) Install master storm drain
between Victoria Avenue and San
Bernardino Avenue as required by
the Public Works Department. X X
B. MOUNTAIN VIEW AVENUE - Victoria
Avenue to South property line.
1 ) Dedicate 10.75 feet to provide
for a 52 foot half street
easterly of street centerline. X
(EXHIBIT "C") (Page 1 of 15)
2/R/B0913-002/ rt8X11.003
4 ,.
W
CA.
N +7
Uj F
LL'
V) ate,
W W i I 1 -j
-j E-- W W C-1 Z-1
C C"3 V) W W W C>
�V)r
2) Construct standard curb and
gutter 40 feet easterly of
street centerline. X
3 ) Construct standard street
section between new curb and
street centerline. X
4) Use traffic index of 9 . 4. X
5} Install water mains as required
by the Public Works Department. X
6) Install master storm drain
between Victoria Avenue and San
Bernardino Avenue as required by
the Public Works Department. X X
C. LUGCNIA AVENUE WE'S'T' QF B STREET
TO SOUTHERLY TERMINUS OF STREET
E
1 ) Between B Street and Bryn Mawr,
dedicate to provide for a 52
foot half street northerly of
street centerline. X
2) Between B Street and Bryn Mawr,
construct standard curb and
gutter 40 feet northerly of
street centerline. X
3) Between Bryn Mawr Street and
Victoria Avenue, dedicate to
provide for a 104 foot street. X
(EXHIBIT "C") (Page 2 of 1 6)
i
2f/R 80913-002/p C.,hy tSX 11.003
91-4542,25
w
cx. r
tn
Ce WW w w
¢ V1 cn cn
V) a_
CD f- a
WW _►
oz d
C) (D w vwi W vwi
of w > to
m
4) Between Bryn Mawr Street and
Victoria Avenue, construct
standard curb and gutter of 40
feet each side of centerline. X
5) Between Victoria Avenue and
Research Street, dedicate to
provide for a 66 foot street. X
6) Between Victoria Avenue and
Research Street, construct
standard curb and gutter 26 feet
each side of street centerline. X
7) Between Research Street and east
side of Southern California
Edison easement, dedicate to
provide for a 33 foot half
street. X
8) Between Research Street and east
side of Southern California
Edison easement, construct
standard curb and gutter 26 1 /2
feet northerly of street
centerline. X
9) Between east side of Southern
California Edison easement and
west boundary of parcel 10 of
the Concept Plan, dedicate to
provide for a 33 foot half
street. X
(EXHIBIT "C") (Page 3 of 16)
2/R/B0913-002/Chrt8X11.003
i
N
ww
CL Ce
.j w Ce
o tom-- P-+ tv c V)
c of w w w
n. <
cry omQ ¢ u
Ce w > "-: cn
(D
00
10) Between east side of Southern
California Edison easement and
west boundary of parcel 10 of
the Concept Plan, construct
standard curb and gutter 26 1 /2
feet northerly of street
centerline. X
11 ) Construct standard street
section between curb and street
centerline. X X
12) Use traffic index of 9. 0 . X X
13} Install master storm drain as
required by the Public Works
Department. X X X
D. LUGONIA AVENUE EAST OF B STREET
TO CALIFORNIA
1 ) Dedicate to provide for a 52
foot half street northerly of
street centerline. X
2) Construct standard curb and
gutter 40 feet northerly of
street centerline. X
3) Construct standard street
section between curb and street
centerline. X
4) Use traffic index of 9 . 0 . X
(EXHIBIT
/ "C") (Page 4 of 16)
Gf Rr BO91 3-002/05X1 1.Q03
225
CL LL
U.1# - V)
t1' tom' W W LaJ »�
al< V) to 0I Q'
ht �
co F-
5)
5) Install master storm drain as
required by the Public Works
Department. X X
E. VICTORIA AVENUE FROM EAST SIDE
OF SOUTHERN CALIFORNIA EDISON
EASEMENT TO ITS INTERSECTION
WITH LUCCNTA AVENUE
1 ) Dedicate to provide for a 104
foot street between Bryn Mawr
Avenue and Gest side of Southern
California Edison easement. X
2) Construct standard curb and
gutter 40 feet each side of
street centerline. X
3) Construct standard street
section between new curbs. X
4) Use traffic index of 9 , 0. X
5) Install master storm drains as
required by the Public Works
Department. X X
F. VICTORIA AVENUE EAST OF MOUNTAIN
VIEW TQ EAST SIDE CSF SC?UTHERN
CALIFORNIA EDISON EASEMENT
1 ) Dedicate to provide for a 104
foot street between West side of
Southern California Edison
easement and Mountain View. X X
fl
(EXHIBIT "C") (Page 5 of 16)
2/R/B0913-002/Chrt8X11.003
-4512.25
w
_j LLJ
LIJt-i
t!7 �
CY- W W UJ
V) M.
W U.1 t I J
F_ a
C> (D Ln S✓? Sn SIS C>
F_ r"'r a4 C lam'
2) Construct standard curb and
gutter 40 feet each side of
street centerline. X X
3) Construct standard street
section between new curbs. X X
4) Use traffic index of 9 . 0 . X X
5) Install master storm drain as
required by the Public Works
Department. X X X
G. SAN BERNARDINO AVENUE
1 ) Dedicate 18.75 feet to provide
for 60 foot half street
southerly of street centerline
including a sidewalk easement. X
2) Construct standard curb and
gutter 52 feet each side of
street centerline. X
3) Construct standard street
section between new curb and
street centerline. X
4) Use traffic index of 9 .0. X
5) Install water rains as required
by the Public Works Department . X
6) Install sewer mins as required
by the Public Works Department . X
(EXHIBIT "C") (Page 6 of 16)
2/R/BO913-002/Chrt8X11.003
� w
91-454225
Z- vt �-
� � v
t�-
c�
cn a� ¢ ¢ U-
O
<D �cin e�i w w C)
t- W V)
ce L" ::-
CO F- W
7) Install master storm drain as
required by the Public Works
Department. X X
H. CALIFORNIA STREET - ALMOND
AVENUE TO SAN BERNARDINO AVENUE
1 ) Dedicate 23 . 75 feet to provide
for 65 foot half street westerly
of street centerline. X
2) Construct standard curb and
gutter 59 feet westerly of
street centerline including a
raised median island. X
3) Construct standard street
section between new curb and
street centerline. X
4) Provide one lane of traffic
northbound and one lane of
traffic southbound. X
5) Obtain right-of-way as necessary
to provide two lanes of traffic
northbound and two lanes of
traffic southbound. X
6) Construct standard street
section to provide two lanes of
traffic northbound and two lanes
of traffic southbound. X
(EXHIBIT "C") (Page 7 of 16)
2/R/B0913-002/Ch X11.403
b-i fes;;
91-454225
W
ceece.. W W ieW
tn
AZC
rW a _
C) tJ Ln W L" LU C}
G1 T 6 t *-4H W 4 to
7) If Barton has not performed 5)
and '6) abode as of the date
Kaiser commences Phase 2, then
Kaiser shall perform ) and 6)
as a condition to Kaiser
Phase 2. X
I . CAL FORK A S REE`I°` - ALMOND
AVENUE TO ItUG NIA AVENUE
1 ) Dedicate 23. 75 feet to provide
for 65 foot half street westerly
of street centerline. x
2) Construct standard curb and
gutter 59 feet westerly of
street centerline including a
raised Median island and 10 feet
easterly of street centerline, x
3) Construct standard street
section betweennew `curb and
street centerline. x
4) Provide one lane of traffic
northbound and one lane of
traffic southbound, x
5) Obtain right-of-way as necessary
to provide two lanes of traffic
northbound and two lanes of
traffic southbound. x
(EXHIBIT "C") (Page 8 of 16)
/ /BOOB-002/o, X11.003
i
25
< vs vs cn
cr7 0. < Q d cc
CD t- Q. aCO
Fes-- W ce W
C� CD w LU W C)
co�
a W
6) Construct standard street
section to provide two lanes of
traffic northbound and two lames
of traffic southbound. X
J. CALIFORNIA STREET - LUGONIA
AVENUE TO EASTBOUND I-10 RAMPS
1 ) Restripe to provide one lane of
traffic northbound and one lane
of traffic southbound. X
2) Widen street to provide two
lanes of traffic northbound and
two lanes of traffic southbound. X
K. CALIFORNIA STREET -
MISCELLANEOUS
1 ) Use traffic index of 9.0 X X
2) Install water main as required
by the Public Works Department. X X
3) Install sewer mains as required
by the Public Works Department. X X X
4) Restrict all driveways to right-
turns only. X X X X
L. STREETS A, B, C, D AND ALMOND
AVENUE
1 ) Dedicate to provide for 88 foot
street LX
(EXHIBIT "C") (Page 9 of 16)
2/R/BO913-002/C rt8X11.0O3
91-454225
iAJ
a� a
F—
V) c>
w a:
cli
CD
C.T.:
Q X
Ce W } ae er a F e CDk-`^ rte+
2) Construct standard curb and
gutter 32 feet each side of
street centerline. X X
3) Construct standard street
section between new curbs. X X
4) Use traffic index of 9.0 . X X
5) Install water mains as required
by the Public Works Department. X X
6) Install sewer mains as required
by the Public Works Department. X X
----7P
7) Install master storm drain as
required by the Public Works
Department. X X X
M. STREET E
1 ) medicate to provide for 66 foot
street. X
2) Construct standard curb and
gutter 26 feet each side of
street centerline. X
3) Construct standard street
,L
section between new curbs. X
4) Use traffic index of 8.0. X
5) Install water mains as required
by the Public Works Department. r_x 6) Install sewer mains as required
by the Public Works Department,
(EXHIBIT "C") (Page 10 of 16)
2/R/BO913-002/Chrt8X11.003
91-454225
Cl ;t 1-4 cli
< V) V)
_j
oc.a
CC W >- (D
<
CO
N. GENERAL CONSTRUCTION
REQUIREMENTS
1 ) Construct standard sidewalk
along street frontage including
handicapped ramps at curb
returns. X x X X X _
2) Install sodium vapor ornamental
street lights per spacing for
Public Works Engineering
Administration standard
specifications. X x X X X
3) Install street name sign posts
as required. x x X X x
4) Install non-potable water
systems for landscape irrigation
use as required by the Public
Works Department. Specific
requirements will be determined
at the time of future
development. X . X X X X
5) Install separate domestic and
irrigation services to each lot
as required by the Public Works
Department. If any lot is
further subdivided, additional
domestic and irrigation services
shall be installed to each new
lot created. X x X x x
(EXHIBIT "C" ) (Page 11 of 16)
2/R/B0913-002/Chrt.8X11.003
9 5A
1-4 "12250
« W0- Cx
Ln
!W tx
Fes- C� V i
cx CC, W W w
<n 0.. < W
t- 00. a nom. w
r-, z
tL W i 1 1 .J
<
C) C.:3 V) W W U i
#— W V) t!f t/5 wt
AC W > cwc,� Ui
a a t tw +
CO !— �+ C W
6) Install Fire Hydrants as
required by the City of Redlands
Fire Department. X X X X X
7) Install sewer laterals to the
property line of each lot as
required by the Public Works
Department. X X X X
8) All active irrigation lines in
the street right-of-way shall be
replaced with either steel or C-
900 FVC Pipe. X X X
O. GENERAL CONSTRUCTION FEE
REQUIREMENTS
1 ) Pay for street name signs and
pay for stop signs as required. X X X X X
2) Pay the Watermain Frontage
charge on a dollar per foot of
frontage basis on Lugonia Avenue
as a condition to the Final
Approval. X X X
3) Pay the Sewermain Frontage
Charge on a dollar per foot of
frontage basis as a condition of
Final Approval for Mountain
Avenue, Lugonia Avenue, San
Bernardino Avenue. X X X
(EXHIBIT "C") (Page 12 of 16)
2/R/BO913-,002/Chrt8X11.003
P 2 2 5
CL CL'
cece W W W
< V) V) (n
V) a. < <
<
-j W Ce Of
C7 (/I W WW C)
W (In t) to
W CD uj :�-
< 22-1
CO cle
P. GENERAL BUILDING CONSTRUCTION
FF,KRBC?�IREM�ENT
1 ) Pay the Water Source Acquisition
Charge on a dollar per 100 cu.
ft. estimated monthly
consumption basis as a condition
of approval of an application
for a water connection prior to
meter installation. The fees
will be reviewed at the time of
Building Permit issuance and
fees will be based on specific
uses proposed. x x x x x
2) Pay the Water Capital
Improvement Charge on a dollar
per 100 cu. ft. estimated
monthly consumption basis as a
condition of approval of
application for a meter
connection prior to meter
installation. The fees will be
reviewed at the time of Building
Permit issuance and fees will be
based on specific uses proposed. - x x x x x
3) Pay the Sewer Capital
Improvement Charge on a 100 gpd
estimated flow basis as a
condition of issuance of the
Building Permit. The fees will
be reviewed at the time of
building permit issuance based
on specific uses proposed. x x x x x
(EXHIBIT "C") (Page 13 of 16)
2/R/BO913--002/Chrt8X11.0O3
2
w
;x
Ln
•-• cv cin
c� ce w w w ¢
CD x
r r r
C> CD V) W w w
h w kn
esva c e
rx t >- ., M, ,� CD
Q. INSTALLATION OF TRAFFIC SIGNALS
AS PROVIDED IN SECTION G. 3 . OF
THE PROJECT MITIGATION
MONITORING PICOGRAM
1 ) Install traffic signals at
California Street and San
Bernardino Avenue. X X
2) Install traffic signals at
California Street/Almond Avenue. X X
3) Install traffic signals at
California Street/Lugonia
Avenue. X X
4) Install traffic signals at
California Street/Westbound I-10
ramps. X X X
5) Install traffic signals at
California Street/Eastbound I-10
ramps. X X X
6) Install traffic signals at
Mountain View Avenue/Lugonia
Avenue. X
7) Install traffic signals at
Lugonia Avenue/Research Park
Drive (West Parcel 4) . X
S) Install traffic signals at
Luonia Avenue/Bryn Mawr. X
(EXHIBIT "C") (Page 14 of 16)
2/R/80913-002/chr•t8x11.003
.,
w
vy nom.
az.. a
O x cL aY o�
CD CD Ln w W w O
Uj
9} Install traffic signals at
Lugonia Avenue/South Parcel 4
Road. X
10} Install traffic signals at San
Bernardino Avenue/Mountain View
Avenue. x x x
R. COMPLY WITH THE PROVISIONS OF
SEQTION GA OF PROJECT
MITIGATION MONITORING PROGRAM x x x X x x
Map of area is attached hereto as Page 16 .
(EXHIBIT "C") (Page 15 of 16)
21R/BO913-002/Chrt8x11.003
•
9
Y #
Oumvrmw U15
10
4
f,r t �r/✓ ! 'ter /lf�• �_•..a r /
t
♦ /per+ � ' f �
ssstarty f` F
.. • iEfrt fj,(/y{jjy{/')f.7�''d� . IA All
PI
irirvi� !
t C
•
V r
J-JT.
4 4
f
err 54,1165P
g
x
•
�pure}_t,. � ♦h+Y fat ...,.w. •N
++VAA
Y•
st arer r #frill
(Paoe 16 of 16)
91-45-4,29-A-5
A.-NOTES TD-EXHLBIT "C"
1. For certain public improvements or facilities (described in this exhibit or in the
Project's Mitigation Monitoring Program, which is hereby incorporated herein by this
reference) a reimbursement agreement shall be executed by the City and the
Developer when (a) a Benefit Zone Study prepared pursuant to Section G of the
Project's Mitigation Monitoring Program shows that property in addition to the
Property is benefitted by the improvements or facilities, or (b) Developer is entitled to
reimbursement pursuant to City ordinances, resolutions and policies, e.g.,
reimbursement for certain water, sewer and storm drain facilities. Such Agreements
(which will be substantially identical to Exhibit Cl attached hereto and incorporated
herein by this reference) will provide for Developer's reimbursement from impact
fees imposed by City on other benefitted properties as they are developed and will be
for a term of thirty (30) years.
2. Developer is responsible for those infrastructure items where there is an "X" in the
columns designated with Developer's name and no "V in the Regional Infrastructure
column. The costs of such items will be paid by Developer and shall be subject to a
reimbursement agreement with the City as provided in Section G of the Project's
Mitigation Monitoring Program. Where there are 2 or more "X's" on any line item,
the costs of the improvements or facilities will be allocated among each Developer on
such reasonable basis as they may agree.
3. Mere there is an "X" in Developer's column and in the "Regional Infrastructure"
column, the item is anticipated to be constructed through a community facilities
district, assessment district, or other public financing mechanism in which Developer
will participate. if no such district or mechanism is formed, Developer will be
responsible only for Developer's "Fair Share" of the cost of such items.
4. The cost of any improvements identified in the City's Master Street Improvement
Plan constructed by Developer or any assessments or CFD taxes to be paid therefor
by Developer will offset applicable City fees, dollar for dollar, pursuant to the City's
Traffic Impact Fee Ordinance.
5. The master plan storm drain is designated as a regional infrastructure improvement
and its cost will be offset against the City's drainage acreage fees the same as per
paragraph 4 above.
Notes to Exhibit "C' (Page 17 of 21)
225
6. ?Medians in California Street between San Bernardino Avenue and 1-10 will not be
required unless the full improvements are constructed.
7. The condition to obtain right-of-way as necessary to provide traffic improvements
adjacent to property that is not owned by either Barton, Kaiser or Glorious Redland
Investment Partnership will require the City to condemn the property if necessary.
The costs of such condemnation proceedings will be allocated among Barton, Kaiser
or Glorious Redland on an equitable basis.
8. 4f the interior streets, Kaiser is only responsible for half width improvements of "B"
Street, Almond, and "D" Street from Almond to "B" Street.
9. The general construction requirements apply to the property frontage only. Whoever
develops first will be responsible for the cost of street lights on their interior street
frontage. Because it benefits the property across the street, reimbursement agreement
will be executed for this expense.
10. Developer will construct two (2) water lines in all the streets, one for domestic water
and one for irrigation water. Potable water will be used for both domestic service
and fire protection because there is insufficient capacity for fire protection from the
non-potable system.
11. Kaiser's responsibility for water and sewer mains in Lugonia will be from "B" Street
to California Avenue. The Water Source Acquisition charge, Water Capital
Improvement eharge,and Sewer Capital Improvement charge are all payable at the
time the building permit is issued. The owner may furnish water use records to
determine the amount of the fee.
B. ADDITIONAL CONDITIQNS
l. Kaiser (i.e., Developer) shall not begin using the licensed, in-patient acute care
hospital beds at its hospital in Barton Center Redlands until. January 1, 2000, provided
that said utilization can begin at an earlier time if and when RCH (i.e., Redlands
Community Hospital) experiences an average seventy-five (75%) percent rate of
occupancy for its currently licensed 203 hospital beds during a continuous twelve (12)
month period.
2. Developer shall pay to City Two Hundred Thousand Dollars ($200,000.00) to be used
for the Redlands Senior Citizens Nutritional Center, or if such a center is not
established, for any other City program or programs providing health care, health
education or social: services to the Redlands community.
This payment is clue and payable on or before January 31, 1992, unless a referendum
petition is filed with the City regarding the ordinance approving this Agreement or a
lawsuit is filed challenging the validity of this Agreement or the Concept Flan in
Notes to Exhibit "C" (Page 18 of 21)
91-454225
either of which case this payment will not become due and payable unless and until
this Agreement becomes fully operative and effective and no longer subject to legal
challenge.
3. Developer agrees that the Community Facilities District to be formed pursuant to
Section 11.5 of this Agreement shall include among the public facilities to be funded
in addition to those referred to in Exhibit C a firestation and associated equipment
including one fire truck for a total cost not to exceed $2,000,000.00 and additional
facilities or services (including but not limited to funding for regional open space and
trails development not located on the Barton Center Redlands property) to be
determined by City for a cost not to exceed $600,000.00.
4. There are presently existing on the Barton Center Redlands property two (2) existing
water wells (the "Existing Wells"), one of which is located on the Property ("the
Kaiser Well"), which are currently used to provide irrigation water for agricultural
purposes. Developer will either: (i) convey to the City the Kaiser Well as well as
sufficient property within the Almond Street right of way or in the 25 foot setback
from Almond Street (the "Well Site") surrounding the same to permit the installation,
maintenance and operation of the pumping facilities (which City shall install
underground) necessary to provide Developer with water for the uses hereinafter
specified, or (ii) cause the Kaiser Well to be abandoned (in accordance with state and
city regulations) if necessitated by its location in the Almond Street right of way. The
City shall pay Developer, concurrently with the conveyance to it of the Kaiser Well
and the Well Site, the fair market value of the same.
The fair market value of the Kaiser Well and the Well Site shall be determined by
agreement between City and Developer or, in the absence of such agreement, by
arbitration using Judicial Arbitration and Mediation Services, Inc. The fair
replacement cost of the same and will take into account the following criteria: age,
casing diameter, depth, capacity, construction (materials and drilling method),
condition of pumping equipment and eighty (80) year straight line depreciation. The
fair market value of the Well Site shall be based on the highest and best use of the
property upon which the same will be located.
Except as provided hereinabove with respect to the conveyance to the City of the
Kaiser Well and the Well Site, Developer shall retain all water and water lights now
existing with respect to the Property.
The City shall provide Developer with water for the following uses: (a) for
agricultural uses now or hereafter existing on the Property; and (b) for irrigation of
all landscaping hereafter placed on the Property. The obligation of the City to
provide Developer with water as provided herein is not contingent upon the ability of
the City to obtain the same from the Existing Wells, it being understood that, in the
event the City is unable to obtain water from the Existing Wells in sufficient
Notes to Exhibit "C" (Page 19 of 21)
Gv:
5
quantities to discharge its obligations hereunder, the City small obtain such water from
such alternative source or sources as may then be available to it and deliver the same
to the Property for use by Developer as provided herein. City's obligation to provide
water from alternative sources at the rates specifier) herein shall be limited to the
capacity of the Existing Wells. Any water delivered to Developer exceeding the
capacity of the Existing Wells shall be at the City's then existing rates and pursuant to
then existing limits and generally applicable dater service rules and regulations for
domestic and non-potable water, as applicable.
The City shall, to the extent possible, utilize the Existing Wells to provide the water
to be supplied by it as provided herein and, in connection therewith, shall design and
construct on the well site or sites all pumping facilities necessary to provide the
capacity and pressure to do so.
'Nater provided hereunder by the City for agricultural uses on the Property shall be
provided at an annual rate which does not exceed the actual annual cast incurred by
the City in the operation and maintenance of the Existing Wells or only the second
well if the Kaiser Well is abandoned (the "Production Coast"). The Production Cost
shall be determined annually on a fiscal year basis (i.e. July 1 - Tune 30) and City
shall, upon request of Developer, provide Developer with its calculations establishing
the same.
Water provided hereunder by the City for irrigation of landscaping shall be provided
at an annual rate which does not exceed Production Cost plus one thirtieth (1/30th) of
the City's Capital Recovery Cost (which term as used herein shall mean the actual
cost incurred by the City in constructing pumping facilities installed on the well site
or sites to the extent that such facilities are necessary to provide the water required by
the Developer, it being understood that, to the extent such facilities are sized to
permit City to provide water to places other than the Property, the cost of such
oversizing shall be borne by the City and not the Developer).
The City's Water Source Acquisition Charges and Water Capital Improvement
Charges shall not apply to the water provided hereunder..
The annual rate for the water provided hereunder to Developer shall be the same for
Developer and the other users on the Barton Center Redlands property and shall not
be greater than the rate charged by the City for its potable water.
Except for service of water for agricultural uses on the Property, nothing herein shall
be construed to require City to provide Developer with water in quantities or of
quality different than that generally available to City users under then existing City
water service rules and regulations.
. Developer is entering into this Agreement with the expectation that it will successfully
Notes to Exhibit "C" (Page 20 of 21)
1-4 2255
complete its pending purchase of the Property. It is agreed that Developer's
performance obligations herein do not become effective unless and until such purchase
is completed and Developer becomes the legal owner of the Property.
Notes to Exhibit "C" (Page 21 of 21)
91-454225
REIMBURSEMENT AGREEMENT FOR CONSTRUCTION
OF PUBLIC IMPROVEMENTS
This agreement ("Agreement") is made this _..._ day of
, 1991 by and between the City of Redlands, a
municipal corporation (the "City") , and (Barton Development
Company, a California corporation, and The Glorious Redland
Partnership, a California limited partnership OR Kaiser Foundation
Hospitals, a California non-profit public benefit corporation)
(hereinafter referred to as "Developer") .
RECITALS
A. Developer owns approximately acres of real property
located within the City (the "Developer' s Property") , more
particularly described on Exhibit "A" attached hereto and
incorporated herein by reference.
B. City has adopted the Redlands Municipal Code (the "Code")
establishing various development impact fees to offset the cost of
development of City infrastructure.
C. As a condition to the approval of a development agreement
between Developer and the City (the "DA") , City has required
Developer to design, construct and install certain public
facilities to serve Developer's Property and other properties (the
"Improvements") . The Improvements are identified in Exhibit "C" of
DA, including the Mitigation Monitoring Program incorporated
therein. It is anticipated that the Improvements will be
(EXHIBIT "C-1")
2/R/B362104R1Reimburs.Agm 1
91-454225
constructed by a Community Facilities District or other assessment
district, although Developer may directly construct some of them.
D. The DA provides that engineering benefit zone studies
(collectively, the "EBZ Study") will be done by City at Developer' s
cost to determine which of the Improvements benefit property in
addition to Developer's Property (the "Benefitting Properties") .
City agrees to reimburse Developer for the pro rata share of the
costs of those Improvements that also benefit other properties (the
"Reimbursable Facilities") . The amount of the reimbursement will
be determined by the EBZ Study and will be made from funds
collected by City from the owners or developers of the Benefitting
Properties.
E. Developer is willing, if necessary pursuant to the
provisions of the DA, to advance the costs of designing,
constructing, installing and inspecting the Reimbursable Facilities
subject to reimbursement from the Benefitting Properties.
F. This Agreement is intended to create obligations of
Developer for only those of the Improvements that Developer
directly constructs.
TERMS
A. Design and Construction of Ian ro nts. Pursuant to the
provisions of the DA, including the timing set forth therein,
Developer shall be responsible for designing, constructing,
installing and providing for the inspection of those Improvements
directly constructed by Developer. The plans and specifications
(EXHIBIT RC-Iff)
2/R/8362/Q4R/Reimburs.Aqm 2
91-454Z2.5.
for the work shall be approved by City prior to construction, and
the design, construction and installation of the Improvements shall
be to the satisfaction of City in its sole and reasonably exercised
discretion.
B. Source and Met
YT�a_hQdf - �Ma�ximu�m
_q_ ur�em�
Reimbursem n
1. City shall reimburse Developer for the costs,
including an amount attributable to interest computed at the then
existing Bank of America's Reference Rate upon the outstanding
costs incurred, associated with the design, construction,
installation and inspection of the Facilities, in an amount
determined by the EBZ Study: (a) from then-available development
impact fees collected pursuant to the Code from subsequent
developers of Benefitting Properties; (b) from the proceeds of any
community facilities district or assessment district formed, in
part, to pay the same; or (c) from other fees that City may impose
upon any developers of the Benefitting Properties (the
"Reimbursement Funds") . City shall exercise its police power to
the maximum lawful extent to collect fees for the pro rata share of
the costs for the Reimbursable Improvements as determined by the
EBZ Study, including enactment of new ordinances if necessary.
Reimbursement shall be from the Reimbursement Funds and from no
other source.
2. The total amount of the reimbursement obligation
over the life of this Agreement shall be as determined in the EBZ
Study.
(EXHIBIT "C-1")
2/R/8362/G4R/Reinbjrs.A9m 3
3 . City shall disburse reimbursements due to Developer
under this Agreement semi-annually from the Reimbursement Funds
collected from developers of Benefitting Properties as provided in
this Agreement less an administrative fee of k. The first
reimbursement shall occur no later than 6 months fallowing City's
formal acceptance of the Improvements.
C. 'Perm of Reimbursement (Obligation. City' s obligation,
under this Agreement, to reimburse Developer for the Reimbursable
Facilities shall continue for a period of thirty (30) years from
the date of the DA, unless the obligation is sooner satisfied by
payment in full of all reimbursable amounts due and owing to
Developer under this Agreement. After such thirty-year period or
payment in full, whichever occurs first, the reimbursement process
shall cease.
D. Bids and Contracts. Developer, when directly
constructing any of the Improvements, shall be solely responsible
for securing appropriate bids and awarding the contract for
construction and installation of the Improvements in compliance
with all applicable federal and state laws. Developer shall
defend, indemnify and hold City, its elected officials, officers,
agents and employees free and harmless from any and all claims,
actions or liability whatsoever, including attorney's fees and
court casts, arising out of or in connection with Developer's
construction of the Improvements.
{EXHIBIT "C-1"}
21R/B362/04R/Reimburs.Agm 4
- ---------------------------------------------------------------------------------------- ...... --------------------------- --------------------------
-45422a,
E. Inspection.�io n City shall have the right at all times to
inspect the construction of the Improvements to measure compliance
with City plans and specifications.
F. Indemnification• Insurance.
1. Developer shall defend, indemnify and hold City, its
elected officials, officers, employees and agents free and harmless
from any and all liability from loss, damage, or injury to or death
of persons or property in any manner arising out of or incident to
Developer's performance of this Agreement, including without
limitation all consequential damages, attorney's fees and court
costs, resulting from the negligence of Developer or Developer's
agents. This indemnity shall extend to any claims arising because
Developer has failed to properly secure any necessary easements,
land rights, contracts, or approvals, but shall not extend to any
claims arising out of the negligence of City.
2. Developer shall require all persons doing work on
the Improvements directly constructed by Developer, including their
contractors and subcontractors, to obtain and maintain insurance of
the types and in the amounts described below in a form and with
carriers satisfactory to City.
a. Commercial General Z,iabilitY Insurance.
Occurrence version commercial general liability insurance or
equivalent form with a limit of not less than $1,000,000.00 each
occurrence shall be maintained. If such insurance contains a
general aggregate limit, it shall apply separately to this
(EXHIBIT "C-1")
2/R/8362/04R/ReWburs.A9m 5
91-454225
Agreement or be no less than two times the occurrence limit. Such
insurance shall:
i. Name city, its elected officials,
officers, employees and agents as insureds with respect to
performance of this Agreement. The coverage shall contain no
special limitations on the scope of its protection afforded to the
above-listed insureds.
ii. Be primary with respect to any insurance
or self insurance programs covering City, its elected officials,
officers, employees and agents.
iii. Contain standard separation of insureds
provisions.
b. Business Automobil _.w _I�iabili Insurance.
Business automobile liability insurance or equivalent form with a
limit of not less than $500, 000. 00 each accident shall be
maintained. Such insurance shall include coverage for owned, hired
and non-owned automobiles.
C. Workers Workers'
compensation insurance with statutory limits and employers,
liability insurance with limits of not less than $1,000, 000.00 each
accident shall be maintained.
d. Other Insurance-Requ rements. Developer shall:
i. Prior to taking any actions under this
Agreement, furnish City with properly executed certificates of
insurance which shall clearly evidence all insurance required in
(EXHIBIT "C-111)
21 R/8362/04R/R e i ffixirs.Agm 6
9 1-45 41 2, r5i
this Section and provide that such insurance shall not be canceled,
allowed to expire or be materially reduced in coverage except on
forty-five (45) days' prior written notice to City.
ii. Provide to City certified copies of
endorsements, and policies if requested by City, and properly
executed certificates of insurance evidencing the insurance
required herein.
iii . Replace or require the replacement of
certificates, policies and endorsements for any insurance required
herein expiring prior to completion and acceptance of the
Improvements.
iv. Require to be maintained all insurance
required herein from the time of execution of this Agreement until
the acceptance of the Improvements.
V. Require the placement of all insurance
required herein with insurers licensed to do business in
California.
G. Commencement of Construction and Inspection. Developer
and its contractors and subcontractors shall not commence
construction of any Improvements until Developer has received
written authorization from City to proceed. All work performed on
the Improvements shall be done in substantial compliance with City-
approved plans, specifications and contract documents and in a good
and workmanlike manner. All work performed by Developer, its
contractors and subcontractors to construct the Improvements shall
be subject to inspection by City, and Developer shall require its
(EXHIBIT "C-1")
2JR/8362/04R/Reio&rs.A9m 7
91-454225
employees, contractors and agents to comply with all instructions
given by City during construction of the Improvements. All fees
and costs for construction of Improvements directly by Developer
shall be borne solely by Developer, subject to reimbursement as
provided herein. Inspection by City or its employees or agents
shall not relieve Developers of their liability, if any, for design
defects or improper or inadequate workmanship.
H. Compliance with Applicable haws. Developer shall require
that all work performed on the Improvements that are directly
constructed by Developer is performed in a manner which complies
with all applicable federal, state, county and local government
laws, regulations and rules, including all rules and regulations of
City, as these rules and regulations may be modified or changed
from time to time.
I. Prevailing Wages. Developer is aware of the requirements
of California Labor Code Sections 1770 et geq. , which would require
the payment of prevailing wage rates and the performance of other
requirements if it were determined that Developer's contracts with
its contractor(s) to construct the Improvements were a public works
contract as defined in Sections 1720 and 1720 .2 of the California
Labor Code. The parties hereto agree, however, that: M to the
maximum extent permitted by law, Developer' s contracts with its
subcontractors shall not be deemed "public works contracts" as
defined in the California Labor Code; and (ii) none of the parties
hereto shall take a position inconsistent with the foregoing
treatment of Developer' s contracts. Developer agrees to hold City
(EXHIBIT "C-1")
2/R/B362/04R/Reiffburs.A9m 8
91-454225
and its elected officials, officers, employees and agents harmless
from any claim or liability including, without limitation,
attorneys' fees and court costs, arising from any failure or
alleged failure to comply with these provisions of the California
Labor Code.
J. Contractor Licenses. All work performed on the
Improvements shall be done only by contractors licensed in the
State of California and qualified to perform the type of work
required.
K. Acceptance of Work. Upon completion of the Improvements
to the satisfaction of City, the Improvements shall be presented to
the Redlands City Council for dedication and acceptance, and for
authorization to file a Notice of Completion. The City Council may
accept the Improvements if it determines that the Improvements were
constructed in accordance with the approved plans, specifications
and contract documents, that they operate satisfactorily, and that
all other requirements of this Agreement have been satisfied. Upon
acceptance of the improvements, Developer shall assign to City all
of Developer's rights and remedies, including warranties, as set
forth in the approved contract documents, and thereafter City shall
have the same recourse under said contract documents that City
would have had if City itself had engaged Developer's contractor to
construct the Improvements.
L. Liabilit for Work Prior to Formal Acte Lance. Until the
City Council has formally accepted the Improvements, Developer
shall be solely responsible for all damage to the work caused by or
(EXHIBIT "C-1")
2/R/8362/04R/Reiffburs.A9m 9
91-45-12.25
arising out of Developer' s or its contractor' s or subcontractor' s
negligence and for all damages or injuries to any person or
property at the work site caused by or arising out of Developer's
or its contractor' s or subcontractor' s negligence, except damage or
injury due to the negligence of City, its agents or employees.
M. Guarantee. Developer shall require its contractor(s) to
provide one or more bonds, in form and content acceptable to City,
to guarantee all work and materials for the Improvements to be free
from all defects due to faulty materials or workmanship for a
period of one (1) year after the date of formal acceptance of the
work by City.
N. Record prawinga. Prior to acceptance of the Improvements
by the City Council, Developer shall provide City with three (3)
copies of record drawings with certification by a licensed engineer
in the State of California as to accuracy and completeness.
Developer's contractor(s) shall be solely responsible and liable
for insuring the completeness and accuracy of the record drawings.
0. Ownership-gf-the- Improvements. From and after acceptance
of the Improvements by formal action of the City Council, ownership
of the Improvements shall be vested exclusively in City.
P. Approval Of ImOrovement Costs. Upon completion and final
acceptance of the Improvements by formal action of the City
Council, Developer shall, within thirty (30) days, provide City
with an itemized bill showing all reasonable costs, including an
amount attributable to interest at the Bank of America's Reference
Rate, incurred by Developer to design, construct and install the
(EXHIBIT nC-1")
21R/8362/04R/Reimburs.Agm 10
9-1-454225
Improvements. Such reasonable costs shall be limited to costs of
acquiring necessary land and easements not currently owned by
Developer, permit fees, and costs directly and necessarily related
to the design, construction and installation of the Improvements.
Developer agrees to provide City with bills evidencing costs
incurred. Developer also agrees to provide City with any
additional information as to any items shown on the cost bill as
requested by City to substantiate the costs. Following completion
of its analysis, City shall advise Developer, in writing, of any
fees or costs shown on the cost bill which City will disallow and
the reasons why these items are being disallowed by City. Only
those costs approved by City, in its reasonably exercised
discretion, will be allowed for reimbursement in accordance with
this Agreement.
Q. Notice. Any notices required or desired to be sent
pursuant to this Agreement shall be addressed as follows:
City Developer
City Manager [Barton Development Company and
City of Redlands The Glorious Redland Investment
30 Cajon Street Partnership
P.O. Box 3005 c/o Barton Development Company
Redlands, CA 92373 10535 Foothill Boulevard, Suite 350
Rancho Cucamonga, California 91730
OR
Kaiser Foundation Hospitals
393 East Walnut Street
Pasadena, California 91188
Attn: Property Acquisition Dept. )
(EXHIBIT "C-1")
2/R1B362/04R1Rein-burs-A9m
91.4r, 22,
R. Amendment. This Reimbursement Agreement may be amended
by the parties hereto. Such amendment or amendments shall not
require an amendment to the DA.
S. Attorney' s Fees. in the event any action is commenced to
enforce or interpret any term or condition of this Agreement, in
addition to costs and any other relief, the prevailing party shall
be entitled to reasonable attorney' s fees.
T. Entire Ag-Keement . This Agreement contains the entire
agreement of the parties hereto with respect to the matters
contained herein.
U. Assignment. This Agreement shall not be assigned without
the written consent of the parties hereto, and any assignment
without such written consent shall be void and ineffective.
V. Time of Essence. Time is of the essence of this
Agreement.
City of Redlands [Barton Development Company,
a California corporation
By: Mayor
By:
James E. Barton
ATTEST: Its: President
The Glorious Redland Investment
Partnership, a California
City Clerk limited partnership
By:
Cheng Hui Hou
Its: General Partner
(EXHIBIT "C-111)
2/R/B362/04R/Reimburs.A9m 12
rz
Ok
Kaiser Foundation Hospitals
a California non-profit public
benefit corporation
By:
Hugh A. Jones
Its: Senior Vice President
And:
Sandra H. Cox
Its: Assistant Secretary
and Regional Counsel]
_ "
(EXHIBIT C 1 )
2/R/ 362/44R/Rei r$.Ags 13
EXHIBIT "A"
"Developer's Property"
(attach legal description]
(EXHIBIT "A") (Page 1 of 1)
2/R/8362/04R/Reimburs.Agm