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Home My WebLink AboutOrdinances_2171_CCv0001.pdf 4 ORDINANCE NO. 2171 AN-ORDINANCE OF THE CITY OF REDLANDS APPROVING A DEVELOPMENT AGREEMENT BETWEEN KAISER FOUNDATION HOSPITALS AND THE CITY OF REDLANDS THE CITY COUNCIL OF THE CITY OF REDLANDS DOES ORDAIN A FOLLOWS: SECTION 1. Findings. The City Council hereby finds.- (i) inds:(i) On June 11, 1991, after publication, posting and mailing of notices thereof as required by law, the Planning Commission of the City of Redlands conducted a public hearing on ai proposed Development agreement for approximately 38 acres of land located in the portion of the City zoned under the East "valley Corridor Specific ,Plan, of, which Kaiser Foundation Hospitals (the "Property Owner") is an equitable owner, (ii) On August 20, 1991, and August 26 1991, after publication, posting and mailing of notices thereof as required by law, the City Council conducted a public hearing on the proposed Development Agreement, and received testimony and information :from any and all parties; (iii) The proposed Development Agreement is consistent with the City's General. Plan and the East Valley Corridor Specific Plan; (iv) The proposed Development Agreement contains matters required by California Government Code Section 65865. 2 and �t Y 1tf 7{ SCD64 ?3 theCity's procedures and requirements for the consideration of development agreements, (v) The approval of and the City's entering into the proposed Development Agreement with be in furtherance of the purposes of the California Government Code in that such Agreement will promote the orderly development of such property, strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic costs of development, and (vi) The benefits to City (including, without .imitation, the residents of City) under the Agreement include, but are not limited to: (a) improvements to roadways; (b) siting of another major medical services facility within the City'; (c) the creation of jobs within the city; and (d) the contribution o $200,1000 towards the construction of the City's senior nutrition center. S ECT I ON >2 . A,p Xova l The Development Agreement, a copy of which is attached hereto as Attachment "A,, " is approved and the Mayor and city Clerk are authorized to execute and deliver the Development Agreement on j behalf of the City. # SECTION 3. Recording. { Pursuant to California Government Code Section 65868.5, the City Clerk shall record with the County Recorder of the County j of Sart Bernardino a copy of the Development Agreement describing s� 2 SCO64793 �t $}rid ° the land subject thereto within 1`0 days after the Agreement is executed on behalf of the City and Property Owner. ECT P4 . The Mayor shall sign this ordinance and the City Clerk shall attest thereto and shall cause it or a summary of it to be published according to law in a newspaper published and circulated in the City of Redlands; and thereupon and thereafter this ordinance shah, take effect and be in force according to law. ADOPTED this 3rd day of September, 1991 . Mayor� �of he i ed dg, -C ornia r ATTEST -t Y C_ erk o City f Recd , California 1, Lorrie Poyer, City Clerk of the City of Redlands, hereby certify that the foregoing ordinance was duly adopted by the City council at a regular meeting thereof held on the 3rd day of Septermer , 1991,, by the following vote. AYES. Councilmembers Beswick, Larsen, Milson; Mayer DeMirj n y NOES. Council.member Cunningham ABSTAIN: None SENT. Node y flerk, of Redlands SCD64793 3 r f RECORDrxcRECO Ef) pi fW11EM RECORDED MAIL TO: CITY CLERK'S OFFICE CITY OF REDLAUDS SAN BERNARDInc) P- 0. Box 3005 CUNT REDLANDS, CA 82373 � CALIF, Eace Above This Line For Its corder s Use: �r�M�1wT+Mr SEI2 F't)tTus, ..,�s 08 r� i { r f� { 3 TABLE OF CONTENTS 9 Section Page 1 Definitions. . . 5 2 Exhibits. . . . . . . . .-« . . . 3 Mutual Benefits. . . « . 6 4 Interest of developer. , . . . . 5 Binding Effect of Agreement. . « . 7 6 Project as a Private Undertaking. . 7 7 Tern. . « . , 7 8 Changes in Project. . . . . B 9 Hold Harmless. . « . 10 Nested Right. « 8 11 General Development of the Project. . . . . . . . . . ltd 12 Rules, Regulations and Official Policies. . . . . . . . . 14 13 Amendment or Cancellation of Agreement. . . . . . . . . . . 1 14 Enforcement. . Y . . . 15 15 Periodic Review of Compliance With Agreement. . . . . 15 16 Events of Default. . . . . . 15 17 Institution of Legal Action. . . . « 17 18 Waivers and Delays. . . . . . . . . . . . . . . . . . . . . . . . . . . 1 19 Notices. « . . . . . . 1 20 Attorney's Fees. . . . . . 1 21 Transfers and Assignment . Y 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 v 27 Severability of Terms. . . . . . . . . . . . . . . # . . . . . . . . . 2 28 Subsequent Amendment to Authorizing Statute. . . . . .. 21 29 Section Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 30 Incorporation of Recitals and Exhibits. . # . . . . . . . 21 1 Rales of Construction and Miscellaneous Terms. . . . 21_ 2, Effect on Title_. . . . . . . . . . . .... . . . # . . . . . . . . . . . . . T 21 3 Incorporation of Conditions from Environmental 21 Review gg..yp sY1C% .. 4 4 ? i T t i i T # ♦ T 9 #:• 4 # T:... # T T T x 4 fi i, . T T.i iX # Ie # # s s • s. T T i .# .... 34 1,iability Insurance . . . . . . 6 . . . ,. . . . . . . T . . . . . . . . . 22 35 Security for Developer 's Performance-. . . . . . . . . . 22 EXHIBIT IIA" LEGAL., DESCRIPTION OF PROPERTY "Bir THE PROJECT tic$# PUBLIC INFRASTRUCTURE CONDITION z: {f �r µ r (Pursuant to Government Code Sections 65564 - 6569. 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 (3 8) acres of land- as described on Exhibit 1°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 4` t 4 3 ti 0- improvements 'in order to make the Project as such terra is definedbelow) 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 a, 1989, pursuant to the provisions of Government ent Code Sections 65450, t se . 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 Flan 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 development agreement relating to the Project and proceedings have been taken in accordance with City's rules and regulations relating to development agreements. 1. In accordance with City Municipal Cade Section 18 .220. 100, the City Planning' Commission has held a dully 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 effect the orderly development of property or the preservation of property values; and. 4 " (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. 2173 , 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. REi The parties agree as follows.: 1.- Definitions. 1. 1: "Agreement" is this Development agreement. 1 "Agreement nater is the date this Agreement is approved by the City Council. 1. "Applicable Law of the Project" means the Corridor Flan and Concept Plan, in so far as they pertain to the :Property, and all of those ordinances, resolutions, codes (except as provided in Section 1 <. 1) , rules, regulations and official policies of City governing the; development and use of the Property as of the Agreement late, 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 "Concept Plan" is that certain document approved on July 1 ,, 1991 entitled Parton Center Redlands Concept Plan. Number 1 and prepared and approved in accordance with Section { vl, 0405 of the Corridor Plan, and as in effect as of the Agreement ,Late. z� �x . ... , 7 w .wMR,Y 1. "Corridor Plan" is the East `Valley Corridor Specific Plan adopted as City Ordinance No. 2086 and in effect a of the Agreement DateSubsequent amendments to the Corridor Plan shall net, 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 writ, appeal, or otherwise. 1,_,_8 "Developer" is Kaiser Foundation Hospitals, California nonprofit public benefit corporation, and its successors in interest to all or any part of the Property. 1. "Project" is the proposed development of the Property as a multi-phased medical center as further described in Exhibit B. _,w 0 "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~ Rxhi Pecr intion Legal Description of the Property E The Project Public Infrastructure Conditions . nutual Benefits`. This Agreement is entered into for 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; E li { {�a assurances on the part of each party as to the Project will be necessary to achieve those desired benefits. 3 . 1 benefits to city. 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 anther major medical services facility within the city; and (c) the creation of jobs within the city. .� benefits tp 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 coney 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. . Interest of Dgvelo er. Developer represents that Developer has entered into an agreement for the purchase of and has an equitable interest in, the Property. . The burdens of this Agreement `bind and the benefits of this Agreement inure to the successors in interest of the parties thereto. . Project as Private ndertain . 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 find is farmed by this Agreement* The only relationship between City and Developer is that cif a. government entity regulating the development of private property by the owner of such property. 7. " ray. 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 fi approved for occupancy, provided that in no event shall such term j exceed twenty ) years following the Effective Date of this Agreement. 8. Changs in Prc `e t. 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 dedications 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; . Hold rpless. By tleelo er°. 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 grass negligence on the ,pare of City, its elected representatives, officers, agents and employees. _.._ gi Lty. City agrees to and shall held harmless Developer, its officers, agents, employees, partners and representatives from liability for damage or claims icor 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. << 1 . Tested Pim. 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 S U u' i{ std rr lz 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 wit=hout 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 Evl. 0 , consist; solely of a site plan review and a architectural review by Commission Review and Approval under Redlands Municipal Code section 18. 1.2. 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 seg. As provided: in Government Code Section 6 86 .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 Barth; in Exhibit B hereto. City, therefore, ;agrees to the following: 10. 1 No Conflictincg nac mere s. Neither the Cit Council of City neer 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, specifi MWA 1-001 City that no moratorium or other limitation (whether relating to the rate, tiring or sequencing of the development or construction of all or any part of the Project and whether or not enacted by initiative or otherwise) affectingsubdivision 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 he 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 gubAgqqent Review. All subsequent review of development of the Project shall be subject to the teras and conditions of this Agreement and the provisions of Government; Code Section 65865.4 and 65866. 11. General_Development of the Project. 11 .1 Pr, olgct. While this Agreement is in effect, Developer shall have a 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 s 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 axed l' axin afteveloaent. the parties acknowledge that although Developer currently anticipates that the Project will be phased and constructed in increments as shown 10 Y 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 gather 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 se 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 raps, building permits, occupancy certificates and Cather entitlements to use at any time, in as expeditious a manner as passible provided that such application is made in accordance with State and local law. _11.3,, fedi A regiment ;can Land flee Reulaticas. The rules, regulations and official policies governing permitted uses of the Property, tate 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 arta act on all applications for further lad 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. 11,1.4 Administrative_Changes an 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 ander 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 ^x 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 sole discretion. Any such administrative changes or amendments shall ;not be deemed to be an amendment to this Agreement under Government Code Section 65868, and unless otherwise required by law, no such administrative amendments shall require prior 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 apses 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 ll.aMello-Roos c m ant.y Facilities District; other Assessment District of FinancincL IL4echahism . Pursuant to Chapter 2 .5 (commencinq with Section 53312) Part I, Division 2, 'Title of the Government Conde of the State of California_, commonly mown as the "Mello-Roos Community Facilities Act of 1982, " 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 bonds 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 1911, the Municipal Improvement Act: of 1913, the Improvement Bond Act of 1915, the Landscaping and Lighting Act of 1972, or any and all other available financing 12 Jt K}f zs�? �h of this Agreement shall automatically be extended for the term o this Agreement l_ oval 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, exceptaspermitted 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 ratters specifically included in Redlands Municipal Code section 1 .12. Ca o D.3 subparagraphs a. through g. (on-site amenities and requirements) and sections 18. 12. 150 and: 18. 12. 160 (architectural review) . 12. ulee Mations and Official 7olie.ies. 12 1 New Pules,. 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. 1n the event that state (including any state regional agencies or districts) or federal lags o 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; U provisions impractical to enforce. 143 �y 4�'s 1Y*L 1-2,,-3 aub—se-qqe_n,,t—A(z.-t-i-gng_and Appr� als. 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 . Amendmeijt _qr CgLncellation of Aq)2-qeqent. 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 . E—nf(Lr-qemeqt. 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. 15. 1 Rgriodic 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. 1-5.2 !jo--od—Faith I-CompliArc e. 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 AefAj��Itby�Devejpper. If City determines on the 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. 162 Defaultj?y Default? C%t . 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 shalle 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 ( o) 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 brim 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 1.£.3. 16. 3 specific Performance Remedv. 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 teams 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. Wherefore, 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 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. In 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. jylaiyerp, and Dela �s. _ � 18.1 Naiv�er. 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. 2 Zhird_2arties. Nonperformance shall not be excused because of a failure of. a third person except as provided in Section 18.3 below. 18.3 force a sure. tei.ther 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 the parties' control. if any such` event shall occur, the term o 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. otices. 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: OCITY: City of Redlands 30 Cajon P.O. Box 3005` Redlands, California 92373 Attn: City Manager` and Community Development Director O 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 neer address. 0. Attorn� Fees.: 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. 1. Trangfera and ssicxnments 21-- 1 i „ t 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 orevelo er shall e liable for the p performance of all obligations of Developer. The Developer° shall notify City in writing of the transfer of such obligations within thirty 3 days of the effective date of the transfer. y t 18 1, 2 Release ppon Transfer,. Upon the sale, transfer o 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 (i ) 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. '+_qip r i n in the E ent,P Lego—:L hallen ;e. In 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 warty 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 retain 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 exerciseby City of its power of eminent domain. 24. Authgrit to Execute. The person or persons execrating 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. protgctjoq of 1jqrt-ggqpHglders. Developer and City agree that this Agreement shall not prevent or limit Developer, in any runner, at Developer's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by r 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 z Flt Si' 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 fallowing 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 madein 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 he 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 (ltd) 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 o 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 ether 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. i 2 . verabity of 'Terms. If any term., provision, covenant or condition of this Agreement shall be determined 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 Amendment to Authorizi_n-qStatute,,, This Agreement has been entered into in reliance upon the provisions of the Development Agreement Lacy 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 Cade Section 65868 as in effect on the Agreement, Date 9. Section adin s. All section headiness and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 0 Incor pration of -Re ls ani Exhibits. Recitals A through L a.nd attached h bi.t "Alf# "B" , and "C" are hereby incorporated herein by this reference as though fully set forth. 31. Rules of Corstruetion 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, lime of __Essence. Time is of the essence regarding each provision of this Agreement in which time is ars element. .31. 3 Coo c ation. 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 . pw q qroration of Conditions from Environmental ental _Review. In accordance with City Municipal Code Section 18'.220.070B, 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 of �5 Cyt '3'u:+ Mitigation Monitoring Plan adopted by City for the project on ,duly 16, 1991. 33. Liability Insur_4,nce. 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 non-contributing 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. 34ecus __Rerf or +e In order t 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 co poration. t Hugh .: J s Its: nior Vice President 22 lzi e. µ Sandra H. Cox Its: Assistant ecretary and Regional Counsel "Developer" CITE' OF REDLANDS, municipal .:corporation 4� ,$ y: t , a riyf� Signed and Certified that a- copy of this document has been delivered to the; Mayor or of the city M F} Approved d a to its form By: ,Best, Best & Krieger B : ity tont 23k 4: STATE OF CALIFORNIA � COUNTY OF � �; � ,�� On this day of IV( U°(,� j 1991, before r�e� �� _ �� r � ntc r a Notary Publ�,c in and for said County and State personally appeared - { { t�t t ' personally known to me or and s ,, � °` f �'c4 � .:proved to me on the basis of satisfactory evidence) to be the Senior Vice President and Assistant Secretary of RAISER FOUNDATION HOSPITALS, a California nonprofit pubic benefit corporation, the corporation that executed the within instrument and acknowledged to ate that said corporation executed. at, -- JEAN ARMSTRONG F�{TARY PIUDLIC -CAU10 NIA Notary Public In and for S id it [C3J ANGELES L 1�14T1 County my comm. expires APR 22, 1994 � and State STATE OF CALIFORNIA } SS. COUNTY OF SAN BERNARDINO ) On this day of f1 E , 1991, before me a Notary Public in and for said County and State, personally appeared t 1 4 personally known to. me (©r proved to ane on the ba is of satisfactory evidence) to be the person who executed this instrument as Mayor of the City of Redlands and acknowledged to methatthe City of Redlands executed it. WITNESS my hand and' official seal. No ary Public in a or said County and S e EXHIBIT A LEGAL DESCRIPTION OE 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 11 2, 3 , 4, 18, 19, AND 20 OF THE ORANGE GROVE HOMESTEAD, IN THE CITY OF RE NDS, 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 30t 5111 EAST 627. 57 FEET To THE BEGINNING OF A NON-TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING 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 5101 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 301 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 28" 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 0910 WEST 909. 18 FEET TO THE TRUE POINT OE E(LLNNING. THE PROPERTY IS FURTHER DEPICTED AS PARCEL 6 ON PAGE 16 OF EXHIBIT "C" HEREOF. EXHIBIT A 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 1. (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 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 hsli.pad. (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 1.25 ft. including mechanical penthouse.. (i) Additional Administrative office Building Size. Approximately 6€1, 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. ( Parking Structure and Surface Parking. 5, 800 spaces (cumulative) . Estimated tunes for commencement and Completion n of Construction in Phase 3 are dependant on membership growth. Total size for all phases: 1,321,000 groes square feet. I. Eloor '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 . 6 FAR permitted. 125. rotectiora o l otzr Iain 4 ista A. City has reviewed the building elevationsattached hereto and considered the extent of impairment of the mountain vista as viewed from the. 1-10 freeway caused by the Project and the restriction in the Concept Plan regarding this subject. Due to the City's ability to i Exhibit B, Rage 2 of 6 3 �se 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. ". Setback Requirements A. The Concept Plan in Section .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 "B" Street and Almond Street and the ;portion of I'D" Street between "BOI and Almond streets and that the maximum setback along bug nia 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 k s 4 rr a- ,u .... _...._a.. w RM k , 777 !1004* '''°,k .7Ogra•, ` q�w.�fia y R, F � ALMOND AVENUE 1 PARKING PARKING STRUCTUREC ry TIJRE Ln ar 0 �. - E. c3§ SEWCE.. 3¢3¢3¢ t Owl "t HOSPITAL AD IN. Lu W1 F i LU IA AVENUE R yrs.^ WD Lo f3Olt ` .F u •*r. _ --� t `VTHT, HSL V KAISER REDLANDS MEDICAL. CENTER moll REDLANDS CALIPORNIAMMC GROUP PUBLIC INFRASTRUCTURE CONDITIONS A hWl BAR NCEN"' OW r4 Uj Uj ✓ ) CS., V1 Ujro I— 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 ) Construct standard curb and gutter 40 feet easterly of street centerline_. ) Construct standard street section between new curb and street centerline,. X ) Use traffic index of 9.0. X 5) Install water mains as required by the Public Works Department. X 5) Install master storm drain between Victoria Avenue and San Bernardino Avenue as required, by the Public Warks Department . X X B. MOUNTAIN VIES A : NN - Victoria Avenue to South property line. 1;) Dedicate 10. 75 feet to provide for a 5 foot half street easterly of street centerline, X (EXHIBIT "C") (Page 1 of "1 /Rett -002/ rt8X11.00 t' 5'i < ul V) V) CL ICL CL + . ce ul / # ! „.t #-- Cec O:f a r CO W Construct standard curb and gutter 40 ;deet easterly of street centerline. Construct standard street section between new curb and street centerline. 4 Use traffic index of 9.0. S Install water mains as required by the Public Warks Department. 6 Install Master storm drain between Victoria Avenue and San Bernardino Avenue as required by the Public tars Department. X C. LU ON A AVENUE WEST OF B STREET TQ SOUTHERLY TERMINUS OF STREET E 1 Between B Street and Bryn Mawr, dedicate to provide for a 52 foot half street northerly ,of street ceaterlie--. X Between B Street and Bryn Mawr, construct standard curb and gutter 40 feet northerly of street centerline. X S ; Between Bryn Mawr Street and Victoria Avenue, dedicate t provide for a 104 foot street. X 4 y. EXHIBIT "C" (Page Z of 1 2/RJ6091 —002/Chr~t. "I1a003 r s C cst t*}CL F--= Ea3 WLn 01 Q aJl )0. d to ra Fes- tD t! OW Between Bryn Mawr Street and Victoria Avenue, construct standard curb and gutter of 40 feet each side of centerline. Between Victoria Avenue and Research Street, dedicate to - provide for a 66 foot street. X 6 Between Victoria Avenue and Research Street, construct standard curia and cutter 26 feet each side of street centerline. X 7 Between Research Street and east side of Southern California Edison n easement, dedicate to provide for a 33 foot half street. X S) Between Research Street and east side of Southern California Edison easement, construct standard curb and gutter 26 1 /2 deet northerly of street centerline. 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.. �F EXHIBIT "C") Bade 3 of 16 /R/ 1 -CM 2/Chr X1 S.003 s # P LU 'maLn yy^'' givJ Uj ul y,.sOd em.. L{j 9O �. a. LL- 0r � rM Ce 2r Uj V) lLn 401 $$Ld >' 10) Between east side of Southern California Edison easement and west boundary of parcel 10 of the Concept Flan, 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 1 ) install, Aster storm drain a required by the Public Worts Department X X D. LLLGQNIA AVENUE EAST CSE B STREET 1 ) Dedicate to provide for a 52 foot halfstreet northerly o street centerline. 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 1 ) 2% x' 1 3-4 /Chrrt8X11,003 F, par, 4A. yyyy yy p�ryry gv,.,.,. Uj Lei CD Ce U.J �® C. pp .4�vu I yr.pW+ py "4a D WLJ LT Install master storm drain as required by the Public Works Department. E. YICTORIA AVENUE FROM EASE' SIDE F SOUTHEBN CALIFORNIA Etj1_SON EASEMENT 10 ITS_INTERSECTION 1 Dedicate to provide for a 104 foot street between Bryn Mawr Avenue and West side of Southern California, Edison easement. Construct standard curb and cutter 40 feet each side of sheet centerline. Construct standard street section between new curbs. X 4) Use traffic index of 9 . 0. ) Install master storm drains as required by the Public Works Department. X X F. VICTORIA AVENUE EAST OF MOUNTAIN VIEW TO EASE' SIDE Off" SOUTUERN CALIFORNIA EDISON EASEMENT 1 ) Dedicate to provide for a 104 foot street between West ;gide of Southern California Edison easement and Mountain View. X1 X (EXHIBIT "C" (Page 5 of 1 2R/ 1 3- r t 1.a0 Mfr r C�- W Uj i 2) Construct standard curb and gutter 40 feet each side of street centerline.— X X ) Construct, standard street section between new curbs. 4) Use traffic index of 9.0. ) Install master storm drain as; required; by the Public Works Department. X X X G. SAN B RNARDI O ,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 ) Construct standard street section between new curb and street centerline. X 4) Use traffic index of 9.0. X ) Install water mains as required by the Public Works Department . X ) Install serer Mains as required by the Public Works Department. X (EXHIBIT "C") ( 'age 6 of 1 ) /R/ 1 -002/Chrt 11.003 �- +-j LIJ LLJ LAJyr LL Ce LLI r x 04 Ce W �- LAJ cnva 7) Install master storm drain as required by the Public Warks Department x H. A I OR IA TREET __ ALM D &VEILUE 10 SAN_ 4 R. RT�IN AVENUE 17 Dedicate 23.75 feet to provide for 65 foot half street, westerly f streetcenterline. Construct standard curb and gutter 59 feet westerly of street centerline including a raised median; island X Construct standard street section between new curb and street centerline. 4Provide one laze of traffic northbound and one lane of traffic southbound. 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 (EXHIBIT "C" (Page z of 1 , 2/R/ t 3—t 2/ hr 8X11.003 r CL ► M F-- E- cam. rL Ce W e e , F-_ ca us cxa axe F- LU v V) a L ) If Barton has not, performed ) and ) above as of the date Kaiser commences Phase 2, then Kaiser shall perform ) and 6) as a condition to Kaiser Phase 2 . T. CALIFORNIA S'T'REET - ALMOND AYENUE TO LU(gQ IA AVENUE 1 ) Dedicate 23.75 feet to provide for 65 foot half street westerly f street centerline. 2) Construct standard curb and gutter 59 feet westerly of street centerline including a raised median island and 10 feet easterly of street centerline. 3) Construct standard street section between new curb and street centerline. 4) provide one lane of traffic northbound and eine .lane of traffic southbound. x ) Obtain richt- -way as necessary to provide two lanes of traffic northbound and two lanes of traffic southbound. (EXHIBIT "C") (Page 8 of 15) /R/ 91 —x 2/ hrt6 11.003 � EAJ rj CV) U- 1 $ r -j c LAj ) Construct standard street section to provide two lanes of traffic northbound and two _lanes of traffic southbound. X J. CALIFORNIA STREET -LUGO SLA AVENUE , EA TBOUR1=1 Q RAMP 1 ) Restripe to provide one lane o traffic northbound and one lane of traffic southbound. ) Widen street to provide two lanes of traffic northbound and two lanes of traffic southbound. X X. ;A tIFORI A FEET del ELLA EOU 1 ) Use traffic index of 9.0 X --- X ) Install water main as required by the Public Works Department. X X ) Install sewer rains as required by the Public Works Department. X 4) Restrict all driveways to right- turns only. X X X X L. STREETS A, B, C, D AND A14NLS Avg E 1 ) Dedicate to provide for foot street X t E f (EXHIBIT "C") (Page 9 of 1 ) f 3;1 r* , + t tt t 1 t _3 Ce I-- L ) Construct standard curb and; gutter 32 reef each side o street center' ine. X 3) Construct standard street section between new curbs. X X 4) Use traffic index of 9. 0. X X 5) Install grater mains as required by the Public Works Department. X X 5) Install serer mains as required by the Public Works DepartX 7) Install raster storm drain as required by the Public Works Department., X X M. STREET E, 1 ) Dedicate to provide for 66 foot street. X ) Construct standard curb and gutter 26 feet each, side of street centerline_. X 3) Construct standard street section between neer curbs. ) Use traffic index of 8 .0. X 5) Install water mains as required by the Public Warks Department. X 6) Install sewer tains as required by the Public Works Department. X (EXHIBIT "C") (Page 10' of 1 ) 2/R/BO913-002/Cfir-tSX1 1.003 Y t { f UJ Uj 1 t ' cce 2t c CO N. GENERAL CONSTRUQ71ON 1 ) Construct standard sidewalk along street frontage including handicapped ramps at cur: returns. Xx x X X ) Install sodium vapor ornamental street lights per spacing for Public Warks Engineering Administration standard specifications. x x x x X 3 Install street name sign posts as required. X X X X X 4) install nein-potable water systems for landscape irrigation use as required by the Pubic Works department. Specific requirements will be determined at the time of future development. x X X X X ) Install separate domestic and irrigation services to each lot as required by the Public Works Department. If any lot i further subdivided, additional: domestic and irrigation services shall, be installed to each new lot created.. X X X X (EXHIBIT "C") (Page 11 of 1 2/R/BO913-002/Chrt8X1 1,003 K Yh, €LJ CL elf Ca 04 t— ce 0:1 L11 LAs + u- LJ Uj CO 6) Install Fire Hydrants as required by the City of Redlands Fire Department. x x x x x 7' Install serer laterals to the property line of each lot as required by the Public Works Department, xx x x 8 All active irrigation lines in the street right-of-way shall be replaced with either steel or C-- PSC Pipe. x xx 0. qENERAL CONSTRUCTION FEE E UIEEMgNTS 1 Pay for street name signs and pay for stop signs as required. x x x x x Pay the Watermain Frontage charge on a dollar per foot of frontage basis on Lugdnia Avenue as a condition to the Final Approval. x x x Pay the S wer ain frontage Charge on a dollar per foot of frontage basis as a condition of Final Approval: for Mountain Avenue, Dngonia Avenue, Sari Bernardino Avenue. x x x (EXHIBIT "C") (Page 12 of 18 /R/80913- 02jChrt8X11.0 3 LLJ Ine c3 �- tx Uj .—a 04 CV) —J w-w Wc cD va W Us W Q1 w `' to P. GENERAL BUILDING ONSTRU TI FEE, RR QLP,Lf E T ! Pay the Water Source Acquisition Charge on a dollar per 100 ecu. ft. estimated monthly consumption basis as a condition of approval of an application for a water connection prier to meter .installation. The fees will be reviewed at the time o Building Permit issuance and fees will be based on specific- uses proposed,. X X X X X 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 b reviewed at the time of Building Permit issuance and fees will be based on specific uses proposed. X X X X X ) 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 1 / / 913- 2/ n x11. -4 LIJ W Uj Ce ta CD cz V) W Ewa c � CO, ce Q. INSTALLATION OF TRAFFIC SIGNALS THE PP tjONITOLRI1LG PKQGRkM 1 ) Install traffic signals at California Street and Sart Bernardino Avenue. X. Install traffic signals at California Street/Almond Avenue. X X 3' Install traffic signals at California Street/Lugoni Avenue. x X 4 Install traffic signals at CaliforniaStreet/Westbound I-1 ramps X X X S Install traffic signals at California Street/Eastbound I1 ramps. X X 6 Install traffic signals at Mountain Viers Avenue/Lug nia Avenue. x ); Install traffic signals at Lugonia Avenue/Research Park Drive (West Parcel 4 ) . 8 Install traffic signals at Lugcnia Avenue/Bryn carr. X s y g (EXHIBIT "C" ) {Page 14 of 1 / /80913--0 2/C 11,003 { CL c' `* VI U- t i t Ce 2t cu c Install traffic signals at Lugon .a Avenue/South Parcel 4 egad-. 10) Install traffic signals at- San Bernardino Avenue/Mountain View Avenue. Xx x R. MP TH THE PROVISIONS OF SECTICLN G. 4 OF PROJECT T MITIGATION MON TORIN PROGRAM X X X X x x Map of area is attached hereto as Page 16 (EXHIBIT "C" ) (Page 15 of 6 2///80913-002,/Chrt8 11.00 a I PC IAN EXHISIt k 5 C ' 1 LEGEND B C NDS � .nrwu6 rucw+rte+ �d�: 517s gy,..l _ q;. ♦ifs rrat ee _ M,r y, - TON.. ;. LLJ ,my I. 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 to a Benefit Zone Study prepared pursuant to Section C 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 years. . Developer is responsible for those, infrastructure items where there is an "V in the columns designated with,Developer's name and no "X" 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 CC of the Project's Mitigation Monitoring Program. Where thea; are 2 or more "' '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. . Where 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 east 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. . 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 sage as per paragraph 4 above. x Motes to Exhibit "C" (Page 17 of 1 4y asS 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. & Of 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. use 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 charge,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. D._ADDITIONAL —0 MITI 1' 1. Kaiser (Le., 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 due 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 Plan in Notes to Exhibit "C' (Page 18 of 21) 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 he 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 rights 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) quantities to discharge its obligations hereunder, the City sell 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 specified 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 water service rules and regulations for domestic and nony-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 Water 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 cost incurred b the City in the operation and maintenance of the Existing Wells or only the second well if the raiser Well is abandoned (the "production Cost") The Production Cast shall be determined annually on a fiscal year basis i.e. July l - June 0) and City shall, upon request of Developer, provide Developer with its maculations 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 Coast plus one thirtieth (1/30th) of the City's Capital Recovery Cost (which terra 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 b 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 oversiing 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 r=ate for the water provided hereunder to Developer shad 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 th=en existing City water service rules and regulations. } } . Developer is entering into this:Agreement with the expectation that it will successfully f Notes to Exhibit "`C" (Page 20 of 21) �f 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) s REIMBURSEMENT AGREEMENT FOR CONSTRUCTION TION OF PUBLIC IMPROVEMENTS This agreement ("Agreement") is made this day of 1991 by and between the City of Redlands, 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 owed approximately - acres of real property located within the City (the "Developer's ropertyf) , more particularly described on Exhibit "An attached hereto and incorporated herein by reference. B. City has adopted the Redlands Municipal code (the "Cade") 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 cents are identified in Exhibit "CO o ISA, including the Mitigation Monitoring Program incorporated therein. It is anticipated that the Improvements will b (EXHIBIT "C-1" ) zt1an l x �z �F �k 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 "HB Z 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 BB Z Study and will be made fro 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. p g�sj_qg an4__Q_qnstrKc ion ot_Imprc vements. 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 "C-10) 2/R/8362/04R/ReiP,burs.AqM 2 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. _$purce 4_nd Me _Reimbursqm.e_nt. 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 FB Z 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 Fundsn) . 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 FB Z 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 HBZ Study. (EXHIBIT "C-10) Z/R/8362/04R/ReiffburS.A9M 3 3. it 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 —V. The first reimbursement shall occur no later than 6 months following City' s formal acceptance of the Improvements, C. Term of Reimburggment Obl 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 costs, arising out of or in connection with Developer's construction of the Improvements. (EXHIBIT "C-10) 2/k/8362/04 R/Rt,imWrs.Agm 4 City shall have the right at all times to inspect the construction of the Improvements to measure compliance Frith City plans and specifications. F. indemnift 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. ausinessALl Automobile g& ance _�lity jngUj ,- 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. jigr g_ Tnsurance. 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. the gqnceRe. -_M(Znts. Develaper shall: Wire 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 IT-I") 2/RI8362/04R/Reirburs.A9m 6 this Section and provide that such insurance shall- not be canceled, allowed to expire or be materially reduced in coverage pt on forty-five (45) days' prier 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 o certificates, policies and endorsements for any insurance required herein expiring prier to completion and acceptance of the Improvements. ents. 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. C encer e t c onstruct�i� and. Ins ectjon,. 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-111) 2/R/B362/04R Reis r .R m employees, contractors and agents to comply with all instructions given by City during construction of the Improvements. All fees and costs fear 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. CgDpBance with _App1iqqble Lijwg. 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. Ere Developer is aware of the requirements of California Labor Code Sections 1770 g_t g9q. , 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 contractors) 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/8362/04R/9eimburs.A9m 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. �Con_tr4cfor Licgnsgg. 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. Accepta , —qg-eLgf Wo . 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. -L—i a b i I for Work Prior to Formal Acct _nce. Until the City Council has formally accepted the Improvements, Developer shall be solely responsible for all damage to the work caused by orfl (EXHIBIT "C-1") 2/R/9362/04R/ReiMbUr-..A9M 9 wa� 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 its ts contractor's or subcontractor' s negligence, except damage or injury due to the negligence of City, its agents or employees. M. 9tiara ntee. 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. Decor d-Dr4Hinqs. 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. Q–wn �p the he I r(Zpgve nts. From and after acceptance gfMp_ _ of the Improvements by formal action of the City Council, ownership of the Improvements shall be vested exclusively in City. P. App–rc-Lval--cat-Lm V—roy-e—ment Cots. 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 amBunt attributable to interest at the Bank of America' s Reference Rate, incurred by Developer to design, construct and install the (EXHIBIT "C-I") 2/R/83621G4R/Reiwburs.A9m 10 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 it with bills evidencing costs incurred. Developer also agrees to provide City with any additional 'Information as to any its she 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. Notic Any notices required or desired to be sent pursuant to this Agreement shall be addressed as follows: city P-9-Y�0 er 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. ) vq (EXHIBIT "C-1") 2/R/8362/04R/Reiaburs.A9m C p R. Am nd en ,. 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 t enforce or interpret any term or condition of this Agreement, in addition to costs and any ether relief, the prevailing party shall. be entitled to reasonable attorney's fees. T. Entire, Are ment. This Agreement contains the entire agreement of the parties hereto with respect to the matters contained herein. U. &agi `amen . 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 B. Barton AT'rES Its. President The Glorious Redland Investment _ Partnership, a California City Cleric limited partnership Cheng Hui Hou Its: General Partner (EXHIBIT "C-1") 12 �� OR 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/8362/84R/Reiffburs.Agm 13 EXHIBIT "A" "Developer' s Property" (attach legal description) µ (EXHIBIT "A") (Page 1 of 1) 2/R/8362/04R/Refmburs.Agm �r