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1997-1202_KAISER FOUNDATION HELATH PLAN_Reimbursement AgreementREIMBURSEMENT AGREEMENT This Reimbursement Agreement (hereinafter the "Agreement") is made thi day of � celrber , 1997, by and between the CITY OF SAN JUAN CAPISTRANO (hereinafter "City"), and KAISER FOUNDATION HEALTH PLAN, INC., a California nonprofit public benefit corporation (hereinafter "Kaiser"). RECITALS: WHEREAS, City and Kaiser have entered into a purchase and sale agreement dated July 15, 1997, for the sale of three acres of land which provides in part that City and Kaiser will enter into a reimbursement agreement relating to Kaiser's obligations to construct water and sewer utility extension facilities; and WHEREAS, the reimbursement shall consist of pro -rata contributions from future private, commercial developers who develop private property in and about the land to be acquired by Kaiser under the purchase and sale agreement; and WHEREAS, this Agreement shall serve as the reimbursement agreement as referred to in paragraph 130) of the purchase and sale agreement; NOW, THEREFORE, BE IT RESOLVED BETWEEN CITY AND KAISER AS FOLLOWS: Section 1. Commercial Developers' Reimbursement to Kaiser As to Water and Sewer and Drainage Utility Connections Installed by Kaiser. The City/Kaiser purchase and sale agreement is contingent upon Kaiser obtaining from City rezoning and architectural site plan approvals for a medical/ office development to be constructed upon the three acres to be purchased by Kaiser. To effectuate this subject development proposal, Kaiser will be required by City to construct water and sewer utility extensions in order to provide water and sewer service to Kaiser's development project. City hereby agrees to require future commercial private developers, as a condition of development of their private development projects within the general area bordering Kaiser's development, to pay a proportional fair share of Kaiser's original costs to install the water and sewer utility extensions to its property. A proportional fair share assigned to each private developer is defined to mean a proportional fair share as determined by the City Engineer pursuant to a methodology developed and adopted by the City Engineer, which said c:\wpwin60\v4x1m*ai=e imbu agr -1- 11/26/97 0 9 methodology shall include consideration of one or more relevant factors, e.g., linear footage or acreage basis, as determined by the City Engineer. Section 2. Implementation of Fair Share Requirement. Upon receipt of any development application by a private developer, the City Engineer shall make a determination of a fair share pro rata payment requirement pursuant to Section 1 of this Agreement. The private developer shall pay the fair share payment to City upon issuance of building permits. This contribution shall then be paid by City to Kaiser within forty-five (45) days from the date of City's receipt of the developer contribution. Section 3. Term. This Agreement shall remain in full force and effect until mutually rescinded by the parties. Section 4. Notices. Any notices delivered under this Agreement may be sent first class mail, postage prepaid. These addresses shall be used for delivery of service of process. To City: City of San Juan Capistrano Attn: Bill Huber Director of Building and Engineering 32400 Paseo Adelanto San Juan Capistrano, CA 92675 To Kaiser: Kaiser Foundation Health Plan, Inc. Attn: Real Estate Department 393 E. Walnut Street Pasadena, CA 91188 Section 5. Hold Harmless and Attorney's Fees. Each party agrees to mutually hold harmless, indemnify, and defend each other from any and all claims arising out of the performance of each party's respective rights and obligations under this Agreement c:\wpwin60\wpd=\kaise imb=.ap{ -2- 11/26/97 hi the event of any action or proceeding at law or equity between City and Kaiser to enforce any provisions of this Agreement or to protect or establish any right or remedy of either party, all costs and expenses, including, without limitation, reasonable attorney's fees and paralegal's fees and expenses incurred in such action or proceeding and in any appeal in connection therewith by such prevailing party, whether or not such action, proceeding or appeal is prosecuted to judgment or other final determination, together with all costs of enforcement and/or collection of any judgment or other relief. Section 6. Disputes. Any dispute arising under this Agreement shall be resolved by use of the Judicial Arbitration and Mediation Service (JAMS). Section 7. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year fust above written.. CITY OF S APISTRA By' 11 J° May -or ATTEST: By: Q.Gc Cheryl Johridonty Clerk APPROVEIA AS TO FORM: By: Jo R. Shaw, City Attorney HFAlLTH PLAN, INC., pu is Carlson ce President is Developpmneent 'ornia - South m\wpwm604pdm\kawaAreimbmaagr -3- 11/26(97 Certificate of Insurance THIS CERT (FICA IF IS ISSUED ASA MAI FIR ON RMATION ONLY AND CONFERS NO RIGHTS LION YOU OCERTIFICATF, HOLDER. THIS CERTIFICATE 15 NOT AN INSURANCE POLICY AND DOES NOF AMFND, F%'FEND, OR ALTER T HL COVERACF AFFORDED BY THE POLICIES LISTED BELOW This is to Certify that THE WHITING -TURNER CONTRACTING COMPANY 300 EAST JOPPA ROAD Name and LIBERTY BALTIMORE, MD 21286 address of MUTUAL„ ATTN: JENNIFER TRONE Insured. Is, at the issue date of this certificate, insured by the Company under the policy(les) listed below. The Insurance afforded by the listed policy(les) is subject to all their terms, exclusions and conditions and is not altered by any requirement, term or condition of any contract or other document with respect to which this certificate may be I. ❑ CONTINUOUS TYPE OF POLICY I ❑ EXTENDED POLICY NUMBER WORKERS COMPENSATION 8-1.98 GENERAL 8-1.98 LIABILITY Products/Completed ® OCCURRENCE Operations IndeConnt�orrss/ cci InWN Bye ❑ CLAIMS MADE xcu Coverage AUTOMOBILE LIABILITY ® OWNED ® NON -OWNED ® HIRED OTHER ADDITIONAL COMMENTS RETRO DATE — —� 8-1-98 LIMIT OF LIABILITY Contractor Protective I Products/Completed Operations Aggregate Contractual Liability I $2,000,000 AS2-631-004070-057 Bodily Injury and Property Damage Liability $1,000,000 ... „.,„y $1,000,000 oft, $SDD,Ooo — Fire Legal Liability $1,000,000 Per Occurrence Per Persor/ Organization $5,000 Medical Payments Each Accident - Singie Limit B.I. and P.D. Combined Each Person Each Accident or Occurrence Each Accident or Occurrence ADDITIONAL INSURED: CITY OF SAN JUAN CAPISTRANO AND THE CAPISTRANO VALLEY WATER DISTRICT ' If tha certificate expiration date is —continuous extended term, you will be notified if coverage is terminated or reduced before the certificate expiration tlate. SPECIAL NOTICE -OHIO: ANY PERSON WHO, WITH INTENT TO DEFRAUD OR KNOWING THAT HE IS FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN APPLICATION OR FILES A CLAIM CONTAINING A FALSE OR DECEPTIVE STATEMENT IS GUILTY OF INSURANCE FRAUD. NOTICE OF CANCELLATION: (NOT APPLICABLE UNLESS A NUMBER OF DAYS IS ENTERED BELOW.) BEFORE THE STATED EXPIRATION DATE THE COMPANY WILL NOT CANCEL OR REDUCE THE INSURANCE AFFORDED LibertyMutualGroup UNDER THE ABOVE POLICIES UNTIL LEAST DAYS - - - — NOTICE OF SUCH CANCELLATION HAS BEEN MAILEDEDO'. T THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA CERTIFICATE HOLDER AUTHORIZED REPRESENTATIVE . ROCKVILLE (301) 881-9300 1/16/98 J OFFICE PHONE NUMBER DATE ISSUED COVERAGE AFFORDED UNDER WC EMPLOYERS LIABILITY LAW OF THE FOLLOWING STATES: cci InWN Bye AZ CA CO CT DC DE FIL $1,000,000 Each Accident WA2-63D-004070-017 GA IL KS LA MA MD MO Bodily Injury By Disease NH NJ NY OR PA TN TX $1,000,000 Policy VA VT Limit Bodily Injury By Disease $1,000,000 Each Person_ RG2-631-004070-047 General Aggregate -Other than ProductsrCompleU1ZOperations $2,000,000 Contractor Protective I Products/Completed Operations Aggregate Contractual Liability I $2,000,000 AS2-631-004070-057 Bodily Injury and Property Damage Liability $1,000,000 ... „.,„y $1,000,000 oft, $SDD,Ooo — Fire Legal Liability $1,000,000 Per Occurrence Per Persor/ Organization $5,000 Medical Payments Each Accident - Singie Limit B.I. and P.D. Combined Each Person Each Accident or Occurrence Each Accident or Occurrence ADDITIONAL INSURED: CITY OF SAN JUAN CAPISTRANO AND THE CAPISTRANO VALLEY WATER DISTRICT ' If tha certificate expiration date is —continuous extended term, you will be notified if coverage is terminated or reduced before the certificate expiration tlate. SPECIAL NOTICE -OHIO: ANY PERSON WHO, WITH INTENT TO DEFRAUD OR KNOWING THAT HE IS FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN APPLICATION OR FILES A CLAIM CONTAINING A FALSE OR DECEPTIVE STATEMENT IS GUILTY OF INSURANCE FRAUD. NOTICE OF CANCELLATION: (NOT APPLICABLE UNLESS A NUMBER OF DAYS IS ENTERED BELOW.) BEFORE THE STATED EXPIRATION DATE THE COMPANY WILL NOT CANCEL OR REDUCE THE INSURANCE AFFORDED LibertyMutualGroup UNDER THE ABOVE POLICIES UNTIL LEAST DAYS - - - — NOTICE OF SUCH CANCELLATION HAS BEEN MAILEDEDO'. T THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA CERTIFICATE HOLDER AUTHORIZED REPRESENTATIVE . ROCKVILLE (301) 881-9300 1/16/98 J OFFICE PHONE NUMBER DATE ISSUED 0 December 11, 1997 Kaiser Foundation Health Plan Attention Property Acquisition 393 East Walnut Street Pasadena, California 91188 Re. Reimbursement Agreement '�m[auonwno �w,�,e 1961 1776 �•Fo� MEMBERS OF THE CITY COUNCIL COLLENE CAMPBELL JOHN GREINER W YATT HART GILJONES DAVID M. SWERDLIN CITY MANAGER GEORGESCARBOROUGH At their meeting of December 2, 1997, the City Council of the City of San Juan Capistrano approved a Reimbursement Agreement with Kaiser Foundation Health Plan, Inc., providing for pro -rata contributions from any future commercial development benefitting from water, sewer and drainage utility connections installed by Kaiser Foundation Health Plan, Inc., in conjunction with the proposed medical out-patient facility on Camino Capistrano north of Junipero Serra in San Juan Capistrano. A fully -executed copy of the Agreement is enclosed for your files. Please feel free to contact the City Attorney, John Shaw, at 443-6313, if you have any questions. Very truly yours, Cheryl Joh ri on, CMC City Clerk Enclosure cc: City Attorney 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO. CALIFORNIA 92675 0 (714) 493-1171 a consisting of siting, design, preparation of plans and specifications, and monitoring of construction of a replacement domestic water supply well, known as the North Area Domestic Well, on City Open Space near Trabuco Creek and Camino Capistrano, in the amount of $18,424.00, was approved. As set forth in th rt dated December 2, 1997 from the Administrative Services Director, the following Resolutio adopted, in response to Water Advisory Commission concerns relating to the Operation an'ntenance Agreement between the City and the Capistrano Valley Water District, to require a pu 'c hearing when considering the imposition of franchise fees: CONSIDERING RAPOSITION OF FRANCHISE FEE§ - A RESOLUTION OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, AFFU MING INTENT TO REQUIRE PUBLIC HE OCESS WHEN CONSIDERING THE CREATION OF FRANCHISE FE R THE CITY OF SAN JUAN CAPISTRANO 10. PROPOSED KAISER FOUNDATION REIMBURSENIENT AGREE MOM) As set forth in the Report dated December 2, 1997 from the City Attorney, the Reimbursement Agreement with Kaiser Foundation Health Plan, Inc., to provide for pro -rata contributions to Kaiser from future private, commercial developers who develop within the general area and benefit from the water and sewer utility connections installed by Kaiser Foundation Health Plan, Inc., was approved. As set forth in the ort dated December 2, 1997 from the Public Works Director, the emergency work, consisling of hand clearing of vegetation in San Juan Creek, in order to protect City sewer trunk pipet which was contracted out to meet the Fish and Game Permit deadline of November 30, 19 , was ratified. 12. As set forth in the Report dated December 2, 1997 from the Planning='_c tor, the following Resolution was adopted authorizing the City to continue to participate in the rtgage Credit Certificate Program with the County of Orange to assist first-time home buyers. City Council Minutes -7- 12/2/97 0 0 AGENDA ITEM December 2, 1997 TO: George Scarborough, City Manager FROM: John R. Shaw, City Attorney SUBJECT: Proposed Kaiser Foundation Reimbursement Agreement It is recommended that the City Council approve the City/Kaiser Foundation Reimbursement Agreement as the final step in the Kaiser -City purchase agreement. The City has entered into a purchase agreement for the sale of approximately 3 acres of land referred to as the Junipero Serra parcel. Close of Escrow is presently set for the latter part of January, 1998. One of the requirements of the land purchase agreement is that the City enter into a reimbursement agreement relating to Kaiser's obligations to construct water and sewer utility extension facilities. The concept of the reimbursement agreement is that Kaiser will receive future pro -rata contributions from any future private developers who may benefit from the construction of these subject utility services at some future date. Thus, the agreement provides in part that future private developers in that area of the City shall pay a "proportional fair share" of Kaiser's original costs to install the water sewer utility extensions to the Kaiser property. With the approval of this agreement, escrow will be able to close once the land use approvals for the Kaiser property become final. That date will be 30 days from the date of the second reading of the Kaiser rezoning ordinance, that is, January 16, 1998. FINANCIAL CONSIDERATIONS None. NOTIFICATION Not applicable. ALTERNATE ACTIONS Approve the staff recommendation; 2. Do not approve the staff recommendation; or FOR CITY COU CIL /0 Agenda Item -2- December 2, 1997 3. Return to staff for further information. RECOMMENDATION Move to approve the City/Kaiser Reimbursement Agreement. Resp fully bmitted, JO R. SHAW City Attorney Attachment: Reimbursement Agreement