HomeMy WebLinkAbout2008-12-09 - AGENDA REPORTS - DEVAGMT HMNMH MP PROJ (2)Agenda Item:
CITY OF SANTA CLARITA
AGENDA REPORT
UNFINISHED BUSINESS City Manager Approval:
Item to be presented by:
DATE: December 9, 2008
SUBJECT: SECOND READING AND ADOPTION OF AN ORDINANCE TO
APPROVE DEVELOPMENT AGREEMENT BETWEEN THE
CITY OF SANTA CLARITA AND HENRY MAYO NEWHALL
MEMORIAL HOSPITAL AND G&L REALTY FOR THE HENRY
MAYO NEWHALL MEMORIAL HOSPITAL MASTER PLAN
PROJECT
DEPARTMENT: Community Development
RECOMMENDED ACTION
City Council conduct second reading and adopt an Ordinance entitled: "AN ORDINANCE OF
THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, APPROVING
DEVELOPMENT AGREEMENT 06-001 FOR MASTER CASE 04-325 (MASTER PLAN
04-022), FOR THE DEVELOPMENT OF THE 15 -YEAR MASTER PLAN OF THE HENRY
MAYO NEWHALL MEMORIAL HOSPITAL MASTER PLAN PROJECT IN THE CITY OF
SANTA CLARITA, CALIFORNIA."
RECENT BACKGROUND
At the special City Council meeting of November 19, 2008, the City Council received a staff
report and public testimony and closed the public hearing for the Henry Mayo Newhall Memorial
Hospital Master Plan Project. The Council adopted a resolution (1) certifying the Final
Environmental Impact Report prepared for the project, and (2) adopting a Statement of
Overriding Considerations and the Mitigation Monitoring and Reporting Program. The Council
also adopted a resolution approving Master Plan 04-022, subject to the Conditions of Approval.
The Council then conducted a first reading of the Ordinance for approval of a Development
Agreement between the City of Santa Clarita and the Henry Mayo Newhall Memorial Hospital
and G&L Realty.
HMNMH MASTER PLAN PROJECT DEVELOPMENT AGREEMENT
The approved HMNMH Master Plan includes the construction of an Inpatient Building, three
A06p el 0
Medical Office Buildings, a Central Plant, and four Parking Structures over a 15 -year period.
The 15 -year term of the Development Agreement is consistent with the term of the HMNMH
Master Plan. The City's Unified Development Code requires that a Development Agreement
provide a clear and substantial public benefit to the City and/or its residents. Under the
HMNMH Development Agreement, these benefits include the following:
1. Allows development of 120 additional acute care hospital beds plus new, needed medical
services in cardiac care, neonatal and high risk pregnancy care, intensive care and surgical
care;
2. Creates new long-term employment opportunities in a range of professional and
non-professional health care positions;
3. Improves the community's emergency services and disaster readiness by the inclusion of
helipad operations;
4. Secures a $250,000 payment for a future Transitional Care Unit;
5. Provides sufficient right-of-way dedication and street frontage improvements along
McBean Parkway to accommodate future widening and realignment of McBean Parkway;
and
6. Requires additional payment of $500,000 in five years to be used for future McBean
Realignment improvements.
The Development Agreement is attached to the Development Agreement Ordinance as Exhibit A
for the Council's consideration. Per Section 17.03.010 of the City's Unified Development Code,
the City Council shall make findings for the approval of a development agreement. Twelve
findings in support of the HMNMH Master Plan Development Agreement are set forth in the
attached Ordinance with an explanation of how the project satisfies each finding for Council
consideration.
ALTERNATIVE ACTIONS
Any other action as determined by the City Council.
FISCAL IMPACT
The Henry Mayo Newhall Memorial Hospital Master Plan Project is anticipated to generate 571
new permanent jobs in the City of Santa Clarita. As part of the HMNMH Development
Agreement, the applicant will contribute $250,000 for the feasibility, siting and construction of a
facility or other senior health care needs and provide a payment of $500,000 on or prior to the 5th
anniversary of the Effective Date of the Development Agreement to be utilized by the City for
the future McBean Parkway Realignment.
ATTACHMENTS
Ordinance
Attachment A - Development Agreement
ORDINANCE NO.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA
APPROVING DEVELOPMENT AGREEMENT 06-001 FOR MASTER CASE 04-325
(MASTER PLAN 04-022), FOR THE DEVELOPMENT OF THE 15 -YEAR MASTER PLAN
OF THE HENRY MAYO NEWHALL MEMORIAL HOSPITAL MASTER PLAN PROJECT
IN THE CITY OF SANTA CLARITA, CALIFORNIA
RECITALS
a. Whereas, an application for Master Case 04-325, the Henry Mayo Newhall
Memorial Hospital Master Plan project (the "project"), was filed by the project
applicant, Henry Mayo Newhall Memorial Hospital and G&L Realty (the
"applicant"), with the City of Santa Clarita on August 16, 2004.
b. Whereas, on January 25, 2005, the City Council adopted Ordinance 05-01, an
update to the City's Unified Development Code, which included the requirements
and process for a Master Plan. The Ordinance took effect 30 days later. The
applicant subsequently modified the project to include a Master Plan entitlement,
which requires City Council consideration.
C. Whereas, on August 17, 2006, the applicant modified the application to include an
additional entitlement request: Development Agreement 06-001.
d. Whereas, the project application was deemed complete on August 20, 2006.
e. Whereas, an Environmental Impact Report was prepared, circulated in
compliance with the California Environmental Quality Act (CEQA) in 2005.
f. Whereas, the Planning Commission held duly -noticed public hearings on the
Henry Mayo Newhall Memorial Hospital Master Plan project on October 18,
2005, December 6, 2005, January 17, 2006, February 7, 2006, March 7, 2006, and
June 6, 2006. Following a revision to the project and recirculation of a revised
Draft EIR in 2006, the Planning Commission reopened the public hearing for the
project and conducted public hearings on September 19, 2006, October 17, 2006
and November 21, 2006. These hearings were held at City Hall, 23920 Valencia
Boulevard, Santa Clarita, at 7:00 p.m.
g. Whereas, at its hearings on the project, the Planning Commission considered staff
and consultant presentations, staff reports, applicant presentations, information
presented to the Commission to assist -in its understanding of the project, the
HMNMH Master Plan -Draft EIR and 2006 Revised Draft EIR, and public
comments, and public testimony on the project and the 2007 draft Final EIR for
the project.
h. Whereas, on February 6, 2007, the Planning Commission adopted Resolution No.
P07-01 recommending that the City Council adopt a Statement of Overriding
Considerations for those impacts of the project that cannot be mitigated to less
than significant levels, and certify the Final EIR and the Mitigation Monitoring
and Reporting Program.
Whereas, on February 6, 2007, the Planning Commission adopted Resolution No.
P07-02 recommending that the City Council approve the Master Plan and
Conditional Use Permit entitlements for Master Case 04-325, the HMNMH
Master Plan Project, as revised, subject to the project conditions of approval.
Whereas, on February 6, 2007, the Planning Commission adopted Resolution No.
P07-03, denying the request for Development Agreement 06-001.
k. Whereas, on February 15, 2007, the applicant filed an appeal of the Planning
Commission's denial of the Development Agreement to the City Council for their
consideration. Per Section 17.03.010.F of the Unified Development Code, the
City Council may approve, modify or disapprove the development agreement.
1. Whereas, modifications to the terms of the Development Agreement have been
made since the Development Agreement was originally presented to the City
Council in June 2007.
M. Whereas, the City Council held duly -noticed public hearings on the Henry Mayo
Newhall Memorial Hospital Master Plan project on June 12, 2007, June 26, 2007,
July 10, 2007, August 28, 2007, September 25, 2007, September 23, 2008, and
November 19, 2008. All public hearings and meetings on the project were held in
the City Council Chambers, 23920 Valencia Boulevard, Santa Clarita. The City
Council public hearings were advertised in The Signal newspaper, through on-site
posting 14 days prior to the hearing, and by direct first class mail to property
owners within 1,000 feet of the project area.
n. Whereas, at its hearings on the project, the City Council considered staff and
consultant presentations, staff reports, applicant presentations, information
presented in public testimony, and information presented to the City Council from
technical experts to assist in its understanding of the project. During the
September 23, 2008, public hearing, the City Council received comments on the
September 2008 Revised Draft EIR, which circulated for 45 days from September
3, 2008 to October 17, 2008.
o. Whereas, on November 19, 2008, the City Council conducted the public hearing
for the project, received staff and applicant presentations and public testimony on
the project and closed the public hearing. The City Council considered the 2008
Final EIR prepared for the project, inclusive of the September 2008 Revised Draft
EIR and June 2008 Revised Draft EIR, with all agency and public comments and
responses to comments, prior to taking formal action on the project, as revised.
P. Whereas, on November 19, 2008, the City Council adopted a resolution, adopting
a Statement of Overriding Considerations for those impacts of the project that
cannot be mitigated to less than significant levels, and certifying the 2008 Final
EIR and the Mitigation Monitoring and Reporting Program prepared for the
HMNMH Master Plan project, as required by the California Environmental
Quality Act.
q. Whereas, on November 19, 2008, the City Council adopted a resolution,
approving Master Case 04-325, Master Plan 04-022 for the Henry Mayo Newhall
Memorial Hospital Master Plan, subject to the conditions of approval.
Whereas, the location of the documents and other materials which constitute the
record of proceeding upon which the decision of the City Council are in the
Master Case'04-325 project file within the Community Development Department
and is in the custody of the Director of Community Development.
FINDINGS FOR DEVELOPMENT AGREEMENT 06-001. Based upon the above recitals, oral
and written testimony and other evidence received at the public hearings held for the project, and
upon studies and investigations made by the City Council, and on its behalf, and based on facts
more specifically detailed in the November 19, 2008, City Council agenda report, as required by
the Santa Clarita Municipal Code Section 17.03.010, the City Council finds that:
The Development Agreement is consistent with the General Plan.
The land use impact analysis conducted as part of the September 2008 Revised Draft EIR
evaluates the project's consistency with City of Santa Clarita General Plan goals and
policies. The review encompasses 18 applicable goals and 17 applicable policies in the
Land Use Element, Community Design Element, Circulation Element, Human Resources
Element, Open Space and Conservation Element, and Safety Element. The September
2008 Revised Draft EIR concludes that the proposed project would be consistent with the
applicable goals and policies of the General Plan.
2. The Development Agreement complies with the Unified Development Code and other
applicable ordinances, standards, policies, and regulations.
The HMNMH Master Plan Project has been designed in a manner to meet all
development standards and has been conditioned through the project conditions of
approval to comply with all Unified Development Code requirements and other
applicable ordinances, resolutions, standards, policies and regulations of the City.
The Development Agreement will not.
a. Adversely affect the health, peace, comfort or welfare of persons residing or
working in the surrounding area;
Based on the existing and anticipated expansion of the hospital campus operations
at the HMNMH campus, people living and working in proximity to the medical
campus will not experience adverse impacts to their health, peace, comfort or
welfare, as described more fully in the September 2008 Revised Draft
Environmental Impact Report, because the operational characteristics of the
hospital campus will not change substantially. The site is currently used for
emergency medical care and inpatient and outpatient medical services.
Implementation of a master plan, by its very nature, is intended to preserve the
desired neighborhood character. By anticipating the type and level of
development needed over a 15 -year timeframe, the intent of the master plan is to
ensure that expansion and growth of the hospital facilities do not occur in a
hodge-podge fashion which could have a greater impact on the visual character of
the surrounding neighborhood. Instead, conditions of approval, mitigation
measures, infrastructure augmentations, transit and pedestrian connections,
building siting, and architectural styles and landscaping are coordinated up -front
to create a visually cohesive and operationally organized and successful medical
campus that balances the needs for medical service expansion with the need to
preserve the character of the Valencia Master Plan neighborhoods that surround
this regional services institution. Additionally, surrounding properties (as well as
others throughout the City) will benefit from those aspects of the project
identified in the Statement of Overriding Considerations.
b. Be materially detrimental to the use, enjoyment, or valuation of property of other
persons located in the vicinity of the site, or,
Based on the existing and anticipated expansion of the hospital campus operations
at the HMNMH campus, no aspect of the proposed HMNMH Master Plan and
Development Agreement will materially deter the use or enjoyment or valuation
of property in the vicinity of the medical campus because the Master Plan has
been designed to avoid a significant alteration of views from surrounding areas
through (1) the creation of height zones across the 30.4 -acre campus; (2) the
placement of new buildings and parking structures using increased setbacks from
the property edges and building step -backs; (3) the reduction of building height
along the western/southwestern edge of the campus, and (4) the redesign of PS4
to be a subterranean parking structure at the main Hospital entrance.
Requirements for the inclusion of architectural enhancements on all building
facades and parking structures, and requirements for enhanced perimeter
landscaping will further mitigate the visual impacts. For these reasons, the project
is expected to have a less -than -significant adverse impact on the visual character
of the area and the quality of the campus. Additionally, surrounding properties
(as well as others throughout the City) will benefit from those aspects of the
project identified in the Statement of Overriding Considerations.
C. Jeopardize, endanger, or otherwise constitute a menace to the public health,
safety, or general welfare.
Based on the existing and anticipated expansion of the hospital campus operations
at the HMNMH campus, no aspect of the proposed HMNMH Master Plan and
Development Agreement will jeopardize, endanger or otherwise constitute a
menace to the public health, safety or general welfare because multiple revisions
to the original master plan proposal have reduced a number of the land use,
traffic, noise and visual impacts as discussed in the September 2008 Revised
Draft EIR. The modifications to building and structure placement, building
orientation, building height, architectural fagade treatments, and enhanced
landscaping have resulted in a master plan project that has greater sensitivity to
neighboring residential properties and softens the visual change from these
neighborhoods. In addition, both the conditions of approval and the mitigation
measures tied to each component of project implementation will reduce impacts
resulting from the intensification of use.
4. The Development Agreement provides for clear and substantial public benefit to the City
and residents along with a schedule for delivery of the benefit.
Expansion of the hospital campus and healthcare services provides a clear and substantial
benefit to the City and its residents through the addition of 120 additional acute care
hospital beds plus new, needed medical services in cardiac care, neonatal and high risk
pregnancy care, intensive care and surgical care. The provision of street improvements
along the project frontage, including the addition of two bus turnouts and right -turn lanes,
will improve traffic operations. Also, the provision of additional right-of-way will
accommodate street improvements needed in the future. The Development Agreement
includes a phasing sequence for all proposed improvements on- and off-site to ensure the
delivery of specific services and public improvements, as further detailed in the
Statement of Overriding Considerations.
S. The project provides a sequence for the implementation of the project to be initiated and
completed within specified time periods.
Section 4.7.1 of the Development Agreement identifies a sequence for development of
the Master Plan and lists certain prerequisites for construction and operation of the
Inpatient Building, MOB 1, MOB 2 and MOB 3 to occur within a 15 -year timeframe.
Further, Development Agreement Sections 5.8, 5.9 and 7.3 provide the timing of
expanded medical services and payments to be delivered as part of project
implementation.
6. The construction of public fatalities required in conjunction with the development is
adequate to serve the development.
All public facilities and services required to support the development of the HMNMH
Master Plan have been required through the Conditions of Approval, the Mitigation
Monitoring and Reporting Program, and the Development Agreement. All improvements
will occur within,the 15 -year timeframe of the Master Plan and Development Agreement.
Section 7.3 of the Development Agreement secures additional right-of-way dedication,
street improvements, and funding to support the future realignment of McBean Parkway.
7. The Development Agreement provides specified conditions under which further
development not included in the agreement may occur.
Section 4.2 of the Development Agreement specifies the terms and conditions under
which further development not included in the agreement may occur.
8 As necessary, the Development Agreement requires a faithful performance bond or other
appropriate security in an amount deemed sufficient to guarantee the faithful
performance of specified terms, conditions, restrictions, and/or requirements of the
agreement.
All required improvements shall be constructed as part of the development of the site
pursuant to the Master Plan Conditions of Approval. Bonding for public improvements is
required under the project Conditions of Approval.
9. The project requires specified design criteria for the exteriors of buildings and other
structures, including signs.
The Master Plan entitlement includes Conditions of Approval (Conditions PL10 through
PL14) that require architectural design elements to be applied to all Master Plan buildings
and parking structures, as well as conditions related to roof -mounted equipment, trash
enclosures, and pedestrian areas. Condition PL6 requires that a comprehensive sign
program be prepared for the campus, consistent with the City's Sign Ordinance that
includes a unified theme and clear and concise wayfinding signage. Development
Agreement Section 4.5 requires the review and approval of the exterior elevations of any
project building or parking structure for a determination as to consistency with the
architecture of MOB 1 and PS 1, and a review of the Developer's compliance with its
obligations under the Agreement and findings of that review to the City Council.
10. The project requires special yards, open spaces, buffer areas, fences and walls,
landscaping, and parking facilities, including vehicular and pedestrian ingress and
egress:
The HMNMH Master Plan, as designed, establishes buffer areas and meets all applicable
Unified Development Code requirements related to parking, fences and walls,
ingress/egress and landscaping. In addition, the Master Plan entitlement includes
Conditions of Approval related to parking, landscaping, vehicular ingress/egress, and
pedestrian ingress/egress. The HMNMH Master Plan Project is incorporated by
reference into Development Agreement Section 4.
11. The project includes provisions to regulate nuisance factors such as noise, vibration,
smoke, dust, dirt, odors, gases, garbage, heat, and the prevention of glare or direct
illumination of adjacent properties.
The HMNMH Master Plan, as designed, establishes buffer areas and meets all applicable
Unified Development Code requirements to reduce or eliminate potential nuisance
factors. The Master Plan entitlement includes Conditions of Approval that require
compliance with the City's Noise Ordinance, lighting standards and ensures that on-site
trash collection facilities, trash diversion, construction -related grading activities, and
construction -related dirt hauling activities are conducted in a manner that meets City
requirements. Compliance with the Mitigation Monitoring and Reporting Program is also
required as part of the project approvals and will ensure that impacts related to air quality,
noise, light and glare, and on-site hazards are eliminated or reduced to the maximum
extent possible. The HMNMH Master Plan Project is incorporated by reference into
Development Agreement Section 4.
12. The project restricts characteristics of project operation adversely affecting normal
neighborhood schedules and functions on surrounding property.
The Master Plan entitlement includes Conditions of Approval that restrict the hours of
construction and require compliance with the City's Noise Ordinance. Per the Conditions
of Approval, off-site dirt hauling activities may not occur during peak hour traffic
periods. In addition, only one helipad may be in use at a time, unless there is a City -
declared emergency. Lighting of Master Plan facilities is required to comply with the
City's lighting standards to avoid impacts to neighboring residential properties. On-site
parking, including parking during construction periods, is conditioned to meet the City's
parking requirements as set forth in the City's Unified Development Code. Further,
parking for all existing medical office buildings will be upgraded to meet the City's
current parking ratios. The HMNMH Master Plan Project is incorporated by reference
into Development Agreement Section 4.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA CLARITA DOES
HEREBY ORDAIN AS FOLLOWS:
SECTION 1. The City Council hereby approves Development Agreement 06-001
(Exhibit A).
SECTION 2. This Ordinance shall become effective at 12:01 a.m. on the thirty-first day
after adoption.
SECTION 3. The City Clerk shall certify as to the passage of this Ordinance and cause it
to be published in the manner prescribed by law. Pursuant to Government Code section 65868.5,
the City Clerk shall also cause the Development Agreement to be recorded with the County
Recorder for the County of Los Angeles within ten days of the City entering into the
Development Agreement.
PASSED AND APPROVED this day of 52008.
lUV • �_
ATTEST:
CITY CLERK
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
I, Sharon L. Dawson, City Clerk of the City of Santa Clarita, do hereby certify that the
foregoing Ordinance No. was regularly introduced and placed upon its first reading at a
regular meeting of the City Council on the day of ,
2008. That thereafter, said Ordinance was duly adopted and passed at a regular meeting of the
City Council on the day of , 2008 by the following
vote, to wit:
AYES: COUNCILMEMBERS
NOES: COUNCILMEMBERS
ABSENT: COUNCILMEMBERS
CITY CLERK
EXHIBIT A TO ORDINANCE
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF SANTA CLARITA
HENRY MAYO NEWHALL MEMORIAL HOSPITAL
AND
G&L VALENCIA. LLC
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 ABOVE THIS LINE FOR RECORDER'S USE
EXHIBIT A
DEVELOPMENT AGREEMENT
by and between
THE CITY OF SANTA CLARITA
a municipal corporation
HENRY MAYO NEWHALL MEMORIAL HOSPITAL,
a California non-profit public benefit corporation
and
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 §65868.5
-------- --------------------------------------------------------------------------------------------- -- --- ---- - ---- ----
1
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 (11HMNMH11) 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.
B. The Hospital is the owner of certain' real property located in the City of Santa
Clarita, County of Los Angeles, State of California, that is legally described in Exhibit "A" to
this Agreement and is diagramed on Exhibit "C" to, this Agreement (the "HMNMH Property").
G&L is the owner of certain real property, immediately adjacent to the HMNMH Property,
located in the City of Santa Clarita, County of Los Angeles, State of California, that is legally
described in Exhibit `B" to the Agreement and is diagrammed on Exhibit "C" to this Agreement
(the "G&L Property"). The HMNMH Property and the G&L Property are sometimes
collectively referred to as the "Campus Property". The Campus Property contains
approximately 30.4 acres.
C. As of the Effective Date (as hereinafter defined) of this Agreement:
(1) Existing Campus Facilities & Operations
HMNMH is a full-service community hospital that provides advanced life
support services on approximately 30.4 acres of land. A number of medical office
buildings, both on- and off-site, provide support to the hospital facility.
Currently, there are six existing medical office buildings, along with the
foundation building.
Specifically, the existing 340,071 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. A
basement expansion totals 5,286 square feet.
(b) The Nursing Pavilion totals 63,800 square feet with a maximum
capacity of 109 beds.
(c) The Mechanical Plant and Facilities Building comprise 11,703
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 96,160 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) Constructed Improvements.
Certain improvements recently have been constructed (collectively, the
"Constructed Improvements"), including: (a) the construction of a new
facilities building; and (b) a remodel of the plant engineering building.
The Current Improvements and the Constructed Improvements, 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 new square feet of additional inpatient, outpatient, medical office and
associated medical facilities and a new central plant building, as well as the provision of
adequate parking facilities (the "Project") in order to provide enhanced inpatient and outpatient
treatment capacity:
(1) An Application for a Master Plan (the "Master Plan") pursuant to Santa
Clarita Municipal Code Section 17.03.025.
(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
the Project along with the maximum heights for each are depicted on the site plan that is attached
DEVELOPMENT AGREEMENT
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
"MOB 1", "MOB2" and "MOB3" 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", "PS2", "PS3", and "PS4" on the Site Plan. The "Medical Buildings" consist of the
three medical buildings labeled as "MOBI", "MOB2" and "MOBS" on the Site Plan.
F. The Project is more fully described in the Henry Mayo Newhall Memorial
Hospital Master Plan Final Environmental Impact Report (the "EIR") prepared by RBF
Consulting pursuant to the requirements of the California Environmental Quality Act (Public
Resources Code Section 21000 et sec.) and the Guidelines thereunder (14 California Code of
Regulations Section 15000, et seq. (collectively, "CEQA").
G. Based upon representations of the Developer, the new Inpatient Building and
three new Medical Buildings contemplated as Project Improvements will allow HMNMH to
provide expanded and additional medical services not currently provided on the Campus
Property.
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 Clarita Code, and the City Council has 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 other ordinances, resolutions,
rules, regulations, laws, plans and policies applicable to the Campus Project, and (iii) in the best
interest of the health, safety and general welfare of the City, its residents, and the general public.
I. On February 6, 2007, 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 (c) adopt a Statement of Overriding Considerations pursuant to Section 21081(a)(3) of
CEQA with respect to Aesthetic, Light and Glare, Traffic and Circulation, Solid Waste and Air
Quality. 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 Solid Waste, Air Quality, Cumulative Global
Climate Change and Construction Noise;
DEVELOPMENT AGREEMENT
(2) Resolution No. , approving the Master Plan with the
Conditions of Approval that are attached as Exhibit "A" thereto (the
"Conditions of Approval"); 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 full-service community hospital. It is the only hospital in the
Santa Clarita Valley and serves a population of more than 250,000 people within a 680 square -
mile trauma service area. The Hospital currently operates the only 24-hour Emergency
Department and trauina service in the Santa Clanta 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 -tern employment opportunities in high paying healthcare
jobs to add to the 1,200 people ciurrently employed by HMNMH, 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 pennanent
physical assets for emergency services; and (7) otherwise achieve the goals and purposes for
which Government Code Sections 65864 et seq., 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.
NOW, 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 terns 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
DEVELOPMENT AGREEMENT
their respective assigns and other successors in interest. Nothing in this Agreement is
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 or as specified in Section 4.4, 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 tenns 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 the Ordinance approving 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, maximum lot coverage, building setbacks and stepbacks,
landscaping, exactions and dedications, and design criteria. In the event of any conflict between
the provisions in this Agreement, the Project Approvals and the City Requirements, such conflict
shall be resolved in the following order of priority: (i) first, this Agreement; (ii) then, the Project
Approvals; and (iii) finally, the City Requirements. Notwithstanding the foregoing, Applicable
Rules shall include building code provisions in effect at the time of construction and subdivision
map act provisions in effect at the time of any map application submittal. The rules of the City
as of the Effective Date shall be subject to the reasonable interpretation of the City's Director of
Community Development.
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
DEVELOPMENT AGREEMENT
have the right to appeal the determination of the City Manager to the Planning Commission and
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 unless otherwise 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 of any permitted Project
Improvements;
4.2.3 Any amendment or change requiring a subsequent or supplemental
environmental impact report pursuant to CEQA.
4.2.4 Any reduction in the minimum building setbacks and stepbacks for
any of the Project Improvements.
4.2.5 Any increase in 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 Project 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, and to the extent any such application is inconsistent with this Agreement, such
application shall include an application to amend this Agreement.
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,
DEVELOPMENT AGREEMENT
recommendations, appeals and any other matter of procedure, provided
that the City's Director of Community Development makes an affirmative
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 necessary to 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 County of Los Angeles, State of
California and the United States of America applicable to the Project,
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 to the Developer
the substantive benefits of this Agreement.
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 City Council. 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 Discretionary Approvals. The development of the Project for specified
allowable uses and as described in this Agreement shall require no subsequent discretionary
approvals 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 detennination as to consistency with the
architecture of MOB 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
DEVELOPMENT AGREEMENT
for MOB2/PS2 or MOB3/PS3, as applicable, shall not be issued until Developer cures or corrects
the items of non-compliance.
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 43 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.
4.7 Timing of Construction of Project Improvements.
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 table below are
met:
Prior To: Developer Must:
Issuance of a Certificate of Occupancy for
MOBI
Complete the construction of the traffic
mitigation improvements identified in the EIR
(collectively, the "Traffic Mitigation
Improvements") that are listed in Paragraph 1
on Exhibit "F" attached hereto.
Complete the construction of the Realignment
Improvements (as hereinafter defined) that are
listed in Paragraph 1 on Exhibit "K" attached
hereto.
Obtain the issuance of a Certificate of
Occupancy for PSI.
Complete all (i) Conditions of Approval that
are required for the construction of MOB 1 and
PSI, and (ii) CEQA mitigation measures
identified in the EIR that are associated with
the construction of MOB 1 and PSI.
DEVELOPMENT AGREEMENT
Issuance of a Certificate of Occupancy for the
Obtain the issuance of Certificates of
Inpatient Building
Occupancy for PSI and MOB 1.
Complete the construction of the Traffic
9
Mitigation Improvements that are listed in
Paragraph 2 on Exhibit "F" attached hereto.
Complete the construction of the Realignment
Improvements that are listed in Paragraph 2 on
Exhibit "K" attached hereto.
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.
Complete all (i) Conditions of Approval that
are required 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.
Issuance of a Building Permit for MOB2
Obtain the issuance of Certificates of
Occupancy for PS 1 and MOB 1.
Complete the relocation of hospital functions
into MOB1 as specified in Section 5.6 herein.
Provide City with written verification that
plans for the Inpatient Building have been
submitted to OSHPD for approval.
Issuance of a Certificate of Occupancy for
Provide City Required Parking on the Campus
MOB2
Property for (i) the Existing Improvements, (ii)
any Prior Project Buildings and (iii) MOB2.
Complete the construction of the Traffic
Mitigation hnprovements that are listed in
Paragraph 2 on Exhibit "F" attached hereto.
Complete the construction of the Realignment
Improvements that are listed in Paragraphs 2
and 3 on Exhibit "K" attached hereto.
DEVELOPMENT AGREEMENT
DEVELOPMENT AGREEMENT
Complete all (i) Conditions of Approval that
are required 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.
Issuance of a Certificate of Occupancy for
MOB2 shall be conditioned on Developer
providing written documentation to the City
Council that 20% of MOB2's leasable space
has been leased to HMNMH for Centers of
Excellence (as hereinafter defined) or other
hospital -related uses.
Issuance of a Building Permit for MOB 3
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.
Complete the construction of the Traffic
Mitigation Improvements that are listed in
Paragraph 2 on Exhibit "F" attached hereto.
Complete the construction of the Realignment
Improvements that are listed in Paragraphs 2
and 3 on Exhibit "K" attached hereto.
Foundations for the Inpatient Building shall be
substantially complete. In addition, either
vertical steel rebar must be in place for the first
structural column section or, if a steel
structural frame is to be used, the first vertical
steel column section must be in place.
Obtain issuance of a building pen -nit for PS3
and provide written documentation satisfactory
to the Director of Community Development
that, upon issuance of a Certificate of
Occupancy for PS3, Developer shall provide
City Required 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
DEVELOPMENT AGREEMENT
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 Exhibit "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.
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 Additional Subterranean 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 (the "Additional Subterranean
Spaces"), without the necessity of an amendment to this Agreement or the modification of the
Project Approvals, unless the exportation of dirt required for any such Additional Subterranean
Spaces shall cause the aggregate cubic yards of dirt export in connection with the development
of the Project to exceed 93,293 cubic yards. 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:
5.1 all Existing Improvements on the G&L Property and any Project Buildings
developed on the G&L Property during the Tenn of this Agreement shall be used solely for the
DEVELOPMENT AGREEMENT
of a certificate of occupancy for MOBS that a
certificate of occupancy has been issued for
PS3.
Issuance of a Certificate of Occupancy for
Complete all (i) Conditions of Approval that
MOB3
are required for the construction of MOB3, and
(ii) CEQA mitigation measures identified in
the EIR that are associated with the
construction of MOB3.
Complete the Traffic Mitigation Improvement
that is listed in Paragraph 4 on Exhibit "F"
attached hereto.
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 Exhibit "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.
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 Additional Subterranean 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 (the "Additional Subterranean
Spaces"), without the necessity of an amendment to this Agreement or the modification of the
Project Approvals, unless the exportation of dirt required for any such Additional Subterranean
Spaces shall cause the aggregate cubic yards of dirt export in connection with the development
of the Project to exceed 93,293 cubic yards. 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:
5.1 all Existing Improvements on the G&L Property and any Project Buildings
developed on the G&L Property during the Tenn of this Agreement shall be used solely for the
DEVELOPMENT AGREEMENT
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 Tenn 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 refusal 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 Exhibit "I"; and
5.5 The HMNMH Property and buildings located thereon (including the
Existing Improvements thereon and the Inpatient Building, but excluding M0131) shall be
limited to hospital and hospital -related uses during the Term of this Agreement.
5.6 HMNMH shall relocate some or all of the following hospital functions to
MOB1: administration, nursing administration, human resources, 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 management, 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
MOB 1 as part of the initial occupancy/leasing of MOB 1.
5.7 Except for the Existing Gated Areas (as hereinafter defined) or as
otherwise provided in the Conditions of Approval, 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:
5.8.1 A 50% increase in the current number of intensive care beds from
DEVELOPMENT AGREEMENT
12 beds to 18 beds in an improved critical care center, to be located in the
current Hospital facility within two years after issuance of a certificate of
occupancy of MOB I.
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 Inpatient Building within two years
following the issuance of the certificate of occupancy for the Inpatient
Building.
5.8.4 A minimum 50% increase 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
for 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
services are able to be moved to the new Medical Buildings, or otherwise
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
Inpatient 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 1.
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
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
DEVELOPMENT AGREEMENT
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. Parkin . During the Term of this Agreement, Developer shall not (i) gate any
entrances to surface parking areas (other than the Existing Gated Areas for physician parking) or
Parking Structures on the Campus Property or (ii) charge any patients or visitors for parking on
the Campus Property unless: (a) in the case of any proposed gating of parking entrances,
Developer hereafter files an application with the City for a minor use permit of such gating,
which application must be submitted to the City Council for its review and approval; and (b) in
the case that Developer hereafter proposes to charge patients or visitors for parking on the
Campus Property, Developer files an application with the City for approval of the right to
institute such parking charges, which application must be submitted to the City Council for its
review and approval. In conjunction with filing an application under either clause (a) or (b)
above, such application shall be accompanied by a study that analyzes the potential impacts and
benefits of the proposed actions that are the subject of the application The term "Existing
Gated Areas" means: (x) the existing surface lot for physician parking located adjacent to the
north side of the new emergency room for the Hospital, which contains 25 parking spaces; and
(y) the existing surface lot for physician parking located adjacent to the west side of the main
Hospital building, which contains 24 parking spaces.
7. Exactions, Dedications, Assessments, Fees, Reservations Dedications and Public
Improvements.
7.1 Bridge and Thoroughfare District Fees. For purposes of this Agreement,
the term "B&T Fees" means any Bridge and Thoroughfare District Fees that are established
pursuant to Santa Clarita Code Section 16.21.190. During the Term of this Agreement,
Developer shall 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
section 7.3 herein, and 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, (c)
the Traffic Mitigation hnprovements set forth on Exhibits "F" and "K", (d) the obligations of
Developer under Section 7.3, and (e) 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
DEVELOPMENT AGREEMENT
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 Realignment and Widenine� of McBean Parkway, The City desires to
widen and realign McBean Parkway in the future in order to improve overall traffic circulation
(the "McBean Frontage Realignment"). The City has requested that the Developer assist the
City's efforts to effectuate the McBean Frontage Realignment. Consistent with Santa Clarita
Municipal Code section 17.03.010(E)(4) (requirement that a development agreement provide for
clear and substantial public benefit) and in addition to the other public benefits provided by
Developer herein, Developer further agrees to provide assistance toward the McBean Frontage
Realignment by taking the following actions and providing the following payments and
dedications, pursuant to the terms and conditions set forth below:
7.3.1 Prior to the issuance of the building pen -nit for MOB 1 or PSI,
Developer shall dedicate to the City, at no cost to the City, the portion of
the Campus Property that fronts McBean Parkway which is depicted and
legally described on Exhibit "J" to this Agreement for use by the City as
right-of-way for the future McBean Frontage Realignment (the
"Dedicated Area").
7.3.2 In addition to the required Traffic Mitigation Improvements listed
on Exhibit "F" to this Agreement, Developer also shall complete the
construction of the street improvements to McBean Parkway listed on
Exhibit "K" to this Agreement (collectively, the "Realignment
Improvements"), as and when required under Section 4.7 and Exhibit
"K", at the respective locations and configurations (collectively, the
"Designated Configuration") shown on that certain preliminary
engineering plan depicting the McBean Frontage Realignment, prepared
by DCA Engineers, dated July 24, 2008 (the "Frontage Design Plan"),
which is attached as Exhibit "L" to this Agreement. The Frontage Design
Plan has been reviewed by the City. Exhibit F to this Agreement sets forth
the traffic improvements imposed by the City as mitigation measures
pursuant to the EIR, which are to be performed by Developer as provided
therein. Exhibit K sets forth the Realignment Improvements which
Developer has agreed to perform pursuant to this Agreement Prior to the
issuance by the City of any permit required for the construction of any
Realignment Improvement, Developer shall submit to the City, for its
review and approval, detailed street improvement plans for such
Realignment Improvement based upon the Frontage Design Plan,
7.3.3 On or prior to the fifth (5`h) anniversary of the Effective Date,
Developer shall pay to the City the sum of $500,000 to be utilized by the
DEVELOPMENT AGREEMENT
City for the McBean Frontage Realignment.
In the event that the McBean Frontage Realignment is a project that is or becomes eligible for
the use of B&T Fees pursuant to Santa Clarita Code Section 16.21.190 , Developer shall be
entitled to a credit against the B&T Fee for eligible out-of-pocket costs as (as determined by the
rules and regulations governing such credits that are then generally in effect in the City) for (i)
those Traffic Mitigation Improvements described on Exhibit F as items 1(a) and 2(a), and (ii)
those Realignment Improvements described on Exhibit K as items 1(d), 2(a) and 2(b), that are
incurred by Developer.
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 residential 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" or "K" to this Agreement.
Cooperation and Implementation by the City and Developer.
8.1 Processing. 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, grading plans, building plans and specifications
and any other plans necessary for the development of the Project and the is of all
necessary building pen -nits, occupancy certificates, or other required permits for the construction,
use, and occupancy 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 to 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 Goverrunental Permits. City agrees to cooperate with Developer in
Developer's endeavors to obtain pen -nits 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 therefor from Developer.
9. Tenn of Agreement. This Agreement shall be binding as and when the ordinance
approving this Agreement has been approved by the City Council and the Agreement has been
executed by the City and Developer, and shall remain in effect until the fifteenth (15"')
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
DEVELOPMENT AGREEMENT
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. Vestin .
10.1 Existing Rules to Govern. Except as otherwise provided in this
Agreement, no amendment to, revision of, or addition to any of the 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, or by the people of the City through charter
amendment, referendum or initiative measure, shall be effective 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 Term (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 Subsequent "Slow/No Growth" Measures. To the fullest extent legally
permissible, any subsequently 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 to or by operation have such effect, shall have no application to the Project.
11. OSHPD Re lgu ations: 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 Code 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" as defined in California Health and Safety Code Sections 129675-129680 and
Section 7-111 of Part 1, 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.
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
DEVELOPMENT AGREEMENT
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 Mortgagee: Right 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 claim by such Party 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) for a period of ninety (90) days after the
receipt of such notice from such Party to cure or remedy, or to commence to cure or remedy, the
claimed default or act of noncompliance set forth 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 obligated to) seek to obtain possession with diligence and continuity
through foreclosure, a receiver or otherwise, and may (but is not obligated to) thereafter remedy
or cure the default or noncompliance 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 (3 0) 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.
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
DEVELOPMENT AGREEMENT
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 of a 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,
14.1.2 In the case of a monetary Default by Developer, Developer shall
promptly commence to cure the identified Default and shall complete the
cure of such Default within ten (10) business days after receipt by
Developer of the Notice of Default. In the case of a non-monetaryDefault
by either party, the alleged defaulting party shall promptly commence to
cure the identified Default and shall complete the cure within thirty (30)
days after receipt of the Notice of Default. The thirty (30) day cure period
for a non -monetary Default shall be extended as is reasonably necessary to
remedy such Default, provided that the alleged defaulting party
commences such cure promptly after receiving the Notice of Default and
continuously and diligently pursues such remedy at all times until such
Default is cured.
14.2 Remedies for Monetary Default. In the event of Default by Developer in
the performance of any of its monetary obligations under this Agreement which remains uncured
(i) ten (10) business days after receipt by Developer of a written notice of default from the City
and (ii) after 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
City shall have available any right or remedy provided in this Agreement, at law or in equity.
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 Remedies for Non -Monetary Default,
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
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 monetary damages and
DEVELOPMENT AGREEMENT
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 hereby stipulate that Developer shall be
entitled to obtain relief in the form of a writ of mandate in accordance with
Code of Civil Procedure Section 1085 or Section 1094.5, as appropriate, to
remedy any non -monetary Default by the City of its obligations and duties
under this Agreement.
14.3.4 Neither the City nor Developer shall have the right to sue for
monetary damages as a result of a non -monetary Default under this
Agreement.
14.4 Termination of Agreement by City.
14.4.1 In the event that (i) the City finds and determines pursuant to
Section 12, on the basis of substantial evidence, that Developer has not
been in good faith compliance with the terms and conditions of this
Agreement, or (b) the City finds and determines that there has been a
Default by'Developer of its obligations under this Agreement, the City
may commence proceedings to terminate this Agreement pursuant to this
Section 14.4,
14.4.2 The procedures for termination of this Agreement by the City for
the grounds 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 (3 1) days after delivery of the
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
DEVELOPMENT AGREEMENT
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. Proiect Approvals Independent. If any provision of this Agreement or the
application of any provision of this Agreement to a particular situation is held by a court of
competent jurisdiction to be invalid or unenforceable, or if this Agreement is terminated for any
reason, then such invalidity, unenforceability or termination of this Agreement, or any part
hereof, shall not affect the validity or effectiveness of any Project Approvals or land use
approvals' which have been issued or granted by the City prior to that time. In such cases, such
Project Approvals or land use approvals will remain in effect pursuant to their own terms,
provisions, and conditions of approval.
16. Required Actions 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. Assignment, 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 the Project subject only to the City's written approval of the assignee or
transferee, which shall not 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 snail 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
Party may provide to the other from time to time:
DEVELOPMENT AGREEMENT
If to the City:
City of Santa Clarita
23920 Valencia Boulevard, Suite 300
Santa Clarita, California 91355
Attention: City Manager
If to the Hospital:
With a copy to:
Burke, Williams & Sorensen
611 West Sixth Street, Suite 2500
Los Angeles, California 90017
Attention: Carl K. Newton, City Attorney
With a copy to:
Henry Mayo Newhall Memorial Hospital Hooper, Lundy and Bookman, Inc.
23845 McBean Parkway 101 West Broadway, Suite 1330
Valencia, CA 91355 San Diego, CA 92101-3890
Attention: Roger E. Seaver, President & CEO Attention, Stephen Treadgold, Esq.
If to G&L:
G&L Valencia, LLC
439 Bedford Drive
Beverly Hills, CA 90210
Attention: Steven D. Lebowitz
With a copy to:
Law Offices of Richard A. Lawrence
2815 Townsgate Road, Suite 140
Westlake Village, CA 91361
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
California Govennnent Code; provided, however, that any amendment which does not relate to
the Term, permitted uses, density or intensity of use, height or size of Project Improvements,
provisions for reservation and 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
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
DEVELOPMENT AGREEMENT
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. Every person 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 every provision contained herein, whether
or not any reference to this Agreement is contained in the 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 when each Party signs each such counterpart.
27. 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.
28. Determinations. Whenever in this Agreement the consent or approval of any
party to this Agreement is 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.
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 ETR 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)
DEVELOPMENT AGREEMENT
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 not 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.
30. Estoppel Certificate. Either party may, at any time, and from time to time, (but no
more frequently than 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 amended 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
forrn 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.
31. Authorized Delays, Performance by any Party of its obligations hereunder
shall be excused during any period of Excusable Delay, as hereinafter defined, provided that the
Party claiming the delay gives 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
DEVELOPMENT AGREEMENT
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 to 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, or any other action
necessary for development of the Project. Except for an Excusable Delay under clause (i) above,
the payment of fees or monies by Developer under this Agreement shall not be excused or
delayed dunng any period of Excusable Delay.
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 staff 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 to the same deadlines. The Developer shall not seek judicial review
of any staff decision without first having exhausted its remedies pursuant to this section.
SIGNATURES ON THE FOLLOWING PAGES
DEVELOPMENT AGREEMENT
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.
"City"
CITY OF SANTA CLARITA
a municipal corporation
Dated:
ATTEST:
Sharon Dawson
City Clerk
_,2008
APPROVED AS TO FORM:
City Attorney
Dated: ali &- -3-L, 2008
B v:
Ken Pulskamp
City Manager
"HMNMH"
Henry Mayo Newhall Memorial Hospital,
a California non-profit public benefit corporation
By: 2"
kogerk. Seaver
President/CEO
I
DEVELOPMENT AGREEMENT
8n108 _ Page 26 of 27
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of
On ��- �.�%'� before me,
Date Here Insen Name and TtBe of 1ne ollicef
personally appeared &IAy-r Pg�'a r'
CATW RCMARDSON
Cpmir1rdoon 8 1677590
L@�My
Notary Pubtlo - CoRtomio
LOS Ang®1es County
Comm, ftpbm -hd 21, 201
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my and and offlcia seal.
i
Place Notary Seal Above 54ra of Notary Publ,r.
OPTIONAL '�
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capacity(les) Claimed by Signer(s)
Number of Pages:
Signer's Name
Signer's Name:
U Individual
71 Individual
Corporate Officer— Title(s):
. 1 Corporate Officer — Tltle(s).
'� Partner — -1 Limped =_, General
-A Partner —1I Limited 0 General _
D Attorney in Fact
_ Attorney in Fact
MIN
Trustee
Top of Ihumt) here
,_ Trustee
Top of thumb hore
Guardian or Conservator
= Guardian or Conservator
Other
- Other.
Signer Is Representing.
Signer Is Representing:
4x2007 National Notary Associallon- 9350 De Soto Ave PO B=2402- Chatsworth, CA 91313.2402- wwvi.Nationa[Notaryorg Item 05907 Reorder Call Toll -Free 1.800-8766827
Dated: uy\�tC b7�, 2008
"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
By:
eve . Lebowitz
Its: Member
DEVELOPMENT AGREEMENT
an/os Page 27 of 27
ACKNOWLEDGMENT
State of California )
County of L )
Ij
On �At>V e o) fie✓ 5 2008, before me, � "Ul I� i' personally
appeared _aA- Vr vl -n l e,bow IJ -7_, who proved to me oh the basis of satisfactory
evidence to be the person(s) whose name(*-) isAfe subscribed to the within instrument and
acknowledged to me that he/sheAhey executed the same in hisAier*wir capacity(ies),
and that by his/bxzAheir signature(s}on the instrument the person(}, or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal. HAEN ttT1lE
1 Signature
i
C nwrAWn i 1697623
%VNotay Public - CaNcaft
L= NVMN CCU*
IMVCaMPFIrN Oc131, 201
(Seal)
EXHIBIT G0A"
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 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 MC BEAN
PARKWAY, 100.00 FEET WIDE AND SAID CURVE, A RADIAL LINE TO SAID CURVE
BEARS NORTH 41 DEGREES 08 MINUTES 36 SECONDS WEST; THENCE
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 21
DEGREES 31 MINUTES 28 SECONDS FOR AN ARC LENGTH OF 732.56 FEET TO THE
POINT OF BEGINNING FOR THIS DESCRIPTION.
EXHIBIT "A"
8/7/08 TO DEVELOPMENT AGREEM ENT
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 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 ' 44 SECONDS EAST, 103.96 FEET; THENCE
SOUTH 42 DEGREES 24 MINUTEST 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 MC BEAN PARKWAY, 100.00 FEET WIDE AND SAID
CURVE, A RADIAL LINE TO SAID CURVE BEARS NORTH 41 DEGREES 08
MINUTES 36 SECONDS WEST; THENCE SOUTHWESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 2'1 DEGREES 31 MINUTES 28 SECONDS FOR AN
ARC LENGTH OF 732.56 FEET TO THE POINT OF BEGINNING FOR THIS
DESCRIPTION.
EXHIBIT "B"
8n/o8 TO DEVELOPMENT AGREEMENT
EXHIBIT "C"
Map of Campus Property
The Map of the Campus Property is on the following page
EXHIBIT "C"
8/7/08 TO DEVELOPMENT AGREEMENT
EXHIBIT "D"
Existing Improvements
A Site Plan of the Campus Property depicting the Existing Improvements
is on the following page.
EXHIBIT "D"
8/7/0$ TO DEVELOPMENT AGREEMENT
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EXHIBIT "E"
Master Plan
The Master Plan for the Campus Property depicting the Project Improvements
is on the following page.
EXHIBIT "E"
8/7/08 TO DEVELOPMENT AGREEMENT
EXRIBIT "F"
EIR Traffic Mitigation Improvements
1. Prior to Issuance of the Certificate of Occupancy for MOB1. The following traffic
mitigations set forth in the ETR must be completed by Developer prior to the issuance by the City
of a Certificate of Occupancy for MOBI:
(a) McBean Parkway at Magic Mountain (Intersection #45): Add a third through
lane to the westbound direction (by re -striping the lanes) and add right -turn overlap
phasing for the westbound right -turn movement (by signal modification).
(b) Orchard Village Road at Wiley Canyon Road (Intersection #54): Add a
separate northbound right -tum lane with right -turn overlap phasing (within existing right-
of-way between Wiley Canyon Road and the Santa Clara River South Fork Bridge).
(c) Orchard Village Road at McBean Parkway (Intersection #55): Widen the
southbound approach at the main driveway into the Campus Property to allow for a left -
turn lane and a second through lane.
2. Prior to Issuance of the Certificate of Occupancy for either the Inpatient BuildinL,
or MOB2. The following traffic mitigations set forth in the EIR must be completed by
Developer prior to the issuance by the City of a Certificate of Occupancy for either the Inpatient
Building or MOB2:
(a) McBean Parkway at Magic Mountain Parkway (Intersection #45): Add a
third through lane for eastbound direction (by re -striping the lanes).
(b) Orchard Village Road at McBean Parkway (Intersection #55): Add a
separate westbound right -turn lane for access to the Campus Property and a separate
southbound right -turn lane at the main driveway to the Campus Property.
(c) Valencia Boulevard at Magic Mountain Parkway (Intersection #57):' Add a
second westbound left -turn lane by removing the existing right -turn lane (by re -striping
the westbound approach as a mirror image of the existing eastbound approach).
3. Prior to Issuance of Building Permit for MOB3. Satisfy the requirements of EIR
mitigation measures TR7 and TR8.
4. Prior to Issuance of Certificate of Occupancy for MOB3 The following mitigations
set forth in the EIR must be' completed prior to issuance by the City of a Certificate of
Occupancy for MOBS:
(a) Orchard Village Road at McBean Parkway (Intersection #55): Restripe the
hospital driveway to reconfigure the first through lane to be a shared left turn/through lane.
EXHIBIT 7"
8n108 TO DEVELOPMENT AGREEMENT
EXHIBIT G°G"
City Required Parking
The chart of the City Required Parking is on the following page.
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EXHIBIT "G"
8/7/08 TO DEVELOPMENT AGREEMENT
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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 terms 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, HMNM11'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 tennination,
G&L may then lease the Specific First -Offer Space to any tenant, subject to the provisions of Section
5 2 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 hundred 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 HMNMH pursuant to the procedures set forth
above in this Exhibit "H".
EXHIBIT "H"
8/7/08 TO DEVELOPMENT AGREEMENT
13- u 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%) of the purchase price set forth in the Offer
Terms, G&L will provide HMNMH with a right of first offer on the revised terms (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 set forth 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.
EXHIBIT "I"
anion TO DEVELOPMENT AGREEMENT
EXHIBIT "J"
Depiction and Description of Dedicated Area
Maps depicting the Dedicated Area and legal descriptions of the Dedicated Area are on the
following pages
I/
EXHIBIT "J"
8n/og TO DEVELOPMENT AGREEMENT
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P.O.B. = MOST S'LY SW CORNER, "PARCEL 1" PER LEGAL DESCRIPTION
EXHIBIT MAP TO ACCOMPANY LEGAL -
DESCRIPTION FOR STREET DEDICATION 17625 Crenshaw Blvd., Ste. 300
SCALE. DATE: CIVIL Torrance, California 90504
NOT TO SCALE 07/10/08 DC ENGINEERING Tel: (310) 327-0018
OB NO,. „^ , — — 2___ (,Rill IQ FaxJ(310)327-0175
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P.O.B. = MOST S'LY SW CORNER, "PARCEL 1" PER LEGAL DESCRIPTION
EXHIBIT MAP TO ACCOMPANY LEGAL -
DESCRIPTION FOR STREET DEDICATION 17625 Crenshaw Blvd., Ste. 300
SCALE. DATE: CIVIL Torrance, California 90504
NOT TO SCALE 07/10/08 DC ENGINEERING Tel: (310) 327-0018
OB NO,. „^ , — — 2___ (,Rill IQ FaxJ(310)327-0175
EXHIBIT JI
LEGAL DESCRIPTION FOR STREET DEDICATION
HOSPITAL PARCEL
THAT PORTION OF "PROPOSED PARCEL V, HEREINAFTER KNOWN AS "PARCEL V,
OF THAT CERTAIN "CERTIFICATE OF COMPLIANCE", IN THE CITY OF SANTA
CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS RECORDED
OCTOBER 7, 2004 AS INSTRUMENT N0, 04-2587647, OF OFFICIAL RECORDS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS;
BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID PARCEL 1,
SAID SOUTHWEST CORNER BEING THE SOUTHERLY TERMINUS OF THE
WESTERLY LINE OF SAID PARCEL 1 SHOWN AS HAVING A BEARING AND
DISTANCE OF SOUTH 03E50'00" EAST 21.88 FEET ON EXHIBIT `B" OF SAID
CERTIFICATE OF COMPLIANCE; THENCE ALONG SAID WESTERLY LINE OF
PARCEL 1, NORTH 03E50'00" WEST, 16.79 FEET; THENCE LEAVING SAID WESTERLY
LINE ON A LINE, HEREINAFTER KNOWN AS "LINE— A", BEARING NORTH
41 E44'49"EAST, A DISTANCE OF 95.82 FEET TO A POINT ON A NON—TANGENT
CURVE, HEREAFTER KNOWN AS "CURVE—A", CONCAVE NORTHWESTERLY,
HAVING A RADIUS OF 1988.33 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH
43E22'48" EAST; THENCE NORTHEASTERLY ALONG SAID "CURVE—A" AN ARC
DISTANCE OF 250.97 FEET THROUGH A CENTRAL ANGLE OF 07E13'55" TO A POINT
ON A NON—TANGENT CURVE, HEREAFTER KNOWN AS "CURVE—B", CONCAVE
NORTHWESTERLY, HAVING A RADIUS OF 1372.66 FEET, A RADIAL LINE TO SAID
POINT BEARS SOUTH 49E56'48" EAST, THENCE NORTHEASTERLY ALONG SAID
"CURVE—B" AN ARC DISTANCE OF 40.68 FEET THROUGH A CENTRAL ANGLE OF
O1E41'53" TO A POINT ON A NON—TANGENT CURVE, HEREINAFTER KNOWN AS
s "CURVE—C", CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1081.49 FEET, A
RADIAL LINE TO SAID POINT BEARS NORTH 48E53'28" WEST; THENCE
NORTHEASTERLY ALONG SAID "CURVE—C" AN ARC DISTANCE OF 72.13 FEET
THROUGH A CENTRAL ANGLE OF 03E49'17" TO A POINT ON A NON—TANGENT
CURVE, HEREINAFTER KNOWN AS "CURVE—D", CONCAVE NORTHWESTERLY,
HAVING A RADIUS OF 1935.52 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH
55E01'04" EAST; THENCE NORTHEASTERLY ALONG SAID "CURVE—D"AN ARC
DISTANCE OF 448.66 FEET THROUGH A CENTRAL ANGLE OF 13E1653" TO A POINT
ON A NON—TANGENT _ LINE,__HEREINAPTER_ KNOWN---AS—"L—INE—B'% --HAVING —A — — — - — —
EXHIBIT .Y1
LEGAL DESCRIPTION FOR STREET DEDICATION
HOSPITAL PARCEL
BEARING NORTH 13E04'17" EAST; THENCE ALONG SAID "LINE -B", NORTH 13E04117"
EAST, 14.84 FEET
TO A POINT ON A NON -TANGENT CURVE, HEREINAFTER KNOWN AS "CURVE -E",
CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 284.87 FEET, A RADIAL LINE
TO SAID POINT BEARS NORTH 75E45'53" WEST; THENCE NORTHEASTERLY ALONG
SAID "CURVE -E" AN ARC DISTANCE OF 41.08 FEET THROUGH A CENTRAL ANGLE
OF 08E15'41" TO A POINT ON A NON -TANGENT LINE, HEREINAFTER KNOWN AS
"LINE -C", HAVING A BEARING NORTH 19E02'28" EAST; THENCE ALONG SAID
"LINE -C", NORTH 19E02'28" EAST, 69.75 FEET TO A POINT ON A NON -TANGENT
CURVE, HEREINAFTER KNOWN AS "CURVE -F", CONCAVE SOUTHEASTERLY,
HAVING A RADIUS OF 196.33 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH
72E08'20" WEST; THENCE NORTHEASTERLY ALONG SAID "CURVE -F" AN ARC
DISTANCE OF 30.46 FEET THROUGH A CENTRAL ANGLE OF 08E53'16" TO A POINT
ON A NON -TANGENT LINE, HEREINAFTER KNOWN AS "LINE -D", HAVING A
BEARING NORTH 27E17'08" EAST; THENCE ALONG SAID "LINE -D", NORTH
27E17'08" EAST, 7.75 FEET TO A POINT ON A NON -TANGENT CURVE, HEREINAFTER
KNOWN AS "CURVE -G", CONCAVE NORTHWESTERLY, HAVING A RADIUS OF
1970.03 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 73E09'51" EAST;
THENCE NORTHEASTERLY ALONG SAID "CURVE -G" AN ARC DISTANCE OF 163.32
FEET THROUGH A CENTRAL ANGLE OF 04E45'00" TO A POINT ON A NON -
TANGENT LINE, HEREINAFTER KNOWN AS "LINE -E", HAVING A BEARING SOUTH
77E55'46" EAST, SAID "LINE -E" BEING THE NORTHEAST LINE OF SAID PARCEL 1,
THENCE ALONG SAID "LINE -E", SOUTH 77E55'46" EAST, 7.99 FEET TO A POINT ON A
NON -TANGENT CURVE, HEREINAFTER KNOWN AS "CURVE -H", CONCAVE
NORTHWESTERLY HAVING A RADIUS OF 1950.00 FEET, SAID "CURVE -H" BEING A
SOUTHEAST LINE OF SAID PARCEL 1, A RADIAL LINE TO SAID POINT BEARS
SOUTH 77E55'46" EAST; THENCE SOUTHWESTERLY ALONG SAID "CURVE -H" AN
ARC DISTANCE OF 1251.98 FEET THROUGH A CENTRAL ANGLE OF 36E47'10" TO
THE POINT OF BEGINNING.
END OF LEGAL DESCRIPTION
EXHIBIT J2
MEDICAL OFFICE BUILDING PARCEL
o
0' 150' op
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GRAPHIC SCALE
N42'30'21"E r, 510.04'
El
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EXISTING *
PROPERTY PARKWAY
LINE a-125
Os"
R=2000.00'
L=49-53"
S47'43'44"E
103.96'
S42'24'24"E
37.17'
S38'57'00"E
24.83'
S51 *19'23"W
20.00'
S38'35'36"E
108.15'
S33'01'43"E
45.04'
538'36'22"E
118.74'
wl
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tp
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LB' S03'50'00"E
21.88'
'-'S41-08',36"E (RAD) Lb o 0
50.0
IW
CURVE TABLE
"PARCEL 2"
CURVE DELTA LENGTH RADIUS
'CA'("CURVE—A") 06'59'20" 79.21' 649.37'
s' OF O.R. 04-2587647
278.29' 2217.05'
PER LEGAL
DESCRIPTION
a
o:
^ ^' (MEDICAL OFFICE
h�
BUILDING
PARCEL)
'LA'("LINE—A") 24.37' N41'44'49"E
^1
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93.80' 1824,29'
'L8'("UNE—B") 16.79' S03'50'00"E
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EXISTING *
PROPERTY PARKWAY
LINE a-125
Os"
R=2000.00'
L=49-53"
S47'43'44"E
103.96'
S42'24'24"E
37.17'
S38'57'00"E
24.83'
S51 *19'23"W
20.00'
S38'35'36"E
108.15'
S33'01'43"E
45.04'
538'36'22"E
118.74'
wl
0 f\
tp
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d N
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LB' S03'50'00"E
21.88'
'-'S41-08',36"E (RAD) Lb o 0
50.0
IW
CURVE TABLE
CURVE DELTA LENGTH RADIUS
'CA'("CURVE—A") 06'59'20" 79.21' 649.37'
'MCCURVE-8") 07'11'31"
278.29' 2217.05'
LINE TABLE
'CC'("CURVE-C") 0917'48"
52.32'- • 3z2 as'
LINE LENGTH BEARING
CD'("CURVE—D") 06'14'54"
211 65' 1940.76'
'LA'("LINE—A") 24.37' N41'44'49"E
'CE'("CURVE—E") 02.55'45"
93.80' 1824,29'
'L8'("UNE—B") 16.79' S03'50'00"E
P O.S. = SW'LY CORNER, "PARCEL 2" PER LEGAL DESCRIPTION
17625 Crenshaw Blvd., Ste, 300 EXHIBIT MAP TO ACCOMPANY LEGAL
CIVIL Torrance, California 90504 DESCRIPTION FOR STREET DEDICATION
ENGINEERING Tel' (310) 327-0018 SCALE: 1"=150' DATE. 07/10/08
GROUP Fax: (310)327-0175
DOA„ roti ..,,m JOB NO.
EXHIBIT ,T2
LEGAL DESCRIPTION FOR STREET DEDICATION
MEDICAL OFFICE BUILDING PARCEL
THAT PORTION OF "PROPOSED PARCEL 2", HEREINAFTER KNOWN AS "PARCEL 2",
OF THAT CERTAIN "CERTIFICATE OF COMPLIANCE", IN THE CITY OF SANTA
CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS RECORDED
OCTOBER 7, 2004 AS INSTRUMENT NO. 04-2587647, OF OFFICIAL RECORDS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID PARCEL 2; THENCE
ALONG THE SOUTHWEST LINE OF SAID PARCEL 2, NORTH 19E 37' 08" WEST 8.00
FEET TO A POINT ON A NON -TANGENT CURVE, HEREAFTER KNOWN AS "CURVE -
A", CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 649.37 FEET, A RADIAL
LINE TO SAID POINT BEARS SOUTH 18E5119" EAST; THENCE NORTHEASTERLY
ALONG SAID "CURVE -A" AN ARC DISTANCE OF 79.21 FEET THROUGH A CENTRAL
ANGLE OF 06E59'20" TO A POINT ON A NON -TANGENT CURVE, HEREAFTER
KNOWN AS "CURVE -B", CONCAVE NORTHWESTERLY, HAVING A RADIUS OF
2217.05 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 23E20'39" EAST,
THENCE NORTHEASTERLY ALONG SAID "CURVE -B" AN ARC DISTANCE OF 278.29
FEET THROUGH A CENTRAL ANGLE OF 07E 1 P31 " TO A POINT ON A NON -TANGENT
CURVE, HEREINAFTER KNOWN AS "CURVE -C", CONCAVE SOUTHEASTERLY,
HAVING A RADIUS OF 322.46 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH
28E34'15" WEST; THENCE NORTHEASTERLY ALONG SAID "CURVE -C" AN ARC
DISTANCE OF 52.32 FEET THROUGH A CENTRAL ANGLE OF 09E17'48" TO A POINT
ON A NON -TANGENT CURVE, HEREINAFTER KNOWN AS "CURVE -D", CONCAVE
NORTHWESTERLY, HAVING A RADIUS OF 1940.76 FEET, A RADIAL LINE TO SAID
POINT BEARS SOUTH 31E42'59" EAST; THENCE NORTHEASTERLY ALONG SAID
"CURVE-D"AN ARC DISTANCE OF 211.65 FEET THROUGH A CENTRAL ANGLE OF
06EI4'54" TO A POINT ON A NON -TANGENT CURVE, HEREINAFTER KNOWN AS
"CURVE -E", CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 1824.29 FEET, A
RADIAL LINE TO SAID POINT BEARS SOUTH 39E16'09" EAST; THENCE
NORTHEASTERLY ALONG SAID "CURVE -E" AN ARC DISTANCE OF 93.80 FEET
THROUGH A CENTRAL ANGLE OF 02E56'45" TO A NON -TANGENT LINE,
HEREINAFTER KNOWN _ AS _ "LINE A",_ _SAID_ "LINE -A HAVING ---A BEARING- OF -------- - - - -
EXHIBIT .T2
LEGAL DESCRIPTION FOR STREET DEDICATION
MEDICAL OFFICE BUILDING PARCEL
NORTH 41E4449" EAST; THENCE ALONG SAID "LINE -A", NORTH 41E4449" EAST,
24.37 FEET TO POINT ON THE EASTERLY LINE OF SAID PARCEL 2, HEREINAFTER
KNOWN AS "LINE -B", SAID "LINE -B" BEARS SOUTH 03E50'00" EAST; THENCE
ALONG SAID "LINE -B", SOUTH 03E50'00" EAST, 16.79 FEET TO POINT ON A NON -
TANGENT CURVE, HEREINAFTER KNOWN A "CURVE -F", CONCAVE
NORTHWESTERLY AND HAVING A RADIUS OF 1950,00 FEET, SAID "CURVE -F"
BEING ON THE SOUTHEASTERLY LINE OF SAID PARCEL 2, A RADIAL LINE TO
SAID POINT BEARS SOUTH 41E08'36" EAST; THENCE SOUTHWESTERLY ALONG
SAID "CURVE -F" AN ARC DISTANCE OF 732.56 FEET THROUGH A CENTRAL ANGLE
OF 21E31'28" TO THE POINT OF BEGINNING.
END OF LEGAL DESCRIPTION
EXHIBIT "K"
Realignment Improvements
In addition to the EIR required Traffic Mitigation Improvements set forth in Exhibit "F" to the
Agreement, Developer shall construct the following Realignment Improvements to McBean
Parkway prior to the issuance of the applicable Certificates of Occupancy for the Project set forth
below:
I . Prior to Issuance of the Certificate of Occupancy for MOB1. The following
Realignment Improvements must be completed by Developer prior to the issuance by the City of
a Certificate of Occupancy for MOB I:
(a) Construct a turn -out lane for buses along westbound McBean Parkway, west of
Avenue Navarre, including transition, at the location required for the Designated
Configuration in accordance with the Frontage Design Plan.
(b) In perfonning the Traffic Mitigation Improvements to the intersection of McBean
Parkway and Orchard Village Road (Intersection #55) that are set forth in
Paragraph 1(c) of Exhibit "F", -the grades for the intersection shall be in
accordance with the Designated Configuration for the intersection on the Frontage
Design Plan.
(c) Modify the eastbound left -turn pocket on McBean Parkway at Avenida Navarre to
provide for a left -turn pocket with 300 lineal feet of storage plus 120 lineal feet of
additional taper at the location required for the Designated Configuration in
accordance with the Frontage Design Plan.
(d) Modify the northbound left -turn pocket on McBean Parkway at Orchard Village
Road (Intersection #55) to provide for a left -turn pocket with 300 lineal feet of
storage plus 90 lineal feet of additional taper at the location required for the
Designated Configuration in accordance with the Frontage Design Plan.
2. Prior to Issuance of the Certificate of Occupancy for Inpatient Building- or MOB2.
The following Realignment Improvements must be completed by Developer prior to the issuance `
by the City of a Certificate of Occupancy for the Inpatient Building or MOB2:
(a) Move the existing traffic signals on the northern side of McBean Parkway at the
intersection of McBean Parkway and Orchard Village Road (Intersection #55) to
the location required for the Designated Configuration in accordance with the
Frontage Design Plan.
(b) In performing the Traffic Mitigation Improvements to the intersection of McBean
Parkway and Orchard Village Road (Intersection #55) that are set forth in
Paragraph 2(b) of Exhibit "F", construct the westbound right turn lane to provide
300 lineal feet of storage plus 120 lineal feet of additional taper at the location
required for the Designated Configuration in accordance with the Frontage Design
EXHIBIT "K"
8/7/08 TO DEVELOPMENT AGREEMENT
Plan.
3. Prior to Issuance of the Certificate of Occupancy for MOB 2 Only.
(a) Prior to the issuance by the City of a Certificate of Occupancy for MOB2,
Developer shall complete the construction of a westerly driveway for the Campus
Property and modify the existing median to include an eastbound left turn pocket
on McBean Parkway with 300 lineal feet of storage plus 120 lineal feet of
additional taper at the location required for the Designated Configuration in
accordance with the Frontage Design Plan.
(b) Construct a bus turn -out lane and the right -tum lane at the westerly driveway for
the Campus Property to provide for a right -turn pocket with 300 lineal feet of
storage plus 90 lineal feet of additional taper at the location required for the
Designated Configuration in accordance with the Frontage Design Plan.
- - --- - - - -- ----------- --- - ---- -- -- -- -- - ---------------- --- -- ----- ---- - --- -- ---- ----- - - - --- - --- --- - - --- -- - --
EXHIBIT "K"
8/7/08 TO DEVELOPMENT AGREEMENT
EXHIBIT "L"
Frontage Design Plan
The Frontage Design Plan is on the following pages
EXHIBIT "L"
8/7/08 TO DEVELOPMENT AGREEMENT
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