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
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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