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HomeMy WebLinkAbout2007-09-25 - AGENDA REPORTS - HMNMH MP PROJ (2)PUBLIC HEARING DATE: SUBJECT: DEPARTMENT: Agenda Item: CITY OF SANTA CLARITA AGENDA REPORT City Manager Approval: Item to be presented by: September 25, 2007 HENRY MAYO NEWHALL MEMORIAL HOSPITAL MASTER PLAN PROJECT Community Development RECOMMENDED ACTION City Council receive staff and applicant presentations and public testimony, provide feedback on the revised Henry Mayo Newhall Memorial Hospital Master Plan Development Agreement, and continue the public hearing to the January 8, 2008, City Council meeting. BACKGROUND At the August 28, 2007, City Council meeting, a revised master plan for the HMNMH campus expansion project was presented to the City Council. The focus of the August 28th meeting was regarding the proposed HMNMH Master Plan and Conditional Use Permit and the associated land use policy issues. Tonight's meeting focuses on the community benefits associated with the proposed HMNMH Master Plan and, specifically, a discussion of the proposed Development Agreement. A summary of the Development Agreement revisions and terms that provide certainty and assurances for specific community benefits is provided below. Please note that a number of the Development Agreement exhibits are pending per the analysis to be conducted as part of the Revised Draft EIR. Development Agreement In response to City Council direction, the proposed Development Agreement has been revised to provide clear benefits to the community and to ensure that the delivery of health care services is tied to each component of the project. The term of the Development Agreement has been reduced from 20 years to 15 years and is consistent with the term of the HMNMH Master Plan. The major components of the Development Agreement are detailed below. Continued To: J a" g, awg 1. Sequencing of Improvements / Guarantee on Medical Services a. Sequencing of Buildings (Section 4.7.1) • The issuance of a Certificate of Occupancy for Medical Office Building 1 requires the following: (1) Installation of certain traffic mitigation improvements; (2) Issuance of a Certificate of Occupancy for Parking Structure 1; and (3) Completion of all applicable conditions of approval for MOB 1 and PS 1 and CEQA-required mitigations associated with MOB I and PS 1. • The issuance of a Certificate of Occupancy for Medical Office Building 2 requires the following: (1) Certificates of Occupancy for Medical Office Building 1 and Parking Structure 1; (2) Relocation of certain hospital functions to Medical Office Building 1 to occupy 40,000 rentable square feet as part of the initial occupancy/leasing of Medical Office Building 1; (3) Either 20 percent of Medical Office Building 2 leased to Centers of Excellence or other hospital -related uses OR a) building permit issued for Inpatient Building A, b) proof that a construction contract has been entered into for the construction of Inpatient Building A, and c) commencement of construction on Inpatient Building A; (4) Provision of City -required on-site parking, including that required for Medical Office Building 2; and (5) Completion of all applicable conditions of approval for Medical Office Building 2 and CEQA-required mitigations associated with the construction of Medical Office Building 2 and any related parking structures. • The issuance of a Building Permit for Medical Office Building 3 requires the following: (1) Certificates of Occupancy for Medical Office Building I and Parking Structure 1; '(2) Relocation of certain hospital functions to Medical Office Building 1 to occupy 40,000 rentable square feet as part of the initial occupancy/leasing of Medical Office Building 1; (3) Issuance of building permit for Inpatient Building A, proof that a construction contract has been entered into for the construction of Inpatient Building A, and commencement of construction on Inpatient Building A; (4) Provision of City -required parking, including issuance of a building permit for Parking Structure 3; (5) Prior to issuance of a Certificate of Occupancy for Medical Office Building 3, a Certificate of Occupancy for Parking Structure 3 is required; and (6) Prior to issuance of a Certificate of Occupancy for Medical Office Building 3, completion of all applicable conditions of approval for Medical Office Building 3 and CEQA-required mitigations for Medical Office Building 3 and related parking structures is required. • The issuance of a Certificate of Occupancy for Inpatient Building A requires the following: (1) Certificates of Occupancy for Medical Office Building 1 and Parking Structure 1; (2) Provision of City -required parking; and (3) Completion of all applicable conditions of approval for Inpatient Building A and CEQA-required mitigations for Inpatient Building A and related parking structures is required. b. Restrictions on Use (Section 5.1-5.6) • 40,000 square feet of Medical Office Building 1 must contain relocated HMNMH hospital -related uses in initial lease of Medical Office Building 1; • All G&L property buildings must be leased for medical uses. Doctors must have privileges to admit and treat patients at HMNMH; • HMNMH has right of first offer to lease or purchase any space in the existing and future medical buildings on G&L property; and • HMNMH property and buildings are limited to hospital -related uses (except Medical Office Building 1). c. Expanded Services (Section 5.8 & Section 5.9) • 50% increase in intensive care beds in an improved critical care center within two years following issuance of a Certificate of Occupancy for Inpatient Building A • Neonatal intensive care services within two years following issuance of a Certificate of Occupancy for Inpatient Building A • Women's services unit, to include private labor and delivery suites, dedicated operating rooms, and private rooms within two years following issuance of a Certificate of Occupancy for Inpatient Building A • Minimum 50% increase in inpatient operating room capacity upon Certificate of Occupancy for Inpatient Building A • Additional post coronary care private rooms within two years following a Certificate of Occupancy for Inpatient Building A • Expanded post surgical care services with additional private rooms within two years following issuance of a Certificate of Occupancy for Inpatient Building A • Replacement and expansion of campus education facilities within one year of the issuance of a Certificate of Occupancy for Medical Office Building 1 • Transitional Care Unit (TCU): HMNMH to continue to participate in City's TCU Task Force and contribute $250,000 to the City for the feasibility, siting and construction of a facility or other senior health care needs. The sum of $50,000 shall be paid upon the effective date of the Development Agreement, followed by annual installments of $50,000 on the anniversary date of the effective date. 2. Additional Requirements/ Restrictions a. Eminent Domain (Section 7.4) • The use of eminent domain by the City of Santa Clarita for HMNMH Master Plan traffic improvements is precluded through the Development Agreement. • The applicant agrees to irrevocably dedicate additional right-of-way along the project frontage needed to realign and expand McBean Parkway. b. On -Campus Parking (Section 5.7 &Section 6) • A requirement that City Council review and approval be required for any HMNMH campus parking fee and/or gating of on -campus parking, excluding the existing gated areas. • All parking on the HMNMH campus shall be available for all users on campus, regardless of property ownership. c. Compliance Review (Section 4.5) • Prior to the issuance of building permits for MOB 2 / PS 2 and MOB 3 / PS 3, the Director of Community Development shall conduct a compliance review of the HMNMH Development Agreement to ensure that all conditions and mitigations are being met, including architectural consistency between future buildings and that approved by the City Council for Medical Office Building 1 and Parking Structure 1. The findings of the compliance review will be reported to the City Council for its consideration. Should any compliance issues be identified, the building permits shall not be issued until the Developer cures or corrects the items of non-compliance. 3. New Provision • The City's Community Development Director and Public Works Director shall have the authority to approve haul routes for the exportation of dirt off the HMNMH campus. (Section 4.8) ' CEQA Process /Public Hearing Schedule Per the City Council's direction, the Revised Draft EIR currently being prepared will be circulated for a 45 -day review period for agency and public review and comment. All environmental comments received during the 45 -day review period will be responded to and both the comments and the response to comments will be included in the Draft Final EIR. The 45 -day review period for the Revised Draft EIR is tentatively scheduled to begin during the week of October 15, 2007. The next City Council public hearing regarding the proposed Henry Mayo Newhall Memorial Hospital Master Plan Project will be held on January 8, 2008. HMNMH Campus Parking In a memorandum dated September 14, 2007, the Council received information regarding the 34 -year timeline of prior Los Angeles County and City of Santa Clarita approvals related to the HMNMH campus with a focus on the parking requirements and the parking ratios applied at the time of approval. In addition, this memorandum indicates that, in response to Council concerns regarding existing parking issues at the HMNMH campus, Planning staff is working with the project applicant to identify additional on-site surface parking opportunities throughout the campus. From the information received to date from the project applicant, it is expected that an additional +/-90 surface parking spaces can be located along the ring road and within existing surface parking lots. This information will be incorporated into the project description for the HMNMH Master Plan and analyzed in the Revised Draft EIR. ALTERNATIVE ACTIONS 1. Direct staff to prepare documentation to deny the request for the revised HMNMH Master Plan and uphold the Planning Commission's denial of the proposed Development Agreement. 2. Request modifications to the HMNMH Master Plan proposal. 3. Any other action as determined by the City Council. FISCAL IMPACT No direct fiscal impacts, either positive or negative, to the City's General Fund are anticipated at this time. However, the proposal is anticipated to generate 385 new permanent jobs in the City of Santa Clarita. ATTACHMENTS HMNMH Master Plan Draft Development Agreement - September 13, 2007 NOTICE OF CONTINUED PUBLIC HEARING CITY OF SANTA CLARITA CITY COUNCIL NOTICE IS. HEREBY GIVEN that the City Council of the City of Santa Clarita, at its regular meeting held August 28, 2007, continued a public hearing on ITEM 18 Henry Mayo Newhall Memorial Hospital and G&L Realty 23845 through 23929 McBean Parkway within the community of Valencia in the City of Santa Clarita MASTER CASE NUMBER MC 04-325 Master Plan/Conditional Use Permit 04-022 Development Agreement 06-001 A Master Plan and Conditional Use Permit are requested for the approval of a series of improvements on the HMNMH campus. The applicant, Henry Mayo Newhall Memorial Hospital and G&L Realty, propose a master plan to guide future development of the campus facilities. Approval of Master Plan 04-022 would allow the construction of the following facilities: one six -level inpatient building (five levels above ground); three three- story medical office buildings; four multi-level parking structures; reconfiguration of existing hospital space for 20 intensive care unit beds; the demolition of the 8,000 square -foot Foundation building; construction of a central plant facility and two helipads; and the removal of surface parking. A Conditional Use Permit is requested to allow specific buildings and parking structures to exceed 35 feet in height. A Development Agreement is also requested by the applicant. To September 25, 2007. The continued public hearing will be held at or after 6:00 p.m. in the Council Chamber. at 23920 Valencia Blvd., Santa Clarita, California. Dated this 29th day of August, 2007. --A-� R D -- SHARON L. DAWSON, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS. AFFIDAVIT OF POSTING CITY OF SANTA CLARI TA ) SHARON L. DAWSON, being fust duly sworn; deposes and says that she is the duly appointed and qualified City Clerk of the City of Santa Clarita and that on August 29, 2007, she caused the above notice to be posted at the door of the Council Chamber located at 23920 Valencia Blvd., Santa Clarita, California. SHARON L. DAWSON, CITY CLERK Santa Clarita, California PubHrg/contph.doc (-1=9 V 1/1 A C"y NOTICE OF CONTINUED PUBLIC HEARING CITY OF SANTA CLARITA CITY COUNCIL NOTICE IS HEREBY GIVEN that the City Council of the City of Santa Clarita, at its regular meeting held September 25, 2007, continued a public hearing on ITEM 10 Henry Mayo Newhall Memorial Hospital and G &L Realty 23845 through 23929 McBean Parkway within the community of Valencia in the City of Santa Clarita MASTER CASE NUMBER MC 04-325 Master Plan/Conditional Use Permit 04-022 Development Agreement 06-001 A Master Plan and Conditional Use Permit are requested for the approval of a series of improvements on the HMNMH campus. The applicant, Henry Mayo Newhall Memorial Hospital and G &L Realty, propose a master plan to guide future development of the campus facilities. Approval of Master Plan 04-022 would allow the construction of the following facilities: one six -level inpatient building (five levels above ground); three three- story medical office buildings; four multi-level parking structures; reconfiguration of existing hospital space for 20 intensive care unit beds; the demolition of the 8,000 square -foot Foundation building; construction of a central plant facility and two helipads; and the removal of surface parking. A Conditional Use Permit is requested to allow specific buildings and parking structures to exceed 35 feet in height. A Development Agreement is also requested by the applicant. To January 8, 2008. The continued public hearing will be held at or after 6:00 p.m. in the Council Chamber at 23920 Valencia Blvd., Santa Clarita, California. Dated this 26th day of September, 2007. STATE OF CALIFORNIA COUNTY OF LOS ANGELES CITY OF SANTA CLARITA S14�� ,2 AZ� A4XHARON L. DAWS N, CITY CLERK SS. AFFIDAVIT OF POSTING SHARON L. DAWSON, being first duly sworn, deposes and says that she is the duly appointed and qualified City Clerk of the City of Santa Clarita and that on September 26, 2007, she caused the above notice to be posted at the door of the Council Chamber located at 23920 Valencia Blvd., Santa Clarita, California. /MHARON L. DAWSO , CITY CLERK oSanta Clarita, California PubHrg/contph.doc RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: CITY OF SANTA CLARITA 23920 Valencia Boulevard Suite 300 Santa Clarita, CA 91355 Attn: City Clerk EXEMPT FROM RECORDER'S FEES Pursuant to Government Code § 6103 ONLY SPACE A60VE TH15 LINE FOR RECORDER'S USE L G&L VALENCIA, LLC a California limited liability company THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE §65868.84 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is made this day of , 2008, by and between the CITY OF SANTA CLARITA, a municipal corporation, organized and existing under the general laws of the State of California (the "City") and HENRY MAYO NEWHALL MEMORIAL HOSPITAL, a California non-profit public benefit corporation ("HMNMH") and G&L VALENCIA, LLC, a California limited liability company ("G&L"). HMNMH and G&L are hereinafter sometimes collectively referred to as the "Developer". City and Developer are hereinafter sometimes collectively referred to as the "Parties" and each may be referred to as a "Party". RECITALS A. Pursuant to Section 65864 through 65869.5 of the California Government Code (the "Government Code") and Section 17.03.010 of the Santa Clarita Municipal ;Code (the "Santa Clarita Code"), the City is authorized, to enter into binding development agreements with persons having legal or equitable interest in real'property?for`the development of such real property. rc„ B. The Hospital is the owner of cel Clarita, County of Los Angeles, State of Califon this Agreement and is diagramed on Exhibit : C" G&L is the owner of certain real property,''jm located in the City of Santa Clarta, County of] described in Exhibit "B" to the Agreement and i! (the "G&L Property".)., The 'HMNMH Pro collectively referred to , as the "Campus P approximately.30.38 acres. real property located in the City of Santa that is legally described in Exhibit "A" to is ,Agreement (the "HMNMH Property"). tately.'a'djanent to the HMNMH Property, kngeles,-State of California, that is legally wammed on Exhibit "C" to this Agreement and the G&L Property are sometimes rty". The Campus Property contains As of the Effective slate (as hereinafter defined) of this Agreement: (1) NMH is a 230 -bed, full-service community hospital that provides M support services on 30.39 acres of land. A number of medical sings, both on- and off-site, provide support to the hospital facility. there are six existing medical office buildings, along with the building. Specifically, the existing 332,992 square foot HMNMH medical campus is comprised of the following facilities: (a) The main hospital facility comprises approximately half of the on- site buildings with 146,000 square feet. There are 121 beds currently in this facility along with the Emergency Department. September 13, 2007 DEVELOPMENT AGREEMENT Pagel of 27 (b) The Nursing Pavilion totals 63,800 square feet with a maximum capacity of 109 beds. (c) The Central Plant and basement facility comprise 16,989 square feet and include the mechanical operations of the hospital in these two structures. (d) There are six medical office buildings on the western portion of the campus. These office buildings comprise 89,081 square feet of floor area. (e) The Hospital Foundation currently occupies 8,000 square feet of modular office space on the far western portion of the site. (f) A 9,122 square -foot hospital bridge which links the main hospital building to the Nursing Pavilion. (2) Current Construction. Certain improvements are currently 'berg constructed (collectively, the "Current Construction"),. including: (a) the relocation of a facilities building;; and (b) a remodel of the emergency generator building. The Current Improvements and the' Current Construction, are hereinafter sometimes collectively referred to as the "Existing Improvements", ` The Existing Improvements are depicted on the site plan that is attached as Exhibit "D" to this Agreement. D. The following applications (collectively, the "Project Applications") have been filed by Developer with the City' for. the proposed development on the Campus Property of approximately 327,363 net newsquare feet of additional inpatient, outpatient, medical office and associated' =medical facilities and t Anew central plant building, as well as the provision of adequate parking facilities .(the "Pr6l1czt11)'in order to provide enhanced inpatient and outpatient treatment capacity: An Application for a Master Plan and Conditional Use Permit ("Master Plan and CUP") pursuant to Santa Clarita Municipal Code Section (2) An application for a Development Agreement, pursuant to Santa Clarita Code Section 17.03.010. Developer has paid all necessary costs and fees associated with the filing and the City's processing of the Project Applications. E. The locations of the new buildings (sometimes collectively, the "Project Buildings") and the parking structures (sometimes, collectively, the "Parking Structures") of September 13, 2007 DEVELOPMENT AGREEMENT Page 2 of 27 the Project are depicted on the site plan that is attached as Exhibit "E" to this Agreement (the "Site Plan"). The Project Buildings and the Parking Structures are hereinafter sometimes collectively referred to as the "Project Improvements". The Project Buildings consist of a new central plant building, three medical buildings labeled as "MOB1", "MOB2" and "MOBS" on the Site Plan, and an inpatient hospital building labeled as "Inpatient Building" on the Site Plan. The Parking Structures consist of four structures labeled as "PSI", "PS21, "PS3", and "PS4" on the Site Plan. The "Medical Buildings" consist of the three medical buildings labeled as "MOB]", "MOB2" and "MOBS" on the Site Plan. F. The Project is more fully described in the Final Master Plan Program Environmental Impact Report, dated _ prepared by RBF Consulting pursuant to the requirements,3 Quality Act (Public Resources Code Section 21000 et sec - ai California Code of Regulations Section 15000, It M. (col)ectiv G. Based upon representations of the =,D three new Medical Buildings contemplated as Proje provide expanded and additional medical services Property. Henry Mayo Memorial Hospital 200_ (the "EIR") 3f the California Environmental id the `Guidelines thereunder (14 ely, "CEQA"). the new Inpatient, Building and aernents will allow HMNMH to gently provided on the Campus H. The Planning Commission :and the City Council'' of the City have given notice of their intention to consider the Project Applications, have conducted- public hearings thereon pursuant to the Government Code and the Santa Claiia Cade, and have found that the Project Approvals and the Project are (i) consistent. with'', the General Plan, adopted plans, codes, ordinances and policies of the'City, (ii) consistent with all ether ordinances, resolutions, rules, regulations, laws, plans and policies applicable to the Campus Project, (iii) consistent with provisions of Government Code Section 66473.7, and (iv) in the best interest of the health, safety and general welfare of the City, its residents, and the general public. I. On February 6;12007, at a public meeting and after considering all appropriate documentation and circumstances, the Planning Commission of the City adopted resolutions recommending that the City Council: (a) certify the EIR for the Project; (b) approve the Master Plan" and ,CUP; and (c) adopt, a Statement of Overriding Considerations pursuant to Section 21081(a)(3yof,gEQA with respect to Aesthetic, Light and Glare, Traffic and Circulation, Solid Waste and Afi,iQuality. At that same meeting, the Planning Commission voted to reject an applied for Development Agreement, which denial was subsequently appealed by the Developer to the City Council ' J. On 2008, at a public meeting and after considering all appropriate documentation and circumstances, and making all required findings, the City Council of the City adopted the following measures (collectively, the "Project Approvals"): (1) Resolution No. , certifying the EIR for the Project and adopting a Statement of Overriding Considerations pursuant to Section 21081(a)(3) of CEQA with respect to ; September 13, 2007 DEVELOPMENT AGREEMENT Page 3 of 27 (2) Resolution No. , approving the Master Plan and CUP; and (3) Ordinance No. adopting this Agreement (as modified subsequent to denial by the Planning Commission, consistent with Santa Clarita Municipal Code section 17.03.01 OF) for the Project. K. The Hospital is a 230 bed full-service community hospital. It is the only hospital in the Santa Clarita Valley and serves a population of more than 235,000 people plus a 680 square mile trauma service area. The Hospital currently operates the only 24-hour Emergency Department and trauma service in the Santa Clarita Valley. L. The City Council has determined that a development agreement is appropriate for the proposed development of the Campus Property. This ,Agreement shall: (1) eliminate uncertainty in planning for, and securing orderly development of, `the Project; (2) assure installation of necessary on-site and off-site improvements; (3) provide for public infrastructure and services appropriate to development of the Project; (4) allow the development of new, needed medical services in cardiac care, neonatal and,, high risk pregnancy care, intensive care and surgical care; (5) create new long term employment opportunities in high paying healthcare jobs to add to the 1,200 people currently employed by bIMNMH, creating a positive economic benefit to the community; (6) improve. the community's „readiness for disaster by adding capability for support of other first responder agencies and'"dedicating additional permanent physical assets for emergency services; and (7) otherwise achieve the goals and purposes for which Government Code Sections 65864 et_ sea., and Section 17.03.010 of the Santa Clarita Municipal Code were enacted. M. The City Council°, in its adoption,of Ordinance No., has made all of the findings with,respect to this,Agreement that are,required under Section 17.03.010E of the Santa Clarita Municipal Code. N©W, THEREFORE, with reference to the above Recitals, and in consideration of the mutual covenants and agreements contained in this Agreement, the City and the Developer agree as follows: _ AGREEMENT 1. Interest of Developer- HMNMH represents to the City that, as of the Effective Date of this Agreement, HMNMH owns the HMNMH Property in fee, subject only to encumbrances, easements, covenants, conditions, restrictions, and other matters of record. G&L represents to the City that, as of the Effective Date of this Agreement, G&L owns the G&L Property in fee, subject only to encumbrances, easements, covenants, conditions, restrictions, and other matters of record. 2. Binding Effect. All the terms and conditions of this Agreement shall bind and run with the Campus Property and shall be binding upon and inure to the benefit of the Parties and their respective assigns and other successors in interest. Nothing in this Agreement is a September 13, 2007 DEVELOPMENT AGREEMENT Page 4 of 27 dedication or transfer of any right or interest in, or creating a lien upon, the Campus Property. 3. Negation of Agency. The development of the Project is a private and not a public sector development nor is it receiving public funding, neither party is acting as the agent of the other in any respect hereunder, and each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between the City and the Developer is that of a government entity regulating the development of private property by the owner of such property. 4. Development of the Project. 4.1 Applicable Rules. Except for such, changes as may in the future be mutually agreed upon between the City and Developer,' Developer Shall have the right to develop the Project during the Term (as hereinafter, defined) of this Agreement in accordance with the following (collectively, the "Applicable ,Rules"): (a) the terms and conditions of the Project Approvals; (b) the terms and conditions 'of this Agreement; (c) the Santa Clarita Code and all rules, regulations and official policies of the"City governing development, subdivision and zoning (sometimes, collectively, the "City Requirements"), that are in effect as of 2008, the date on which. this Agreement was adopted by the City Council (the "Effective Date"). The City Requirements. include requirements governing building height, maximum floor area, permitted .and conditionally permitted uses; floor area ratios, maximum lot coverage, building setbacks and stepbacks, landscaping, exactions and dedications, growth management, and design criteria. In the event Qf'any conflict`"between the provisions in this Agreement, the Project Approvals and the Citi acquirements, such conflict shall be resolved in the following order of priority: ti)' first, this Agreement; (ii) then, the Project Approvals; and (iii) finally, the City Requirements. Notwithstanding the foregoing, Applicable Rules shall include building code provisions iii effect -at the time of construction and subdivision map act provisions in effect at the time of any Imapapplication submittal. The rules of the City as of the Effective Date shall be'Osublect,Ao the' reasonable interpretation of the City's Director of Community 4.2 Administrative .Changes and Amendments. The parties acknowledge that further planning and development of the Project may demonstrate that refinements and 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 development of the Project and with respect to those items covered in general terms under this Agreement. If and when the parties find that Minor Changes (as hereinafter defined) are necessary or appropriate, they shall, unless otherwise required by law, effectuate such changes or adjustments through administrative amendments executed by the Developer and the City Manager or his or her designee, which, after execution, shall be attached hereto as addenda and become a part hereof, and may be further changed and amended from time to time as necessary, with approval by the City Manager and the Developer. In the event that the Developer and the City Manager cannot agree on whether certain changes proposed by Developer constitute Minor Changes or whether such proposed changes are necessary or appropriate, the Developer shall have the right to appeal the determination of the City Manager to the Planning Commission and September 13, 2007 DEVELOPMENT AGREEMENT Page 5 of 27 shall have the further right to appeal any determination of the Planning Commission to the City Council. The term "Minor Changes" means changes, modifications or adjustments which are consistent with the overall intent of the Project Approvals and which do not materially alter the overall nature, scope, or design of the Project, including, without limitation, minor changes in locations of the Project Improvements or infrastructure, the construction or provision of additional parking spaces within the building envelope of any Parking Structure shown on the Project Approval, and the configuration of internal circulation elements. In effecting these modifications, the City shall fully cooperate with the Developer, provided that the aggregate total density and intensity of the Project are not increased, the permitted uses are not modified from those in the Project Approvals and any changes to the Project Improvements are in accordance with the Applicable Rules. Minor Changes shall not be deemed to be an amendment to this Agreement under Government Code Section 65868, and unlessotherwise required by law, no such administrative amendments shall require prior notice or "hearing by the Planning Commission and City Council. The following matters shall not be considered Minor Changes, but shall be considered substantive amendments which shall be reviewed , by the Planning Commission and approved by the City Council: 4.2.1 Any addition of permitted uses not substantially similar to those set forth in the Project Approvals; 4.2.2 Any increase in the maximum height and of any permitted Project Improvements; t t: j.p 4.2 .3 xaAny amendment or change requiring a subsequent or supplemental environmental impact report pursuant to CEQA. in the minimum building setbacks and stepbacks for 4,2.5 Any increase` i'n the overall aggregate square footage of the Project Buildings. 4.3 Material Project Modifications. The Developer reserves the right to apply to the City .for ,permits, variances or other approvals to develop portions of the Project in a manner which may be materially inconsistent with the Project Approvals. In such event, such portions of the Proje,c,t shall'be reviewed and approved pursuant to the rules, regulations, and procedures of the City in effect at the time the Developer makes application to the City for such development. 4.4 New Rules. This Agreement shall not prevent the City from applying to the Project the following new rules, regulations and policies, if uniformly applied on a City-wide basis: 4.4.1 Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure, provided that the City's Director of Community Development makes an affirmative September 13, 2007 DEVELOPMENT AGREEMENT Page 6 of 27 finding that such changes in procedural regulations do not have the effect of materially interfering with the substantive benefits conferred to Developer by this Agreement. 4.4.2 Regulations which are not in conflict with this Agreement provided that the City's Director of Community Development makes an affirmative finding that such new regulations would not, alone or in the aggregate, cause development of the Project to be materially different, more burdensome, time consuming or expensive. 4.4.3 Regulations which are necessaryto, avoid serious threats to the public health and safety, provided that the City's Director of Community Development makes an affirmative finding that, to the maximum extent possible, such regulations have been construed and applied in a manner to preserve the substantive benefits to the Developer of this Agreement. 4.4.4 Mandatory regulations;of the C California and the United States of Ai provided that the City's Director `of Co: affirmative finding that, to the maximulr have been construed and applied in a ma the substantive benefits of this Aereemer of Los Angeles, State of applicable rfo the Project, ty Development makes an possible, such regulations preserve to the Developer If the Developer does not agree with a determination by. the'+City's Director of Community Development under this Section 4.4, the Developer may appeal such determination to the Planning Commission. °if the Developer does not agree with the determination of the Planning Commission, Developer. may appeal to the CityCouncil. If Developer does not agree with a determination of the City,Council, -Developer shall have the right to contest or challenge such determination. 4.5 Djiscretioriary Approvals. The development of the Project for specified allowable uses and as described if the Agreement shall require no subsequent discretionary approvaisi'other than the Project Approvals, and no ministerial approvals by the City except for: (a) review `and approval by the Community Development Director of the exterior elevations of any Project Building or Parking Structure for a determination as to consistency with the architecture of MOB 1 and PSI; (b) design review, plan checking, grading and building permits solely to evaluate the proposed development for conformity to the Applicable Rules; and (c) any subdivision or parcel map approvals with respect to the Campus Property that may be requested or required by the Developer subsequent to the Effective Date of this Agreement. Prior to the issuance of a building permit for MOB2/PS2 and MOB3/PS3, the Director of Community Development shall conduct a review of the compliance by Developer with its obligations under this Agreement and shall report the findings of that review to the City Council. If the Developer is found to not be in compliance with its obligations under this Agreement, the building permit for MOB2/PS2 or MOB3/PS3, as applicable, shall not be issued until Developer cures or corrects the items of non-compliance. September 13, 2007 DEVELOPMENT AGREEMENT Page 7 of 27 4.6 No Obligation to Develop. Nothing in this Agreement is intended, should be construed nor shall require Developer to proceed with the construction of any Project Improvements on the Campus Property; provided that any Project Improvements constructed shall comply with the requirements for timing and usage set forth in Sections 4.7 and 5 herein. The decision to proceed or to forbear or delay in proceeding with the implementation or construction of the Project or any Project Improvements shall be in the sole discretion of Developer and the failure of Developer to proceed with construction of any Project Improvements shall not (i) give rise to any rights of the City to terminate this Agreement or (ii) constitute an event of default or give rise to any liability, claim for damages or cause of action against Developer. s_ 4.7 Timing of Construction of Project hnprovemerits. 4.7.1 Developer shall not .be required to construct the Project Improvements in any particular order or pursuant to any particular schedule, provided, however, that the following prerequisites to the Project Improvements as described in the fable below are met: Prior To: Developer Must: Issuance of a Certificate of Occupancy; or' Complete the construction of the Traffic MOB I Mitigation, Improvements identified on ,Exhibit " attached, hereto. Obtain the issuance of a Certificate of Occupancy for PSI. Complete all (i) Conditions of Approval that are required in the Project Approvals for the construction of MOB and PSI, and (ii) CEQA mitigation measures identified in the EIR that " • are associated with the construction of MOB 1 and PSI, other than those mitigation measures 8E for which a Statement of Overriding [t Consideration was adopted by the City Council. Issuance of a Certificate of Occupancy for the Obtain the issuance of Certificates of Inpatient Building Occupancy for PSI and MOB Provide City Required Parking (as hereinafter defined) on the Campus Property for (i) the Existing Improvements, (ii) any Prior Project Buildings (as hereinafter defined) and (iii) the Inpatient Building. September 13, 2007 DEVELOPMENT AGREEMENT Page 8 of 27 September 13, 2007 DEVELOPMENT AGREEMENT Page 9 of 27 Complete all (i) Conditions of Approval that are required in the Project Approvals for the construction of the Inpatient Building, and (ii) CEQA mitigation measures identified in the EIR that are associated with the construction of the Inpatient Building and any related parking structures, other than those mitigation measures for which a'Statement of Overriding Consideration wai `adopted by the City Council. Issuance of a Certificate of Occupancy for Obtain the issuance of Certificates of MOB2 Occupancy for P S l and ` OBI . Complete the relocation of hospital functions into MOB as=specified in Section'5.6 herein. Satisfy either one of the following requirements: (a) provide written documentation to the City Council that a Minimum of 20"1/6 of the space available to be leased in „MOB2 las been leased to HMNMH fdr� Centers 'Of Excellence (as hereinafter defined) ot= pother hospital related uses; or (b) meet all of the following conditions (i) obtain the issuance of a building permit for the . ; Inpatient Building, (ii) provide proof to the Director of Community Development that a construction contract has been entered into for G the construction on the Inpatient Building, and (iii) commence construction on the Inpatient Building. Provide City Required Parking on the Campus Property for (i) the Existing Improvements, (ii) any Prior Project Buildings and (iii) MOB2. Complete all (i) Conditions of Approval that are required in the Project Approvals for the construction of MOB2, and (ii) CEQA mitigation measures identified in the EIR that are associated with the construction of MOB2 and any related parking structures, other than those mitigation measures for which a Statement of Overriding Consideration was September 13, 2007 DEVELOPMENT AGREEMENT Page 9 of 27 Issuance of a Building Permit for MOB 3 adopted by the City Council. Obtain issuance of Certificates of Occupancy for PSI and MOB 1. Complete the relocation of hospital functions into MOB1 as specified in Section 5.6 herein. Meet all of the following conditions (i) obtain the issuance of a building permit for the Inpatient Building, (ii) provide proof to the Director ' of Community Development that a construction`contract has been,,entered into for the construction on the Inpatient Building, and (iii) commence construction on the Inpatient Building. Obtain issuance for a building permit for PS3 and provide written documentation satisfactory to the Director of Community Development than ' =;upon issuance of a Certificate of Occupancy for PS3, Developer shall provide City Requited Parking on the Campus Property for (i) the Existing Improvements, (ii) any Prior;,,Project Buildings and (iii) MOB 3. The City shall impose as a condition to the issuance of a certificate of occupancy for MOB3 that a certificate of occupancy has been issued for PS3. Provide written documentation satisfactory to the Director of Community Development that, prior to the Certificate of Occupancy for MOB3, Developer shall complete all (i) Conditions of Approval that are required in the Project Approvals for the construction of MOB3 and any related parking structures, and (ii) CEQA mitigation measures identified in the EIR that are associated with the construction of MOB3 and any related parking structures, other than those mitigation measures for which a Statement of Overriding Consideration was adopted by the City Council. The City shall impose as a condition September 13, 2007 DEVELOPMENT AGREEMENT Page 10 of 27 4.7.2 For purposes of Section 4.7.1: (a) the term "City Required Parking" means the number of parking spaces set forth on EAWbit "G" to this Agreement; and (b) the term "Prior Project Buildings" means any Project Buildings under this Agreement (i) for which a certificate of occupancy has been issued by ,the City or (ii) which are then under construction.` F 4.7.3 For purposes of Section 4.7.1, the term "Centers of Excellence" means the provision of highly specialized health care services via physician and/or hospital - authorized providers or hospital collaboration around a disease category (e.g. = cancer, heart, maternity or orthopedic or spine) or a service area (e.g. - outpatient imaging) in a central location. "Centers of Excellence" include diagnostics, 'treatment, rehabilitation, nursing, physician or community educational programs, clinical research ,.and advanced medical technologies. 4.8 Haul Routes. The City's I)irector . of Community Development and Director of Public Works are authorized to ,review and approve any haul routes that the Developer may propose to utilize for the exportation of dirt from the Campus Property in connection with the 'ronstruction of the Project, provided that (i) the aggregate cubic yards of such export during the' construction of the Project shall not exceed 97,000 cubic yards (the "Aggregate Maximum Export"), and (ii) such haul routes shall be scheduled between the hours of 9 a.m. and 3,p=,,,,' -Monday through Friday and 8 a.m. and 6 p.m. on Saturdays. No hauling shall be allowed on holidays or Sundays. 4 9 Additional Subten anean' Parking Spaces. Developer shall be permitted to add additional subterranean parking spaces in any Parking Structure beyond the number of City Required Parking spaces required for that Parking Structure ("Additional Subterranean Spaces"),without , the -necessity of an amendment to this Agreement or the modification of the Project Approvals, provided that the exportation of dirt required for any such Additional Subterranean Spaces shall not cause the aggregate cubic yards of dirt export in connection with the development of the Project to exceed the Aggregate Maximum Export. Should the Developer provide these Additional Subterranean Spaces in any Parking Structure, the Developer may reduce the number of City Required Parking spaces in a subsequently constructed Parking Structure by no more than the aggregate number of Additional Subterranean Spaces. 5. Restrictions on Use. Developer agrees that the use of the Campus Property shall be restricted as follows during the Term of this Agreement: September 13, 2007 DEVELOPMENT AGREEMENT Page 11 of 27 to the issuance of a certificate of occupancy for M0133 that such required Conditions of Approval and CEQA mitigation measures for MOB3 have been completed. Issuance of a building permit for PS4 Satisfy the requirements of Section 6 herein. 4.7.2 For purposes of Section 4.7.1: (a) the term "City Required Parking" means the number of parking spaces set forth on EAWbit "G" to this Agreement; and (b) the term "Prior Project Buildings" means any Project Buildings under this Agreement (i) for which a certificate of occupancy has been issued by ,the City or (ii) which are then under construction.` F 4.7.3 For purposes of Section 4.7.1, the term "Centers of Excellence" means the provision of highly specialized health care services via physician and/or hospital - authorized providers or hospital collaboration around a disease category (e.g. = cancer, heart, maternity or orthopedic or spine) or a service area (e.g. - outpatient imaging) in a central location. "Centers of Excellence" include diagnostics, 'treatment, rehabilitation, nursing, physician or community educational programs, clinical research ,.and advanced medical technologies. 4.8 Haul Routes. The City's I)irector . of Community Development and Director of Public Works are authorized to ,review and approve any haul routes that the Developer may propose to utilize for the exportation of dirt from the Campus Property in connection with the 'ronstruction of the Project, provided that (i) the aggregate cubic yards of such export during the' construction of the Project shall not exceed 97,000 cubic yards (the "Aggregate Maximum Export"), and (ii) such haul routes shall be scheduled between the hours of 9 a.m. and 3,p=,,,,' -Monday through Friday and 8 a.m. and 6 p.m. on Saturdays. No hauling shall be allowed on holidays or Sundays. 4 9 Additional Subten anean' Parking Spaces. Developer shall be permitted to add additional subterranean parking spaces in any Parking Structure beyond the number of City Required Parking spaces required for that Parking Structure ("Additional Subterranean Spaces"),without , the -necessity of an amendment to this Agreement or the modification of the Project Approvals, provided that the exportation of dirt required for any such Additional Subterranean Spaces shall not cause the aggregate cubic yards of dirt export in connection with the development of the Project to exceed the Aggregate Maximum Export. Should the Developer provide these Additional Subterranean Spaces in any Parking Structure, the Developer may reduce the number of City Required Parking spaces in a subsequently constructed Parking Structure by no more than the aggregate number of Additional Subterranean Spaces. 5. Restrictions on Use. Developer agrees that the use of the Campus Property shall be restricted as follows during the Term of this Agreement: September 13, 2007 DEVELOPMENT AGREEMENT Page 11 of 27 5.1 all Existing Improvements on the G&L Property and any Project Buildings developed on the G&L Property during the Term of this Agreement shall be used solely for the purpose of (i) the erection, maintenance and operation of medical office buildings, which may include, but not be limited to, the operation of doctors' offices, pharmacies, diagnostic imaging facilities, lab specimen collection, doctor billing services, and such other health care services as may be provided by doctors or HMNMH or its affiliates, successors and assigns, and (ii) such other medical uses approved in writing in advance by the Hospital, its affiliates, successors and assigns; and 5.2 unless otherwise approved by HMNMH in writing (which approval may be given or withheld in HMNMH's sole and absolute discretion), ,all new tenants executing a new lease during the Term of this Agreement in any Existing .improvements and Project Buildings located on the G&L Property shall be limited to physicians who, or professional entities comprised of physicians the majority of whom, have privileges to admit and treat patients at HMNMH; and 5.3 HMNMH shall have a right of first offer to lease any space in any Existing Improvements and Project Buildings of the G&L Property in accordance with the'procedures set forth in Exhibit "H"; and 5.4 HMNMH shall have a ,right of first refilsal to purchase all or any part of the G&L Property and the Existing Improvements and the " Project Buildings thereon in accordance with the procedures set forth in 9&bit " "; and 5.5 The HMNMH Property: and buildings located thereon (including the Existing Improvements thereon .and the Inpatient Building, but excluding MOBI) shall be limited to hospital and hospital related uses during the Term of this Agreement. 54, HMNMH shall ',relocate the following hospital functions to MOBI: hospital administrative offices including some or all of administration, nursing administration, human 31' information technology, quality and medical staff services, education, board and .educational conference rooms, business services including billing and collections, accounting services, material management and logistics; clinical case management, social services, risk'rnanagement, medical library, medical staff conference rooms, marketing, public relations and Community relations, security and safety and other support offices. These hospital functions will occupy 40,000 rentable square feet in MOBI as part of the initial occupancy/leasing of. MOB 1. 5.7 "Except as provided in the Conditions of Approval adopted by the City Council for the Project, all parking on the Campus Property shall be available for all uses on the Campus Property, and, where appropriate, reciprocal parking and access easements/agreements either have been or hereafter shall be executed by Developer prior to certificates of occupancy being issued for each parking structure to effectuate this requirement. 5.8 Subject to completion of the improvements referenced below, expanded services available on the Campus Property shall include: September l3, 2007 DEVELOPMENT AGREEMENT Page 12 of 27 5.8.1 A 50% in expansion of the current number of intensive care beds from 12 beds to 18 beds in an improved critical care center, to be located in the current Hospital facility if services are able to be relocated to the Medical Buildings, or otherwise in the new Inpatient Building within two years following the issuance of the certificate of occupancy for the Inpatient Building. 5.8.2 Neonatal intensive care services to address medical needs of high risk pregnancies and high risk infants, to be developed within the main hospital building or located in the new Inpatient Building within two years following the issuance of the certificate of occupancy for the Inpatient Building, unless prior to this time another hospital has been located in the Santa Clarita Valley which duplicates, full-service obstetric care. 5.8.3 A women's services unit to include private labor. and delivery suites and dedicated operating 'rooms for scheduled and emergency c - section deliveries, along with'post-operative and post -partum private rooms, to be located in the new' fiipatient Building within two years following the issuance of the certificate .of occupancy for the Inpatient Building. 3i 3v v 5.8.4 A minimum 50% 1ncroa`5e in inpatient operating room capacity from 4 operating rooms to''at least ,6 "operating rooms. Additional operating rooms to occur'.upon the issuance of the certificate of occupancy fair the new Inpatient Building. 5.8.5 „Additional post coronary care private rooms to complement interventional cardiac services, to occur in the existing Hospital facility if ,services4:re able to be moved to the new Medical Buildings, or otherwise o ` in,.the new Inpatient Building upon issuance of the certificate of occupancy for the Inpatient Building. 5.8.6 Expansion of post-surgical care services with additional private room accommodations in the new Inpatient Building, to occur within two ..years .following the issuance of the certificate of occupancy for the °; ;patient Building. 5.8.7 Replacement and expansion of campus educational and training facilities for both Hospital staff and community health education, to be provided in the new Medical Buildings within one (1) year of the certificate of occupancy of MOB I. 5.9 TCU Task Force. HMNMH will continue to actively participate in the City's Transitional Care Unit (TCU) Task Force designed to insure that a suitable location and operator for a TCU facility is provided within the Santa Clarita Valley. In addition, the September 13, 2007 DEVELOPMENT AGREEMENT Page 13 of 27 Developer shall contribute Two Hundred and Fifty Thousand Dollars ($250,000) to the City, to be used at the discretion of the City Council, following a recommendation of the City's TCU Task Force, for the feasibility, siting and construction of a facility or other senior health care needs. The sum of $50,000 shall be paid upon the effective date of this Agreement. The remaining balance shall be paid in equal installments of $50,000 per year on the anniversary date of the effective date of this agreement until the entire amount is paid. If a facility is found and the funds are needed for the purchase and development of the facility, these funds shall be provided within 30 days upon a written request from the City Manager. 6. Parking. During the Term of this Agreement, entrances to surface parking areas (other than the Existing Gal for physician parking) or Parking Structures on the Campus Pa or visitors for parking on the Campus Property unless: (a) M-11 parking entrances, Developer hereafter files an application wit' of such gating, which application must be submitted to the approval; and (b) in the case that Developer hereafter propose, parking on the Campus Property, Developer files"an applicatior, right to institute such parking charges, which application roust' for its review and approval. In conjunction with filing an app] (b) above, such application shall be accompanied by a study .#, and benefits of the proposed actions that are the subject of the Gated Areas" means: (x) the existing surface lot for,physicia north side of the new emergency room for the Hospital, which (y) the existing surface lot for physician parking located adja main Hospital building, which contains 24 parking spaces. 7. Exactions Dedications Assessments F Improvements. Developer shall not (i) gate any :d areas (as hereinafter defined) >perty or (ii) charge any patients case of any proposed gating of the City for a minor use permit .",ity Council fpr its review and to charge patic'nts,or visitors for With the City for approval of the )e submitted to the City Council cation under either clause (a) or it, analyzes the potential impacts application. The term "Existing i parking located adjacent to the contains 28 parking spaces; and ;ent to the northeast side of the s Vj;: , ; Bndge arrd Thoroughfare"District Fees. For purposes of this Agreement, the teen:$&T Feesi',.neans any Bridge and Thoroughfare District Fees that are established pursuant; : to Santa Clanla bode Section "16.21.190. During the Tenn of this Agreement, Developer #all be responsible for the payment of all B&T Fees that are imposed by the City in connection with the issuance by the City of a building permit for the construction of any Project Buildings. The B&T Fees with respect to each Project Building shall be calculated at the rates in effect on the date that Developer submits its application for the building permit for that Project Building, provided that,,such rates are uniformly applied throughout the District. Subject to approval by the District `of an application submitted by the Developer in accordance with the District's guidelines and procedures, Developer shall be entitled to a credit against the B&T Fee for any eligible out-of-pocket costs incurred by Developer in the performance of any required Traffic Mitigation Improvements. 7.2 Exactions and Fees. The City agrees that no conditions, exactions, dedications, assessments, fees, reservations or public improvements whatsoever shall be imposed or required by the City in connection with any Project Approvals or the development of the Project or any portion thereof except for: (a) the B&T Fees, (b) the conditions of approval September 13, 2007 DEVELOPMENT AGREEMENT Page 14 of 27 included in the Project Approvals, (c) the Traffic Mitigation Improvements set forth on Exhibit "F'); and (d) any fees or exactions that the City is mandated to impose under a law or regulation adopted after the Effective Date of this Agreement by the federal government, the State of California or the County of Los Angeles Where the Developer must provide for construction of improvements or dedication of land, or both, in lieu of payment of a regulatory fee or development imposition, and such construction and/or dedication constitutes, by agreement of the City, full and complete discharge of the obligation of Developer and the Campus Property for the impact or matter at issue, no future development fee or regulatory imposition may be imposed upon the Campus Property or the development for all or any. portion thereof for the same or similar purpose. 7.3 Right of Waw on McBean Parkway. [INSERT LANGUAGE RE: DEDICATION TIMING AND REQUIREMENTS; TIMING OF PAYMENT FOR LANDSCAPING AND B&T FEE PROGRAM INCLUSION OF MCBEAN PARKWAY REALIGNMENT]. 7.4 No Eminent Domain. The City and Developer expressly acknowledge and agree that the City shall not initiate nor prosecute any condemnation. or eminent domain action to acquire any real property in connection with the development of the Project or in order to facilitate the construction of any Traffic Mitigation Improvements identified on Exhibit "F" to this Agreement. 8. Cooperation and Imnlementation by°the rity Attu T),v#4nm-r 8.1 Prgressi .. Upon execution of this Agreement, the City shall commence and proceed to complete all "steps required of the City necessary or appropriate for the implementation of ;this Agreement °and the development of the Project in accordance with the terms of this Agreement' including, but not limited to, the processing and checking of any and all subdivision or plat maps, improvement' plans,,; gra ding plans, building plans and specifications and any other'plans `necessary for the development of the Project and the issuance of all necessarybuilding permts,,occupancy certificates, or other required permits for the construction, use, and©ccupancy of the Project. The `City acknowledges that HMNMH intends to apply to the City for approval to subdivide the HMNMH Property so as to create a separate legal parcel for MOB and the,City agrees tt process such application in accordance with this Section 8.1. The City's obligations pursuant to this Section 8.1 are conditioned upon the Developer providing the City with all documents, plans, fees and other information necessary for the City to carry out its obligations under this Agreement, consistent with the City's application procedures, codes, ordinances and standards." 8.2. Other Governmental Permits. City agrees to cooperate with Developer in Developer's endeavors to obtain permits and approvals as may be required from other governmental or quasi -governmental agencies having jurisdiction over the Property or portions thereof (such as, for example, but not by way of limitation, public utilities or utility districts and agencies having jurisdiction over transportation facilities and air quality issues) so long as the cooperation by City will not require City to incur any cost, liability or expense without adequate indemnity against or right of reimbursement therefore from Developer. September 13, 2007 DEVELOPMENT AGREEMENT Page 15 of 27 9. Term of Agreement. This Agreement shall be binding as and when the Agreement has been approved by the City Council and has been executed by the City and Developer, and shall remain in effect until the fifteenth (I5th) anniversary of the Effective Date (the "Term"). Expiration or termination of this Agreement shall not affect any right arising from permits or approvals on the Campus. Property issued by the City prior to such expiration or termination, nor shall such expiration affect any right the City may have by reason of the Developer's covenants to dedicate land or provide public improvements in conjunction with any portion of the Campus Property which is under construction at such time. 10. Vesting. 10.1 Existing Rules to Govern. Except as otherwise provided in this Agreement, no amendment to, revision of, or addition to any ofthe Applicable Rules without the Developer's written approval, whether adopted or approved by the City Council or any office, board, commission or other agency of the City, car: by the people of the City, through charter amendment, referendum or initiative measure, shall be effectivie or enforceable by the City with respect to the Project, and the design, density, intensity, signage, grading, zoning, construction, remodeling, or use of the Project. No future modification of City's codes or ordinances, or adoption of any code, ordinance, regulation or other action that purports to limit the rate of development over time or directly or indirectly_ limit the number of building permits issued or obtainable during any period within the Tenn (whether adopted or imposed by the City Council or through the initiative or referendum process) shall, apply, to the Project or any part thereof; nor shall any such modification or adoption of a code, ordinance or;regulation modify the rights held by Developer hereunder. 10 2,, to Subsequent "Slow/No Growth" Measures. To the fullest extent legally permissible, any subseghently enacted initiatives,''referenda, moratoria or amendments to the General Plan and/or ordinances"which contain "slow/no growth" measures, or which by their terms are intended #o'or by operation have such effect, shall have no application to the Project. 11. OSHPD Regulations..The City and Developer mutually acknowledge and agree that `Part 7,,of the California'"Health and Safety Code and Part 1, Chapter 7 of Title 24 of the California Gide of Regulations grant exclusive authority to the California Office of Statewide Health Planning & Development over the construction of the Inpatient Building and any other "hospital building" 'o defined in California Health and Safety Code Sections 129675-129680 and Section 7-111 of Part'1S Chapter 7 of Title 24 of the California Code of Regulations. 12. Review'of Compliance. Developer shall request annual review of this Agreement in accordance with Government Code Section 65865. 1, Santa Clarita Code Section 17.03.010.J., and this Agreement, in order to ascertain compliance by the Developer with the terms of this Agreement. 13. Mortgages. September 13, 2007 DEVELOPMENT AGREEMENT Page 16 of 27 13.1 Mortgagee Protection. No breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage or deed of trust made in good faith and for value affecting any portion of the Campus Property or any Existing Improvements or Project Improvements thereon (collectively, a "Mortgage"); and any acquisition or acceptance of title or any right or interest in or with respect to the Campus Property or any portion thereof pursuant to a Mortgage, foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise shall be subject to all of the terms and conditions contained in this Agreement and entitled to all of its benefits. The Parties agree that they will make reasonable amendments to this Agreement to meet the requirements of any lender for the Project. 13.2 Mortgagee Not Obligated. No mortgagee under any Mortgage (collectively, a "Mortgagee") shall have an obligation or duty under this Agreement to perform the Developer's obligations or other affirmative covenants of :either hereunder, or to guarantee such performance, except where such Mortgagee attempts to exercise, any rights hereunder associated with any such obligation or duty. 13.3 Notice of Default to Mortga *ee- Ri-ght of Mortgagee to Cure. If the City receives notice from a Mortgagee requesting a copy of any notice of default given hereunder and specifying the address for service thereof, and the said Mortgagee has recorded a copy of such request in the official records of Los Angeles County in the manner required under California Civil Code Section 2924b with respect to Requests for Notices of Default, then the City shall deliver to such Mortgagee, concurrently with" service thereon to the applicable Party, any notice given to the applicable Party with respect to any claimIby such Panty that it has not complied in good faith with the terms of this Agreement or has committed an event of default. Each Mortgagee shall have the right (but not the obligation) fora`period of ninety (90) days after the receipt of such notice,from such party to cure orremedy, or to commence to cure or remedy, the claimed default or act of noncompliance set fortis in Such Party's notice. If the default is of a nature which can only be remedied or cured by such Mortgagee upon obtaining possession, such Mortgagee may, (but is not Qbligated �)! seek to obtain possession with diligence and continuity. through foreclosure,:a receiver.pr`otherwise, and may (but is not obligated to) thereafter remedy or cure,te default or noricompliaitee within thirty (30) days after obtaining possession. If any such default or noncompliance cannot, with diligence, be remedied or cured within such thirty (30) day period, then such Mortgagee shall have such additional time as may be reasonably necessary to.remedy or cure Such default or noncompliance if such Mortgagee commences cure during such thirty (30) day period, and thereafter diligently pursues and completes such cure. 13.4" Bankruptcy. Notwithstanding the foregoing provisions of this Section 13, if any Mortgagee is prohibited from commencing or prosecuting foreclosure, or other appropriate proceedings in the nature thereof, by any injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving the Developer, the times specified in Section 13.3 for commencing or prosecuting foreclosure or other proceedings shall be extended for the period of the prohibition. 14. Default and Remedies. 14.1 Notice and Cure. September 13, 2007 DEVELOPMENT AGREEMENT Page 17 of 27 14.2 the perfc (i) ten (I and (ii) 14.1.1 In the event of failure by either party hereto substantially to perform any terms, covenant or condition of this Agreement which is required on its part to be performed ("Default"), the non -defaulting party shall have those rights and remedies provided in this Agreement, provided that such non -defaulting party has first sent a written notice of Default, in the manner required by Section 18, by registered or certified mail, return receipt requested, identifying with specificity the nature of the alleged Default and the manner in which the alleged Default may be satisfactorily cured ("Notice of Default"). In the event ofa Default by Developer, the Notice of Default shall also be provided to"any Mortgagee of Developer which has delivered a Request for Notice to the City in accordance with Section 13.3. 14.I.2 In the case of a me promptly commence to cur cure of such Default wif Developer of the Notice of by either party, the alleged cure the identified. Default days after receipt of the Not for a non -monetary Default remedy such Default, pi commences such cure prom continuously and diliaently Developer, has delivered a City shall Have available All of said 'remedies shall any one or more 'of said re available remedy.. 14.3 tetary Default by Developer,, Developer shall I& identified Default and shall complete the in ten (10) "business days after"'receipt by )efaultr In.the case of a non -monetary Default defaulting party shall promptly commence to nd shall complete the cure within thirty (30) ce of Defaults ; The thirty (30) day cure period ,hall be extended as is reasonably necessary to 7vided that the alleged defaulting party 5tly after receiving the Notice of Default and pursues such remedy at all times until such Or Monetary Default. In the event of Default by Developer in etary. obligations`under this Agreement which remains uncured :eipt by Developer of a written notice of default from the City ,gagee's cure period under Section 13.3 (if a Mortgagee of A for Notice to the City in accordance with Section 13.3), the it or remedy provided in this Agreement, at law or in equity. iulative and not exclusive of one another, and the exercise of shall not constitute a waiver or election in respect to any other 14.3.1 In the event of non -monetary Default by either party hereunder which remains uncured (i) after expiration of all applicable notice and cure periods and (ii) in the case of a Default by Developer, after the expiration of Mortgagee's cure period under Section 13.3 (if a Mortgagee of Developer has delivered a Request for Notice to the City in accordance with Section 13.3), the non -defaulting party shall have available any right or remedy provided in this Agreement, or provided at law or in equity September 13, 2007 DEVELOPMENT AGREEMENT Page 18 of 27 14.4 except as prohibited by this Agreement. All of said remedies shall be cumulative and not exclusive of one another, and the exercise of any one or more of said remedies shall not constitute a waiver or election in respect to any other available remedy. 14.3.2 The City and Developer acknowledge that money damages and remedies at law generally are inadequate and that specific performance is an appropriate remedy for the enforcement of this Agreement. Therefore, the remedy of specific performance shall be available to both the City and Developer under this Agreement in the event of a non -monetary Default. 14.3.3 The City and Developer here entitled to obtain relief in the form of Code of Civil Procedure Section 1085 remedy any non -monetary Default by under this Agreement. 14.3.4 Neither the City nor Deyelo monetary damages as a result of Agreement, 14.4.1 In the event that Section 12,,on the basis'( been in 'good faith comp Agreement,`;or (b) the City monetary Default by Devi the Citymay commence pr to this Section 14.4. vttipulate that Developer shall be writ of mandate in accordance with r'Section 1094,5, as appropriate, to to City of its obligations and duties r',shall have the right to sue for non -monetary Default under this City finds and determines pursuant to tantial evidence, that Developer has not with the terms and conditions of this and determines that there has been a non - of its obligations under this Agreement, ngs to terminate this Agreement pursuant The procedures for termination of this Agreement by the City for ands set forth in Section 14.4.1 are as follows: 14.4.2(a) The City shall provide a written notice to Developer (and to any Mortgagee of Developer which has delivered a Request for Notice to the City in accordance of Section 13.3) of its intention to terminate this Agreement unless Developer (or the Mortgagee) cures or corrects the acts or omissions that constitute the basis of such determinations by the City (the "Hearing Notice"). The Hearing Notice shall be delivered by the City to Developer in accordance with Section 18 and shall contain the time and place of a public hearing to be held by the City Council on the determination of the City to proceed with termination or modification of this Agreement. The public hearing shall not be held earlier than: (i) thirty-one (31) days after delivery of the September 13, 2007 DEVELOPMENT AGREEMENT Page 19 of 27 Hearing Notice to Developer, or (ii) if a Mortgagee has delivered a Request for Notice in accordance with Section 13.3, the day following the expiration of the Mortgagee's cure period. 14.4.2(b) If, following the conclusion of the public hearing, the City Council: (i) determines that Developer is in Default of its non -monetary obligations under this Agreement or has not been in good faith compliance with this Agreement pursuant to Section 12, as applicable; and (ii) further determines that Developer (or the Mortgagee, if applicable) has not cured the acts or omissions that constitute the basis of the determination under subsection (i) or, if those acts or omissions could not be reasonably remedied prior to the public hearing, that Developer (or 'the.Mortgagee) has not in good faith commenced to cure or, correct such acts or omissions prior to the public hearing or is not diligently and continuously proceeding therewith to completion, the City Council may terminate this Agreement. 15. Project Approvals Independent. Except to the extent otherwise recognized by CEQA, all Project Approvals which may be granted pursuant Co this Agreement, and all land use approvals and Project Approvals generally, which have been issued or granted by the City with respect to the Campus Property and the Project , ctmshtute independentactions and approvals by the City. If any provision of this Agreement or, the ,application of any provision of this Agreement to a particular situation is held by; a court o competent jurisdiction to be invalid or unenforceable, or if this ' �! 'gement is terminated for `any reason, then such invalidity, unenforceability or tenn!1nation bf this Agreement, or any part hereof, shall not affect the validity or effectiveness of any, such Proj ect'Approvals orother land use approvals. In such cases, such land use approvals and `Project Approvals will remain in effect pursuant to their own terms, provisions, and conditions of approval. 16. Required ctions of Parties: Further Assurances. The City and the Developer shall execute all such instruments and documents and take in good faith all actions necessary or convenient,to consummate the; transactions herein contemplated. 17. ss' ent. The rights of the Developer under this Agreement may be transferred or assigned in whole or in part to any person acquiring all or any portion of the Campus Property or f6c Project subject only to the City's written approval of the assignee or transferee, which shad ;,root be unreasonably withheld. Express assumption of any of the Developer's obligations under this Agreement by any such transferee or assignee shall release the Developer from the obligations so assigned and the City shall look solely to the transferee or assignee for performance of the assigned obligations under this Agreement. 18. Notices. All notices under this Agreement shall be in writing and shall be effective when personally delivered or upon receipt after deposit in the United States mail as registered or certified mail, postage prepaid, return receipt requested, to the following representatives of the Parties at the addresses indicated below or to such other addresses as one September 13, 2007 DEVELOPMENT AGREEMENT Page 20 of 27 Party may provide to the other from time to time: If to the City: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, California 91355 Attention: City Manager With a copy to: Burke, Williams & Sorensen 611 West Sixth Street, Suite 2500 Los Angeles, California 90017 Attention: Carl K. Newton, City Attorney If to the Hospital: With a copy°toy: Henry Mayo Newhall Memorial Hospital Hooper, Lundy and Bookman, Inc. 23845 McBean Parkway 101 'West Broadway, Suite 1105 Valencia, CA 91355 San Diego, CA 92101-3890 Attention: Roger E. Seaver, President & CEO Attention, Stephen Treadgold, Esq. If to G&L: With a copy to: G&L Valencia, LLC Law Offices of Richard A. Lawrence 439 Bedford Drive 2815 Townsgateload, Suite 140 Beverly Hills, CA 90210 Westlake Village, CA 91361 Attention: Steven D. Lebowitz •'„ -Attention: "Richard A. Lawrence, Esq. 19. Amendment or Cancellation.Subject to meeting the notice and hearing requirements of Section 65867 of the Government Code, this Agreement may be amended from time to time, or canceled in whole` or in part, by mutual consent of the City and Developer, or their respective successors in interest in ,accordance with the provisions of Section 65868 of the Califbnaa Government Code; providgti,"however, that any amendment which does not relate to the Temz,'`permitted uses, density or' intensity of use, height or size of Project Improvements, provisions for reservation anA.dedication of land, conditions, terms, restrictions and requirements relating to subsequent discretionary actions, or any conditions or covenants relating to the use of the Campus Property, shall!not require notice or public hearing before the Parties may execute an amendment hereto. 20. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought and referring expressly to this Section. No waiver of any right or remedy in respect of any occurrence or event shall be deemed a waiver of any right or remedy in respect of any other occurrence of event. 21. Successor and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, and any subsequent owners of all or any portion of the September 13, 2007 DEVELOPMENT AGREEMENT Page 21 of 27 Campus Property and their respective successors and assigns. Any successors in interest to the City shall be subject to the provisions set forth in Sections 65865.4 and 65868.5 of the Government Code. 22. Interpretation and Governing; State Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objective and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, both Parties having been represented by counsel in the negotiation and preparation hereof. All legal actions brought to enforce the terms of this Agreement shall be brought and heard in the Superior Court of the State of California, County of Los Angeles. 23. Constructive Notice and Acceptance. Everyperson who, now or hereafter, owns or acquires any right, title or interest in or to any portion of the Campus Property is, and shall be, conclusively deemed to have consented and agreed to ±very prevision contained herein, whether or not any reference to this Agreement is contained lir te =instrument by which such person acquired an interest in the Campus Property, 24. No Third Party Beneficiaries. °This Agreement is made and entered into for the sole protection and benefit of the Parties and their'successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 25. Attorneys' fees If either Party commences any action for the interpretation, enforcement, termination, cancellation or rescission hereof, or for specific performance of the breach hereof, the prevailing party,shall be entitled to its reasonable attorneys' fees and costs. 26. ,counterparts. This Agreement may be executed in two or more identical counterparts; each of which shall be deemed to'be an original and each of which shall be deemed to be one'and the same instrument *ben each Party signs each such counterpart. 27f Incorporation of Attachments. All recitals and attachments to this Agreement, including all Exhibits referenced herein, and all subparts thereto, are incorporated herein by this reference. sir`' 28. Determinations. Whenever in this Agreement the consent or approval of any party to this Agreementis required, such consent or approval shall not be unreasonably withheld or delayed. In addition, unless a contrary standard or right is set forth herein, whenever any party hereto is granted a right to take action, exercise discretion, or make an allocation, judgment or other determination, each party hereto shall act reasonably and in good faith and take no action which might result in the frustration of the expectations of the other Parties concerning the benefits to be enjoyed under this Agreement as expressed in this Agreement. 29. Defense of Actions. September 13, 2007 DEVELOPMENT AGREEMENT Page 22 of 27 29.1 If any legal action or other proceeding is instituted by a third party or parties (including without limitation, another governmental entity or official), challenging the validity of any provision of the Project Approvals, the EIR or other CEQA actions related to the Project, or this Agreement, Developer and the City shall cooperate in defending any such action. The City shall promptly notify Developer of any such legal action against City within five (5) business days after the City receives service of process, except for any petition for injunctive relief, in which case the City shall notify Developer immediately upon receipt of notice thereof. Developer shall indemnify, hold harmless and defend the City, and any of its officers, employees or agents for any claim or lawsuit brought to challenge the validity or enforcement of the Project Approvals, the EIR or other CEQA actions related to the Project, or this Agreement, instituted by a third party or another governmental entity or official; provided however, that if the City fails to cooperate in the defense, Developer shall not thereafter be responsible for the City's defense costs. Developer shall reimburse all of the City's defense costs including, without limitation, court costs, attorneys fees and expert witness fees. Developer shall promptly pay all monetary awards, judgments, verdicts, court costs and attorney's fees that may be awarded in such action. The City shall be entitled to select counsel to conduct its defense in any such action;, provided, however, that the City shall instruct such counsel to cooperate with Developer as provided in this Section 29.1. 29.2 The filing of any lawsuit(s) by a third'party (not a party to this Agreement) after the Effective Date against the City and/or Developer relating to this Agreement or to other development issues affecting the Project shall hot delay or stop the processing or issuance of any permit or authorization necessary for development of the Project,unless the City in good faith determines that such delay is legally required. v ; 30. Estoppeliii..&rtificate. Either party may, at any time, and from time to time, (but no more frequently tharf four (4) times in any calendar year) deliver written notice to the other party requesting such party to certify in writing that, to the knowledge of the certifying party, (i) this Agreement is in„full force and effect and a binding obligation of the parties, (ii) this Agreement „ has not been"arrended or modified either orally or in writing, or if so amended, identifying the amendments, and (iii) the requesting party is not in default in the performance of its obligations under this „Agreement, or if in default; to describe therein the nature and amount of any such defaults:' A party receiving a request hereunder shall execute and return such certificate or give a written detailed -response explaining why it will not do so within thirty (30) days following the receipt thereof €Each party acknowledges that such a certificate may be relied upon by third parties acting in`..good faith.'' A certificate provided by City establishing the status of this Agreement with respect to the HMNMH Property or the G&L Property shall be in recordable form and may be recorded with respect to the affected parcels at the expense of the recording party. Failure to deliver such a certificate or a written denial within the time specified above shall constitute a conclusive presumption against the party failing to provide the certificate that this Agreement is in full force and effect, without modification, except as may be represented by the requesting party; and that there are no uncured defaults in the performance of the requesting party except as may be so represented. All costs incurred in providing the notice(s) anticipated by this section including reasonable attorney's fees shall be borne by the requesting party. September 13, 2007 DEVELOPMENT AGREEMENT Page 23 of 27 31. Authorized Delays. Performance by any Party of its obligations hereunder, other than payment of fees, shall be excused during any period of Excusable Delay, as hereinafter defined, provided that the Party claiming the delay gives written notice of the delay to the other Parties as soon as possible after the same has been ascertained. For purposes hereof, "Excusable Delay" shall mean delay that directly affects, and is beyond the reasonable control of, the Party claiming the delay, including without limitation: (a) act of God; (b) civil commotion; (c) riot; (d) strike, picketing or other labor dispute; (e) shortage of materials or supplies; (f) damage to work in progress by reason of fire, flood, earthquake or other casualty; (g) failure, delay or inability of City to provide adequate levels of public services, facilities or infrastructure to the Property including, by way of example only, the lack of water to serve any portion of the Property due to drought; (h) delay caused by a delay by other third party entities which are required to approve plans or documents for Developer too construct the Project, or restrictions imposed or mandated by such other third party entities or governmental entities other than City; or (i) litigation brought by a third party attacking `'the validity of this Agreement, a Project Approval, a Subsequent Approval or any other action necessary for development of the Project. 32. Administration of Agreement. Any decision by City staff concerning the interpretation and administration of this Agreement `and development of the Property in accordance herewith may be appealed by the Developer to the Planning Commission, provided that any such appeal shall be filed with the,City Clerk of City 'within ten (10) days after the affected Developer receives written notice !of the staff decision. The Planning Commission shall render its decision to affirm, reverse or modify the`sti' f' decision within thirty (30) days after the appeal was filed. Thereafter the Developer may appeal the decision of the Planning Commission to the City Council pursuant tothe same deadlihO. The Developer shall not seek judicial review of any staff decision without fir" thaving exhausted its remedies pursuant to this section. September 13, 2007 DEVELOPMENT AGREEMENT Page 24 of 27 PAGES IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement. "City" CITY OF SANTA CLARITA a municipal corporation Dab "HMNMH" Henry Mayo Newhall Memorial Hospital, a California non-profit public benefit corporation By: Roger E. Seaver President/CEO September l3, 2007 DEVELOPMENT AGREEMENT Page 25 of 27 "G&L" G&L Valencia, LLC, a California limited liability company By: G&L Realty Partnership, L.P., a Delaware limited partnership Its: Sole Member By: G&L Realty Properties, LLC a Nevada limited liability company Its: General Partner Dated: _, 2008 By: Steven D. Lebowitz ;'Its: Member r. September 13, 2007 DEVELOPMENT AGREEMENT Page 26 of 27 EXHIBIT "A" Legal Description of HMNMH Property PARCELS 1 AND 2 OF PARCEL MAP NO. 3083, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP FILED IN BOOK 45, PAGE 91 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID PARCEL 1, SAID CORNER LYING ON THE NORTHWESTERLY LINE OF MC BEAN PARKWAY, 100.00 FEET WIDE, SAID NORTHWESTERLY LINE ALSO BEING A CURVE, CONCAVE 'NORTHWESTERLY AND HAVING A RADIUS OF 1950.00 FEET; THENCE NORTHWESTERLY ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL 1, NORTH ;19 DEGREES' 37 MINUTES 08 SECONDS WEST, 551.90 FEET, SAID SOUTHWESTERLY LINE ALSO BEING A RADIAL LINE TO SAID CURVE; THENCE NORTH 42 DEGREES 30'MINUTES 21 SECONDS EAST, 510.04 FEET; THENCE SOUTH 47 DEGREES 43 MINUTES 244 SECONDS EAST, 103.96 FEET; THENCE SOUTH 42 DEGREES 24 MINUTES 24 SECONDS, EAST, 37.17 FEET; THENCE SOUTH 38 DEGREES 57 MINUTES 00 .SECONDS EAST, 203 FEET; THENCE SOUTH 51 DEGREES 19 MINUTES 23 SECONDS WEST,' 20.00 FEET; THENCE'SOUTH 38 DEGREES 35 MINUTES 36 SECONDS EAST, 108.15; THENCE SOUTH 33 „bEGREES 01 MINUTES 43 SECONDS EAST, 45.04 FEET; THENCE NORTH 51 DEGREES 32 MINUTES 59 SECONDS EAST, 18.85 FEET; THENCE SOUTH 38 DEGREES 36 MINUTES 22 SECONDS EAST, 118.74 FEET; THENCE NORTH 51 DEGREES 40 MINUTES 23 SECONDS EAST, 24.00 FEET; THENCE SOUTH 41 DEGREES 24 MINUTES 03 SECONDS EAST, 250.71 FEET; THENCE SOUTH 03 DEGREES 50 MINUTES 00 SECONDS EAST, 21.88 FEET TO A,`P iNT< `O NSAID''NORTHWESTERLY LINE OF MC BEAN PARKWAY, 100.00 FEET WIDE, AND SAID CURVE, A RADIAL LINE TO SAID CURVE BEARS s --'NORTH 41!'DEGREES 08 MINUTES 36 SECONDS WEST; THENCE SOUTHWESTERLY ALONG SAID `CURVE THROUGH A CENTRAL ANGLE OF 21 DEGRE ;;3 } MINUTES 28 SECONDS FOR AN ARC LENGTH OF 732.56 FEET TO THE POINT OF BEGINNING FOR THIS DESCRIPTION. September 13, 2007 EXHIBIT' A" TO DEVELOPMENT AGREEMENT Page A-1 EXHIBIT "B" Legal Description of G&L Property THOSE PORTIONS OF PARCELS 1 AND 2 OF PARCEL MAP NO. 3083, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP FILED IN BOOK 45, PAGE 91 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID PARCEL 1, SAID CORNER LYING ON THE NORTHWESTERLY LINE OF MC BEAN PARKWAY, 100.00 FEET WIDE, SAID NORTHWESTERLY LINE ALSO BEING A :CURVE, CONCAVE NORTHWESTERLY AND HAVING A RADIOS OF 1950.00 FEET; THENCE NORTHWESTERLY ALONG THE SOUTHWESTERLY. LINE OF SAID PARCEL 1, NORTH 19 DEGREES 37 MINUTES 08 SECONDS "WEST, 551.90 ',FEET, SAID SOUTHWESTERLY LINE ALSO BEING A RADIAL LINE TO SAID CURVE; THENCE NORTH 42 DEGREES 30 MINUTES 21 SECONIIS ' EAST, 510.04 FEET; THENCE SOUTH 47 DEGREES 43 MINUTES,,44 SECONDS 'EAST, 103.96 FEET; THENCE SOUTH 42 DEGREES 24 MINUTES 24;:SECONDS EAST, 37.17 FEET; THENCE SOUTH 38 DEGREES 57 MINUTES 00 SECONDS EAST, 24.83 FEET; THENCE SOUTH 51 DEGREES 19 MINUTES 23 SECONDS WEST, 20.00 FEET; THENCE SOUTH 38 DEGREES 35 MINUTES 36 SECONDS EAST, 108,15; THENCE SOUTH 33 DEGREES 01 MINUTES 43 SECONDS EAST, 45.04 FEET; THENCE NORTH 51 DEGREES 32 'MINUTES 59 'SECONDS EAST, 18.85 FEET; THENCE SOUTH 38 DEGREES 36 MINUTES 22 SECONDS EAST, 118.74 FEET; THENCE NORTH 51 DEGREES 40 MINUTES 23 SECONDS EAST, 24.00 FEET; THENCE SOUTH 41 DEGREES,,24 MINUTES 03 SECONDS EAST, 250.71 FEET; THENCE SOUTH 03 DEGREES °-50'-MINUTES 00 SECONDS EAST, 21.88 FEET TO A POINT ON SAID NORTHWESTERLY=LINE OF MG BEAN PARKWAY, 100.00 FEET WIDE AND SAID CURVE, ,,_A RADIAL "; ALINE TO "SAID CURVE BEARS NORTH 41 DEGREES 08 MINUTES 36 SECONDS ;WEST; WHENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH ACENTRAL ANGLE `OF 21 DEGREES 31 MINUTES 28 SECONDS FOR AN ARC LENGTH OF 732.�a`6' FEET TO THE POINT OF BEGINNING FOR THIS DESCRIPTION. September 13, 2007 EXHIBIT `B" TO DEVELOPMENT AGREEMENT Page B-1 EXHIBIT "C" Map of Campus Property The Map of the Campus Property is on the following page September 13, 2007 EXHIBIT "C' TO DEVELOPMENT AGREEMENT Page C-1 EXHIBIT "D" Existing Improvements A Site Plan of the Campus Property depicting the Existing Improvements is on the following page. September 13, 2007 EXHIBIT "D" TO DEVELOPMENT AGREEMENT Page D-1 EXHIBIT "E" Site Plan A Site Plan of the Campus Property depicting the Project Improvements is on the following page. September 13, 2007 EXHIBIT "E" TO DEVELOPMENT AGREEMENT Page E-1 �, rt I, September 13, 2007 EXHIBIT "E" TO DEVELOPMENT AGREEMENT Page E-1 EXHIBIT G°IF" Traffic Mitigation Improvements [PENDING REVISED EIR] September 13, 2007 EXHIBIT "G" TO DEVELOPMENT AGREEMENT PageG-1 EXHIBIT "G" City Required Parking September 13, 2007 EXHIBIT "G" TO DEVELOPMENT AGREEMENT PageG-2 s., September 13, 2007 EXHIBIT "G" TO DEVELOPMENT AGREEMENT PageG-2 EXHIBIT "H" Right of First Offer — Lease of Vacant Space For purposes of Section 5.3 of the Agreement, HMNMH shall have the right of first offer to lease any space in any Existing improvement or Medical Building on the G&L Property that from time to time becomes vacant (the "First -Offer Space"). G&L shall provide HMNMH with written notice (the "First -Offer Notice") when any First -Offer Space becomes available for lease (the "Specific First -Offer Space"), which notice will state the basic economic terns and conditions of such lease, including the rent. HMNMH shall have twenty (20) days after receipt of the First -Offer Notice to accept or decline to lease the Specific First -Offer Space on the same terms as contained in the First -Offer Notice. If HMNMH declines to lease the Specific First -Offer Space or fails to agree to lease the Specific First -Offer Space in writing within twenty (20) days .following receipt of the First -Offer Notice, HMNMH's right of first offer with respect `to such Specific First -Offer Space shall terminate until such right arises again pursuant to this Exhibit "H". Upon such termination, G&L may then lease the Specific First -Offer Space to any tenant, subject to the provisions of Section 5.32 of the Agreement; provided, however, that if "G&L desires., to lease the Specific `First -Offer Space to another tenant at a rent that is less than ninety percent (90%) of the rental amount set forth in the First -Offer Notice, G&L shall provide HMNMH with a right of first offer on the revised terms (the "Revised Lease Offer") and HMNMH may, within five (5) business days after receipt of the Revised Lease Offer, elect to lease the Specific First -Offer Space on the same terms as contained in the Revised Lease Offer. If G&L has not entered into a lease to lease the -Specific First -Offer Space to a tenant other than HMNMH, within one liundied eighty (180) days after HMNMH's receipt of the First -Offer Notice, or if such Specific First -Offer is leased,to a tenant but later becomes vacant, then G&L shall again offer such Specific First -Offer to HMNMHpursuant to the procedures set forth above in this Exhibit "H".W September 13, 2007 EXHIBIT "H" TO DEVELOPMENT AGREEMENT Page H-1 EXHIBIT "I" Right to First of Offer — Sale of G&L Property For purposes of Section 5.4 of the Agreement, HMNMH shall have the right of first offer to purchase all or part of the G&L Property in accordance with the procedures in this Exhibit "I". If G&L decides to sell all or part of the G&L Property (the Specific First -Offer Property"), then G&L shall provide to HMNMH the specific terms upon which G&L is willing to sell the Specific First - Offer Property (the "Offer Terms"). HMNMH shall have forty-five (45) days after receipt of the Offer Terms to accept or decline to purchase the Specific First -Offer Property,on the Offer Terms. If HMNMH declines to purchase the Specific First -Offer Property or; fails to agree to purchase the Specific First -Offer Property in writing within forty-five (45) days following receipt of the Offer Terms, HMNMH's right of first refusal with respect to the Specific First -Offer Property shall expire and be null and void. G&L may then sell the Specific First=Offer Property to any purchaser; provided, however, that if G&L desires to sell the Specific First -Offer Property to another purchaser at a purchase price that is less than ninety percent (90%Yof the purchase price set forth in the Offer Terms, G&L will provide HMNMH with a right of first offer on the revised terins'(the "Revised Offer Terms") and HMNMH may, within ten (10) days after receipt of the Revised Offer Terms elect to purchase the Specific First -Offer Property on the Revised Offer Terms. `If G&L has not entered into a contract to sell the Specific First -Offer Property,within one hundred eighty (180) days after HMNMH's election not to purchase as setforth above and G&L still desires to sell the Specific First -Offer Property, then G&L shall again "offer..such Specific First -Offer Property to HMNMH pursuant to the procedures set forth above, except that HMNMH shall only have fifteen (15) days, instead of forty-five (45) days, after receipt of the Offer Terms to elect to accept or decline to purchase the Specific First -Offer Property on the; Offer Terms.. , ae •'. September 13, 2007 EXHIBIT "I" TO DEVELOPMENT AGREEMENT Page I-1 EXHIBIT 11P Additional Right of Way Dedication [To be provided] September 13, 2007 EXHIBIT "J" TO DEVELOPMENT AGREEMENT Page J-1 ACKNOWLEDGEMENT State of California ) County of Los Angeles ) On , 2008, before me, Public, personally appeared [ ] personally known tome -OR- [ ] proved to me on the basis of satisfactory evidence to be subscribed to the within instrument and acknowledged to mel in his/her/their authorized capacity(ies), and that by hisI the person(s) or the entity upon behalf of which the per, nes ' WITNESS my hand and official seal. Signature of Notary State of California County of Los Ange On ,:1 _ person appeared me, Notary whose name(s) are executed the same on the instrument Tithe instrument. Notary Public, [ ] p ?filly known to -OR- [ ]proved t on the ba of satisfactory evidence to be the person(s) whose name(s) are subscribed to the1p ins r ' ent and acknowledged to me the he/she/they executed the same in his/her/their autho�» 1pacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the enty upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary September 13, 2007 State of California ) County of Los Angeles; ) On , 2008, before me, personally appeared [ ] personally known to me -OR- [ ] proved to me on the basis of satisfactory evidence to be the subscribed to the within instrument and acknowledged to me the in his/her/their authorized capacity(ies), and that by his/her/d 1$, the person(s) or the entity upon behalf of which the verson(s) C WITNESS my hand and official seal. Signature of Notary September 13, 2007 Notary Public, 0whose name(s) are :y executed the same s) on the instrument ed the instrument.