HomeMy WebLinkAboutC-2912(C) - Public Improvement Funding Reimbursement Agreement (Superior Avenue Median)PUBLIC IMPROVEMENT FUNDING REIMBURSEMENT AGREEMENT
(Superior Avenue Medians)
This Public Improvement Funding Reimbursement Agreement ("Agreement") is
made to be effective on May 8, 2009 by and between Newport Beach Healthcare Center, LLC, a
California limited liability company and an affiliate entity of Hoag Memorial Hospital
Presbyterian ("Hoag"), and the City of Newport Beach, a California chartered municipal
corporation ("City"). Hoag and the City are each sometimes referred to herein individually as a
"Party" and, collectively, as the "Parties." The Parties are entering into this Agreement with
reference to the following facts:
RECITALS
A. Hoag is the owner of property known as Hoag Health Center — Newport
Beach located at 500 Superior Avenue in the City proposed to be developed with medical
offices, healthcare and out patient clinical services facilities ("Hoag Health Center").
B. As a condition of Hoag's Use Permit No. 2006-10, for development of
Hoag Health Center, the City has required Hoag to construct a traffic signal on Superior Avenue
at the entrance to the Hoag Health Center to facilitate pedestrian and vehicular ingress and egress
access to the Hoag Health Center (the "Traffic Signal").
C. Construction of the Traffic Signal has required Hoag to also pay for the
construction of the Superior Avenue median extension from Dana Road to the northerly City
boundary as shown on Exhibit "A" attached and made a part of this Agreement by this reference
("Superior Median Extension"). Hoag has retained a general contractor and subcontractors and
has paid all costs of labor and materials to construct the Superior Median Extension as shown on
Exhibit `B" attached and made a part of this Agreement by this reference.
D. City and Hoag propose to set forth in this Agreement the City's
proportionate share of the costs associated with the Superior Median Extension to be reimbursed
by the City to Hoag.
AGREEMENT
Based on the foregoing recitals and for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the Parties hereby agree as follows:
1. Incorporation of Recitals. City and Hoag accept the above recitals as true
and correct and incorporate them herein as if they were fully restated in this Agreement.
2. City Reimbursement. Upon execution of this Agreement by the parties or
within a reasonable time thereafter, City shall pay Hoag the sum of $52,802.94 (calculated to be
29 percent) as the City's fair share of the costs of the Superior Median Extension. Said payment
shall be in the form of a City check made payable to Newport Beach Healthcare, LLC and
mailed or delivered to Sanford Smith, c/o Hoag Memorial Hospital Presbyterian, One Hoag
Drive, P.O. Box 6100, Newport Beach, CA 92658-6100.
3. General Provisions. This Agreement constitutes the entire agreement
between the Parties hereto pertaining to the subject matter hereof and all prior and
contemporaneous agreements, representations and understandings of the Parties hereto, oral or
written, are hereby superseded and merged herein. No supplement, modification or amendment
of this Agreement shall be binding unless in writing and executed by the Parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions, whether or not similar, nor shall any waiver be a continuing waiver. No
waiver shall be binding unless executed in writing by the Party making the waiver. This
Agreement shall be construed and enforced in accordance with, and governed by, the laws of the
State of California. In the event of any dispute hereunder, the sole and exclusive venue shall be
in a court of competent jurisdiction in Orange County, California, and the Parties agree to submit
to the jurisdiction of such court. The headings of this Agreement are for purposes of reference
only and shall not limit or define the meaning of the provisions hereof. This Agreement may be
executed in any number of counterparts, each of which shall be an original and all of which shall
constitute one and the same instrument. This Agreement may be amended or modified only in
writing executed by the authorized representative(s) of each Party. The Parties to this
Agreement agree to complete and execute any further or additional documents which may be
necessary to complete or further the terms of this Agreement.
4. Status of the Parties. This Agreement is not intended to create, and
nothing herein contained shall be construed to create, an association, a trust, a joint venture, a
partnership or other entity of any kind, or to constitute either Party as the agent, employee or
partner of the other.
5. Preparation of This Agreement. This Agreement shall not be construed
against the Party preparing it, but shall be construed as if both Parties prepared it.
6. Successors and Assigns; Covenants Running with the Land. This
Agreement shall inure to the benefit of the Parties hereto and their respective successors and
assigns.
7. Signatories. The signatories executing this Agreement represent that they
are authorized to enter into this Agreement on behalf of the Party for whom they sign.
[Signature page follows]
2
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first above written.
APPROVED AS TO FORM:
By:
ynet D. eau amp,
Assistant City Attorney
for the City of Newport Beach
ATTEST
By:
Leilani I. Brown,
City Clerk
for the City of Newport Beach
CITY OF ► PORT ACH,
A Muni • pal orporati
By:
dward D. elich,
Mayor
for the City of Newport Beach
"HOAG"
NEWPORT BEACH HEALTHCARE
CENTER, LLC, a California limited liability
company and an affiliate entity of Hoag
MemorialMosbital P.xesb
B
Richard Afabl
President and C
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EXHIBIT "A"
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DESCRIPTION
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Sidewalk
Curb & Gutter
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Construct Islands in 2 move -ins
Remobilization and Plants
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