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SCL Health Lutheran Medical Campus at Clear Creek Crossing
DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT is made as of 7c, 2021 (the "Effective Date"), by and between the CITY OF WHEAT RIDGE, COLORADO, a home rule municipal corporation (the "City"), and SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC., a Kansas non-profit corporation ("SCL Health" and the "Developer"), together referred to as the "Parties." A. The Developer is the owner of certain real property located in the City of Wheat Ridge, which is more particularly described in Exhibit A and made a part hereof (the "Property"), commonly known as SCL Health Lutheran Medical Campus at Clear Creek Crossing. The project entails development of a 630,000 (approximate) square foot hospital and parking garage at 13155 W. 40th Avenue in Planning Area 1 of Clear Creek Crossing (the "Project"). B. On June 24, 2019 the City approved the final plat for the Project titled Clear Creek Crossing Subdivision Filing No. 3 (the "Final Plat") recorded with the Jefferson County Clerk and Recorder under reception number 2019087681. C. On June 2, 2021 the City approved a replat for the Property titled SCL Health Lutheran Medical Center at Clear Creek Crossing (the "Resubdivision"). A copy of the Resubdivision is attached hereto as Exhibit B and incorporated herein. D. On May 20, 2021, the City approved a specific development plan ("SDP") for the Property titled SCL Health Lutheran Medical Campus at Clear Creek Crossing SDP. This Agreement is a condition of the SDP approval. E. The approvals cited above are contingent upon the express condition that all duties created by this Agreement be faithfully performed by the Developer. AGREEMENT NOW, therefore, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which are mutually acknowledged, the Parties hereto agree as follows: 1. Purpose. The purpose of this Agreement is to set forth certain terms, conditions in connection with the subdivision and site development of the Property, and fees to be paid by the Developer upon subdivision of the Property. All conditions contained herein are in addition to any and all requirements of the City of Wheat Ridge Subdivision Ordinance and Zoning Ordinance, the City of Wheat Ridge Charter, any and all state statutes, and any other sections of the City of Wheat Ridge Municipal Code (collectively, the "City Requirements") and are not intended to supersede any requirements contained therein, except for those waivers or modifications that are specifically enumerated herein. 1111'�1111111�II 111I1'11��'11 1,111 I' II L So U�o 2021105668 07/21/2021 02:02:58 PM 44 Page(s) JEFFERSON COUNTY, Colorado 2. Related City Agreements and Approvals. The Property is subject to that certain Outline Development Plan titled Clear Creek Crossing Planned Mixed Use Outline Development Plan recorded with the Jefferson County Clerk and Recorder under reception number 2018051726 and Specific Development Plan for the Property titled SCL Health Lutheran Medical Center at Clear Creek Crossing recorded with the Jefferson County Clerk and Recorder under reception number 2L0)L1 i 61661 . The Property will also be subject to future review and approval of civil construction documents, right-of-way permit application(s), site work permit application(s), and building permit application(s) (collectively, the "Final Approvals"). Through such approvals, the City will review and approve the final design and any development, Public Improvements, and non -City acquired public improvements related thereto. This Agreement is based on information available at the time of approval of the Specific Development Plan and shall not constitute approval of the Public Improvement designs. The Property is subject to that certain Easement Agreements between the Developer and Evergreen Apartments -Clear Creek Crossing, L.L.C. recorded with the Jefferson County Clerk and Recorder under reception numbers 2019103403 and 2019103405, which outlines commitments for the obligation of off-site access and cross -access from Lot 1, Block 1, Outlook at Clear Creek Crossing Subdivision (the "Adjacent Property") through the Property. Pursuant to said agreement, a temporary access road through the Property to West 40th Avenue ("Temporary Access") was allowed to be constructed to serve the Adjacent Property and a permanent emergency access route ("Permanent Access") is to be provided upon development of the Property, pursuant to that certain Easement Agreement between the Developer and Evergreen Apartments -Clear Creek Crossing, L.L.C. The original Emergency, Access and Construction Easement has been amended to describe the new location for permanent access to the Adjacent Property and the modifications needed on the Adjacent Property. This Second Amendment is recorded with the Jefferson County Clerk and Recorder under reception number 2021085121. This agreement obligates Evergreen Apartments -Clear Creek Crossing, L.L.C. to relocate the Permanent Access to the New Permanent Access, including restoring the original Permanent Access area back to good condition, and the subject Developer is obligated for associated costs. The Property is subject to that certain Subdivision Improvement Agreement and amendments between the City and Evergreen -Clear Creek Crossing, LLC (the "Master Developer"), recorded with the Jefferson County Clerk and Recorder under reception numbers 2018065899 and 2021005913, which outlines commitments for the phasing, timing, and obligation of public improvements impacting the Property. Pursuant to that agreement, the Public Improvements required in this Phase, including the installation of the traffic signal at 40th Avenue and Crossings Drive, shall be substantially completed prior to issuance of any certificate of occupancy for this Property as outlined in said agreement. 3. Fees and Taxes. The Developer hereby agrees to pay City development review, building permit and plan review fees to the City for engineering, hydrological, 2 surveying, legal, and other services rendered in connection with the review of the development of the Property as codified in the City Requirements. The project is subject to use taxes for private horizontal development authorized by a site work permit and for private vertical construction authorized by a building permit. Upon request, the City agrees to provide a written accounting of such fees and taxes. 4. Reserved. 5. Reserved. 6. Breach by the Developer; the City's Remedies. In the event of a breach of any of the terms and conditions of this Agreement by the Developer, the City Council shall be notified immediately and the City may take such action as permitted and/or authorized by law, this Agreement, or the ordinances and Charter of the City as the City deems necessary to protect the public health, safety and welfare; to protect lot buyers and builders; and to protect the citizens of the City from hardship and undue risk. These remedies include, but are not limited to: (a) The refusal to issue any building permit or certificate of occupancy; (b) The revocation of any building permit previously issued under which construction directly related to such building permit has not commenced, except a building permit previously issued to a third party, (c) A demand that the security given for the completion of the Public Improvements be paid or honored, or (d) Any other remedy available at law or in equity. Unless necessary to protect the immediate health, safety and welfare of the City or to protect the City's interest with regard to security given for the completion of the Public Improvements and non -City acquired public improvements, the City shall provide the Developer thirty (30) days written notice of its intent to take any action under this paragraph during which thirty -day period the Developer may cure the breach described in the notice. Notwithstanding the foregoing, if such breach or noncompliance cannot be reasonably cured within such thirty (30) -day period, Developer shall be granted such additional time as is reasonably necessary provided that Developer good faith commences to cure such breach or noncompliance within such thirty (30) -day period and thereafter diligently completes such cure in good faith within ninety (90) days after such notice from the City unless the City and Developer otherwise agree to a longer cure period. 7. Installation and Phasing of Public and On -Site Improvements. All storm sewer lines, drainage structures, paved streets, curb, gutter, sidewalk, amenity zones, street and pedestrian lighting, shared access drives, the undergrounding of all overhead utilities and necessary appurtenances all to the extent as shown on the Approved Plans on private and/or public property (the "Public Improvements" or "Improvements"; and "non -City acquired public improvements" or "infrastructures") as approved by the City's Director of Community Development or designee ("Director"), shall be installed and 3 completed at the expense of the Developer within the timeframes set forth in Section 10 of this Agreement and as outlined in Exhibit C, with only such exceptions as shall be / r approved in advance by the Director in the exercise of his or her sole discretion. The itemized costs of the Public Improvements for each Phase required by this Agreement and shown on the construction documents approved by the Director are set forth on Exhibit D. All Public Improvements covered by this Agreement shall be made in accordance with the construction documents drawn according to regulations and construction standards for such improvement and approved by the Director. It is understood by the Parties that the description of the Public Improvements may be general in nature, and that reasonable modifications of the scope, nature, costs, and similar aspects of the Public Improvements may be necessary to secure final approval of the Public Improvements. The quantities and locations for the Public Improvements are based on information that was available at the time of approval of the SDP. Additional Public Improvements may be required, and Developer shall be responsible for submitting construction documents for review of all Public Improvements approved by the City. Construction of public improvements in City Right -of -Way shall be limited to the hours of 7:00 a.m. to 5:00 p.m. Monday through Friday. The Developer may request to perform work in the Right -of -Way outside of these days and/or times, subject to approval from the Public Works Department, and the Developer shall be liable for any overtime payments required by the inspector (per Section 21-53a of the City Code). Construction of private improvements, including construction of buildings, driveways, private retaining walls, or demolition, and installation of landscaping shall be limited to the hours of 7:00 a.m. to 7:00 p.m., per Section 5-46 of the City Code. 8. Installation of Traffic Siqnal. Traffic signals at the Clear Creek Drive/40th Ave intersection and at the entrance of Planning Area 1 (i.e., Block 1, Lot 1, Clear Creek Crossing Subdivision Filing No. 3) along 401h Avenue will serve the property. The traffic signals shall be installed in accordance with the Subdivision Improvement Agreement between the City and the Master Developer, recorded with the Jefferson County Clerk and Recorder under reception number 2018065899. The signal at W. 40th Ave. and Crossings Drive shall be installed by the Master Developer per said agreement, and modifications shall be made to accommodate the Property, prior to issuance of any Certificate of Occupancy for this Project. 9. Observation, Inspection and Testing. The City shall have the right to require reasonable engineering observations and testing at the Developer's expense. Observation and testing, acquiescence in, or approval by any engineering inspector of the construction of physical facilities at any particular time shall not constitute the approval by the City of any portion of the construction of such Public Improvements. Such approval shall be made by the City, only after completion of construction and in the manner hereinafter set forth. V The Director is designated by the City to exercise authority on its behalf under this Agreement and to see that this Agreement is performed according to its terms. Work under this Agreement may, without cost or claim against the City, be suspended by the Director for substantial cause. The Director shall, within a reasonable time after presentation, make decisions in writing on all claims of Developer and on all other matters relating to the execution and progress of the work or the interpretation of this Agreement, the master plan and specifications. All such decisions of the Director shall be final. The Director shall make all determinations of amounts and quantities of work performed hereunder. To assist him in this work Developer shall make available for inspection any records kept by Developer. The Director shall make all determinations of amounts and quantities of work performed hereunder. To assist him in this work Developer shall make available for inspection any records kept by Developer. The Director and his authorized representatives shall have free access to the work at all times, and Developer shall furnish them with facilities for ascertaining whether the work being performed, or the work which has been completed, is in accordance with the requirements of the Agreement. The Director will make periodic observations of construction (sometimes commonly referred to as "supervision"). The purpose of these observations and construction checking is to determine the progress of the work and to see if the work is being performed in accordance with the plans and specifications. He will in no way be responsible for how the work is performed, safety in, on, or about the job site, methods of performance, or timeliness in the performance of the work. Inspectors may be appointed to inspect materials used and work done. Inspections may extend to all or any part of the work and to the preparation or manufacture of the materials to be used. The inspectors will not be authorized to alter the provisions of this Agreement or any specifications or to act as foreman for Developer. The Inspector will have authority to reject defective materials and to suspend any work that is being done improperly, subject to the final decision of the Director. 10. Completion of Public Improvements and non -City acquired public improvements. The obligations of the Developer provided for in Section 7 of this Agreement and Exhibit C, the Phasing Plan, including the inspections hereof, shall be performed within the time periods permitted by the building permits corresponding thereto, and proper application for acceptance of the Public Improvements shall be made on or before such date. Upon completion of construction by the Developer of Improvements for a Phase, the Director, shall inspect the Improvements and certify with specificity its conformity or lack thereof to the City's specifications. The Developer shall 41 make all corrections necessary to bring the Improvements into conformity with the City's specifications. ` 11. Restoration of W. 401h Avenue Improvements. As referenced in Section 2 of this Agreement and subject to that certain Easement Agreement between the Developer and Evergreen Apartments -Clear Creek Crossing, L.L.C, a Permanent Access must be provided through the Property per Exhibit C. Upon completion of the Permanent Access and demolition of the Temporary Access, the public improvements along West 40th Avenue shall be restored by the Developer of the Adjacent Property back to the design depicted in the Clear Creek Crossing Phase II Roadway and Storm Construction drawings produced by Martin & Martin and approved by the City of Wheat Ridge on July 26, 2019. 12. Deferred Installation of Landscaping and Financial Guarantee. If a Certificate of Occupancy is requested prior to completion of landscaping and irrigation for a Phase, an escrow account shall be accepted for the completion of necessary landscaping and irrigation. Said financial guarantee shall be in the amount of one hundred and twenty five percent (125%) of the cost of installation for the Phase. Escrows shall not be released until all planting and finish materials shown on the approved landscape plan are installed and accepted and the irrigation is installed and functional. The amount of the escrow shall be based on the City' standard itemized cost for required landscaping and irrigation. The itemized cost for required landscaping and irrigation shall be accepted at the discretion of the Community Development Director prior to acceptance of the escrow account. Should the required landscaping not be properly installed upon the expiration of the escrow account, the City reserves the right to use such funds to have the required landscaping placed upon the Property. Any costs reasonably incurred by the City in excess of the funds provided by the escrow shall be payable by Developer to the City within thirty (30) days after Developer's receipt of invoices and reasonable back up for such excess costs. If Developer fails to pay such amounts, the same may be recovered by the City through normal lien proceedings. 13. Protection. Developer, at its expense, shall continuously maintain adequate protection of all Improvements from damage prior to acceptance by the City and shall protect the City's property from injury and loss arising in connection with this Agreement. Developer shall make good any such damage, injury, or loss except such as may be caused directly by authorized agents or employees of the City. Developer shall adequately protect adjacent property and shall provide and maintain all passageways, guard fences, lights and other facilities for protection required by public authority or local conditions. Developer shall be responsible for damage to any public and private property on and adjacent to the site of Developer's Improvements caused by negligent or willful acts of Developer, its agents, or subcontractors. Developer shall take all reasonable effort necessary to prevent damage to pipes, conduits, and other underground structures and to overhead wires, and to water quality. Developer shall protect carefully from disturbance or damage all land monuments and property marks until an authorized 0 agent of the City has witnessed or otherwise referenced their location, and shall not remove them until directed. When any direct or indirect damage or injury is done to public or private property by or on account of any act, omission, neglect or misconduct in the construction of Improvements, or in consequence of the non -execution thereof on his part, such damaged property shall be restored by Developer at its own expense to a condition similar or equal to that existing before such damage or injury. Developer shall at all times, whether or not so specifically directed by the Director, take necessary precautions to insure the protection of the public. Developer shall furnish, erect and maintain, at its own expense, all necessary barricades, suitable and sufficient red lights, construction signs, provide a sufficient number of watchmen, and take all necessary precautions for the protection of the work and safety of the public through or around the Property's construction operations as Developer and the Director shall deem reasonably necessary. 14. Related Costs — Public Improvements and non -City acquired public improvements. The Developer shall provide all necessary engineering designs, surveys, field surveys, testing and incidental services related to the construction of the Public Improvements and non -City acquired public improvements at its sole cost and expense, including final drainage study letter certified accurate by a professional engineer registered in the State of Colorado. 15. Improvements to be the Property of the City. All Public Improvements for roads, concrete curb and gutters, public storm sewers and public drainage improvements accepted by the City shall be dedicated to the City and warranted for a period of twenty-four (24) months following acceptance by the City, as provided above. The Improvements to be conveyed to the City adjacent to the Property will be completed by the Master Developer; no on-site improvements will be conveyed to the City. 16. Conditions of completion for non -City acquired public improvements. In order to secure the construction and installation of the non -City acquired public improvements, the Developer hereby covenants and agrees as follows: (a) No building permit shall be issued by the City for vertical construction within the Property until the non -City acquired public improvements pursuant to Exhibit C and Exhibit CA of this agreement have been constructed and approved by the City. (b) No certificate of occupancy shall be issued by the City for the Property until the non -City acquired public improvements pursuant to Exhibit C and Exhibit CA of this agreement have been constructed and approved by the City. 17. Performance Guarantee for Public Improvements. In order to secure the construction and installation of the Public Improvements the Developer shall, within 7 ninety (90) days after the execution of this Agreement, furnish the City, at the Developer's expense, with the Performance Guarantee described herein. The Performance Guarantee provided by the Developer shall be in the form of an irrevocable letter of credit in which the City is designated as beneficiary, for one hundred twenty-five percent (125%) of the estimated costs of the Public Improvements to be constructed and installed as set forth in Exhibit D if applicable to secure the performance and completion of the Public Improvements as required by Section 26-418 Security for Required Improvements, of the Wheat Ridge Subdivision Regulations. The Developer agrees that approval of this Agreement by the City is contingent upon the Developer's provision of an irrevocable letter of credit to the City within ninety (90) days of the execution of this Agreement in the amount and form provided herein. Failure of the Developer to provide an irrevocable letter of credit to the City in the manner provided herein shall negate the City's approval of this Agreement. Letters of credit shall be substantially in the form and content set forth in Exhibit E, if applicable, and shall be subject to the review and approval of the City Attorney. The Developer shall not start any construction of any public or private improvement on the Property including, but not limited to, staking, earthwork, overlot grading or the erection of any structure, temporary or otherwise, until the City has received and approved the irrevocable letter of credit. Notwithstanding the foregoing, the Developer may obtain the appropriate permits and commence demolition and/or remediation of the Property prior to the City's receipt and approval of the irrevocable letter of credit. The estimated costs of the Public Improvements for each Phase shall be a figure mutually agreed upon by the Developer and the Director, as set forth in Exhibit D if applicable. If, however, they are unable to agree, the Director's estimate shall govern after giving consideration to information provided by the Developer including, but not limited to, construction contracts and engineering estimates. The purpose of the cost estimate is solely to determine the amount of security. No representations are made as to the accuracy of these estimates, and the Developer agrees to pay the actual costs of all such Public Improvements. The estimated costs of the Public Improvements may increase in the future. Accordingly, the City reserves the right to review and adjust the cost estimate on an annual basis. If the City adjusts the cost estimate for the Public Improvements, the City shall give written notice to the Developer. The Developer shall, within thirty (30) days after receipt of said written notice, provide the City with a new or amended letter of credit in the amount of the adjusted cost estimates. If the Developer refuses or fails to so provide the City with a new or amended letter of credit, the City may exercise the remedies provided for in this Agreement; provided, however, that prior to increasing the amount of additional security required, the City shall give credit to the Developer for all required Public Improvements which have actually been completed so that the amount of security required at all time shall relate to the cost of required Public Improvements not yet constructed. In the event the Public Improvements are not constructed or completed within the period of time specified by Section 10 of this Agreement or a written extension of time mutually agreed upon by the Parties to this Agreement, the City may draw on the letter of credit to complete the Public Improvements called for in this Agreement, so long as prior to such drawn the City provides Developer with fourteen (14) days prior written notice. Notwithstanding the foregoing, in the event the letter of credit is to expire within fourteen (14) calendar days and the Developer has not yet provided a satisfactory replacement, the City may draw on the letter of credit and either hold such funds as security for performance of this Agreement or spend such funds to finish Public Improvements or correct problems with the Public Improvements as the City deems appropriate. Upon completion of performance of Public Improvements and other conditions and requirements within the required time, the Developer shall issue an irrevocable letter of credit to the City in the amount of twenty-five percent (25%) of the total cost of construction and installation of the Public Improvements as set forth in Exhibit D (plus the cost of landscaping), to be held by the City during the Warranty Period and the prior irrevocable letter of credit in the amount of 125% for said Public Improvements shall be released. If the Public Improvements are not completed within the required time, the monies may be used to complete the improvements. If the Public Improvements require repair or replacement during the Warranty Period and the Developer fails to complete said repairs or replacement prior to the end of the Warranty Period, the City may draw on the letter of credit to make required repairs or replacements to the Improvements. 18. Indemnification. The Developer shall indemnify and hold harmless the City officers, employees, agents, contractors, subcontractors, and independent contractors from any and all suits, actions, and claims of every nature and description caused by, arising from or on account of this Agreement any act or omission of the Developer, or of any other person or entity for whose act or omission the Developer is liable, with respect to the Public Improvements; and the Developer shall pay any and all judgments rendered against the City as a result of any suit, action, or claim, together with all reasonable expenses and attorney's fees and costs incurred by the City in defending any such suit, action or claim. 19. Waiver of Defects. In executing this Agreement, the Developer waives all objections it may have concerning defects, if any, in the formalities whereby it is executed, or concerning the power of the City to impose conditions on the Developer as set forth herein, and concerning the procedure, substance, and form of the ordinances or resolutions adopting this Agreement. 20. Third Party Beneficiaries. There are and shall be no third -party beneficiaries to this Agreement. 21. Modifications. This instrument embodies the whole agreement of the Parties. There are no promises, terms, conditions, or obligations other than those contained herein; and this Agreement shall supersede all previous communications, D representations, or agreements, either verbal or written, between the Parties. There shall be no modification of this Agreement except in writing, executed with the same 16 formalities as this instrument. Subject to the conditions precedent herein, this Agreement may be enforced in any court of competent jurisdiction. 22. Release of Liability. It is expressly understood that the City cannot be legally bound by the representations of any of its agents or their designees except in accordance with the City of Wheat Ridge Code of Ordinances and the laws of the State of Colorado. 23. Captions. The captions to this Agreement are inserted only for the purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Agreement or any part thereof. 24. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors, and assigns as the case may be. 25. No Waiver. No waiver of any of the provisions of this Agreement shall be deemed or constitute a waiver of any other provisions herein, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided, nor shall the waiver of any default hereunder be deemed a waiver of any subsequent default hereunder. 26. Invalid Provision. If any provision of this Agreement shall be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provision hereof, all of the other provisions shall remain in full force and effect. It is the intention of the Parties that if any provision of this Agreement is capable of two constructions, one of which would render the provision void, and the other which would render the provision valid, then the provision shall have the meaning which renders it valid. 27. Governing Law. The laws of the State of Colorado shall govern the validity, performance, and enforcement of this Agreement. Should either party institute legal suit or action for enforcement of any obligation contained herein, venue of such suit or action shall be in Jefferson County, Colorado. 28. Attorneys Fees. Should this Agreement become the subject of litigation to resolve a claim of default of performance or payment by the Developer and a court of competent jurisdiction finds in favor of the City, the Developer shall pay the City's attorney's fees and court costs. 29. Notice. All notices required under this Agreement shall be in writing and shall be hand delivered or sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses of the Parties herein set forth. All notices so given shall be considered effective seventy-two (72) hours after deposit in the United States 10 mail with the proper address as set forth below. Either Party by notice so given may change the address to which future notices shall be sent. Notice to Developer: SCL Health Attn: Steven Chyung 500 Eldorado Blvd, Suite 4300 Broomfield, Colorado 80021 SCL Health Attn: Bruce Fong 500 Eldorado Blvd, Suite 4300 Broomfield, Colorado 80021 Notice to City: Community Development Director 7500 West 29th Avenue Wheat Ridge, CO 80033 City Attorney 7500 West 29th Avenue Wheat Ridge, CO 80033 29. Force Majeure. Whenever the Developer is required to complete the construction, repair, or replacement of Public Improvements or non -City acquired public improvements by an agreed deadline, the Developer shall be entitled to an extension of time equal to a delay in completing the foregoing due to unforeseeable causes beyond the control and without the fault or negligence of the Developer including, but not restricted to, acts of God, weather, fires and strikes. 30. Assignment or Assignments. There shall be no transfer or assignment of any of the rights or obligations of the Developer under this Agreement without the prior written approval of the City. 31. Recording of Agreement. This Agreement shall be recorded in the real estate records of Jefferson County and shall be a covenant running with the Property in order to put prospective purchases or other interested parties on notice as to the terms and provisions hereof. 32. Title and Authority. The Developer expressly warrants and represents to the City that it is the record owner of the property constituting the Property and further represents and warrants, together with the undersigned individual(s) that the undersigned individual(s) has or have full power and authority to enter into this Subdivision Improvement Agreement. The Developer and the undersigned individual(s) understand that the City is relying on such representations and warranties in entering into this Agreement. 11 WHEREFORE, the Parties hereto have executed this Agreement on the day and year first above written. [Remainder of Page Intentionally Left Blank] /a CITY OF WHEAT RIDGE, COLORADO la ATTEST: Stephen Kir Patrick, City Clerk Bud Starker, Mayor 12 DEVELOPER Sisters of Charity of Leavenworth Health System, Inc., a Kansas non-profit cor orati By: 7�= Name: Steven Chyung Title: SVP — Supply Chain/Real Estate STATE OF COLORADO COUNTY OF ( a(or<,Jo� The foregoing instrument was acknowledged before me this ly day of Ju.,,- , 20 Q , by Steven Chyung, as SVP — S pf y Chain/Real Estate for the Sisters of Charity of Leavenworth Health System, Inc. H BLIC Public ] ORADO 4004573 Z Egg] JANUARY 26 2022 My commission expires: " Z. (SEAL) 13 EXHIBIT A C�Legal Description of Developer Property LOT 1, SCL HEALTH LUTHERAN MEDICAL CENTER AT CLEAR CREEK CROSSING A REPLAT OF BLOCK 1, LOT 1, CLEAR CREEK CROSSING SUBDIVISION FLG. 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Overlot Grading Permit 1. Site Work Permit 2. Foundation Permit 3. Superstructure Permit 4. Enclosure Permit 5. Core Permit 6. Interior Fit -Up Permit 7. Parking Structure Permit Permits must be issued in the above sequence. No subsequent building permit shall be issued until the prior permit(s) have been approved and issued, except that the Parking Structure Permit may be issued out of sequence. • Permit 0 (overlot grading) has been issued. • Prior to issuance of each permit, the following fees shall be paid: o City of Wheat Ridge building use tax o Building permit and plan review fees • Prior to issuance of Permit 1 (site work) the following shall be completed: o Recording of the SDP, this Development Agreement, and the Resubdivision plat o Approval of civil engineering plans, construction control plan, cost estimates • Prior to issuance of Permit 2 (foundation), the following shall be completed and accepted by the City: o Written notification to City of intent to commence foundation construction o Installation of the all-weather surface temporary access road o Installation of access adequate for conducting inspections. Refer to Exhibit CA for the approved sequencing of construction access routes. • Permit 3 (superstructure) may be issued after requirements associated with Permits 0 to 2 have been met, however, prior to any combustible vertical construction associated with Permit 3 commencing in Phase 3 per Exhibit CA, the following shall be completed and accepted by the City: o Written notification to City and West Metro Fire Protection District of intent to commence combustible vertical construction o Any combustibles needed on site prior to first lift, installation of water mains and activation of fire hydrants shall only be allowed in accordance 16 with the Construction Site Management Plan approved by West Metro Fire Protection District. Final Construction Site Management Plan shall be provided to City upon completion and prior to issuance of Permit 3. o Installation of access adequate for conducting inspections. Refer to Exhibit CA for the approved sequencing of construction access routes. o Approval of revised civil engineering plans for Adjacent Property and completion of off-site work associated with cross -access to the Adjacent Property related to the construction of the Permanent Access (with the exception of top lift) and restoration of the previously approved location for Permanent Access back to good condition. • Permits 4 through 7 may be issued after requirements associated with Permits 0 to 3 have been met. Additional Requirements • The Developer shall provide an on-site trailer reserved for City, State, and West Metro Fire Protection District inspectors on an as -needed basis (one trailer set aside for these 3 entities to share, separate from the Developer's construction trailers). • The signal at W. 40th Ave. and Crossings Drive shall be installed in accordance with the Subdivision Improvement Agreement between the City and the Master Developer, recorded with the Jefferson County Clerk and Recorder under reception number 2018065899, and modifications shall be made by the Developer to serve the Property as directed by the City, prior to issuance of any Certificate of Occupancy for this Project. • At no point in time may both the Permanent Access and Temporary Access to the Adjacent Property be simultaneously inaccessible. • Upon completion of the Permanent Access and demolition of the Temporary Access per Phase 3 of Exhibit CA which is required to occur prior to issuance of Permit 4, the public improvements along West 40th Avenue shall be restored by the Developer of the Adjacent Property back to the design depicted in the Clear Creek Crossing Phase II Roadway and Storm Construction drawings produced by Martin & Martin and approved by the City of Wheat Ridge on July 26, 2019 pursuant to private easement agreements referred to in Section 2 of this Agreement. • CDOT Permit for the off-site trail shall be provided to the City prior to trail construction in Phase 3 per Exhibit C.1. • An Ownership & Maintenance Agreement between the Developer and the City shall be completed for the trail prior to trail construction. • Prior to issuance of Certificate of Occupancy, all Public Improvements and non - City acquired Improvements shall be completed and accepted by the City in accordance with Final Approvals. • Prior to issuance of Certificate of Occupancy, the Developer shall comply with the requirements of the Subdivision Improvement Agreement for Clear Creek Crossing dated July 1811, 2018 ("Subdivision Improvement Agreement") and subsequent amendments. 17 • As an exception to the above requirements, installation of landscaping, street trees, and irrigation is not required prior to Certificate of Occupancy if issuance of the C.O. occurs outside of the planting season, generally October to June. Refer R's to Section 12 of this Agreement. Future Approvals Required: • A Master Sign Plan shall be submitted and approved by the City prior to submittal of any sign permit that does not meet typical standards. • A public art plan shall be submitted and approved by the City prior to Certificate of Occupancy in accordance with the Design Pattern Book. • Any after-hours construction beyond that which is allowed by City Code shall be subject to further review and approval at the discretion of the City. • Trip generation projections for the Project (including medical office buildings) shall be developed through comparison to traffic counts performed at the existing SCL Lutheran Medical Center campus and summarized in a memo submitted to the City for review and approval. Traffic counts at the existing campus shall be performed once the facilities return to pre -pandemic levels of service or once COVID-19 public health orders issued by State and County have been lifted for at least two months, whichever comes first. The trip generation memo shall be completed and submitted to the City no later than December 31, 2021, unless the above criteria cannot be met in which case the trip generation memo shall be submitted once the criteria have been met. If the memo indicates that the trip generation for the Project exceeds the trip generation that was estimated in the Master Traffic Impact Study (TIS), the Developer shall perform additional traffic analysis to determine the traffic impacts of the increased trip generation to the overall study area identified in the Master TIS. The results of the additional traffic analysis shall be provided to the City in a supplemental memo for review and approval. If the additional traffic analysis indicates that improvements are necessary to meet the operational performance indicated in the Master TIS, the Developer shall be responsible for the design and construction of those improvements as determined by the City. The additional traffic analysis may be omitted at the sole discretion of the City, if the estimated trip generation for the overall Clear Creek Crossing development, including updated trip generation for the Project, is still below the trip generation projections for the overall development in the Master TIS. The City shall take into consideration the current known uses and traffic studies of all users impacted within the overall Clear Creek Crossing development at time of review in making final determinations. • Upon completion of construction and after the hospital has been operating at full capacity for a period of at least six months but no more than one year, a trip generation letter based on observed trip counts for the Project shall be provided. The observed trip counts shall be compared to the projections developed from the previous trip counts at the existing SCL Lutheran Medical Center. Should the actual trip generation levels exceed the trip generation projections developed from traffic counts at the existing SCL Lutheran Medical Center, the Developer shall perform additional traffic analysis to determine the impacts of the increased trip generation to the overall study area identified in the Master TIS. The results of the additional traffic analysis shall be provided to the City in a supplemental memo for review and approval. If the additional traffic analysis indicates that improvements are necessary to meet the operational 0?6 performance indicated in the Master TIS, the Developer shall be responsible for the design and construction of those improvements once actual trip generation exceeds the projection levels and as determined by the City. The additional traffic analysis may be omitted at the sole discretion of the City, if the estimated trip generation for the overall Clear Creek Crossing development, including actual trip generation for the Project, is still below the trip generation projections for the overall development in the Master TIS. The City shall take into consideration the current known uses and traffic studies of all users impacted within the overall Clear Creek Crossing development at time of review in making final determinations. • Should the Medical Office Building (MOB) not submit for land use application by the time Certificate of Occupancy is requested for the Property, the Developer shall revise Final Approvals to enhance the MOB area with landscaping and site furnishings to accommodate public use. 19 EXHIBIT CA Overall Phasing Plan for Public Improvements and non -City acquired public Improvements The Public Improvements and non -City acquired public improvements for the Property shall be installed in phases as outlined in the attached Phasing Plan (each being a "Phase"Y (see attached) Kill zo 0 cn m m X CD X =T 07 r-f- �a :E o w �� N CD X =T 07 r-f- m Ocnc�c�c�G�y X `° 3 CD CL n' v ca cn conHj- CD - o CO o _� o D m v c m Q N - w coo CD 00 CO n m m cc rt 5- m0- G7 w Ca 3 D CD oCD v 3 CD n> �_ v Cf) CD U) � CQ 0 o m 3 v 0 CD ❑i c 1 N r m -i mw N — ovoa s5303v 3aia nawodrv_ _ � Si \ -4 N N m -- -- TEMRGRPRY GRAVEL CONSTRtICTICN >C:;E55 - - o '1 > m maR vo,mi+ an ------------ zy z O _i G r m N C 3 Q ys iy wit a-m £jai y3' ■® A = seal mr m s"z � to � g /'� 1D 0 d CnC/)mmrc �sv C�G7C7 T mC10 o o <° o 0- m �. o o S - .C-. 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C7 C C 0) v v 3 ch — m c- _ aL = CT CD v m m o0 cQ r=+ o -0 m cn `< a' a% ` J o cn Z cG N <D _ v CQ C 0m 3 ¢ � M v r D 3 � co CD O (7D d? o m oIDm cQ w co CD g FIRE ACCESS ROAD ___. _- _-_..-_ +\ 5� LO A A O c0 D r m cn _ _ v ;30D C 0m 3 ¢ � M v r D 3 � z g lF p -FIREACCESSROAD FIRE ACCESS ROAD --- - M - - ...__FIRE ACCESS ROAD `v N A A C � �Z c0 m �v u v a3v 3�u��a vv -a ar:oe I Jr r (7D d? m oIDm `v N z0 UC C)_0_ m Q Z D x �c� a� m 3 i m � U' 0 C C% T m T� y -Z cry '�° a� cQ cn o➢ Q N N v UC x cn m � „ x �c� a� 3 ��� 03 � � U' 0 -- o - m r 77 m cry '�° a� cQ cn co Q N N v ca c CD n c cn 0 o C Q c' co =� m C� 0 0 c CD � x cn a�q= I�mr ,• A �'. ��'��-�sPEEs � cry '�° a� - N N 1*14:11311x17 Cost Estimate for Public Improvements (see attached) 21 By Jordan Jefferies at 4:21 pm, May 20, 2021 SCL Health Estimate Date: 05/12/2021 LMC Replacement Hospital Building Area: 656,371 SQFT Wheat Ridge, Colorado Construction Start: 06/01/2021 Civil Plan Administration Construction Finish: 01/31/2024 I Item Description Takeoff aty Unit Unit Cost Grand Tota Private Improvements Site Utilities: R&D Piping $960,149 Utilities - Storm $960,149 R&D Pipeline Bid 1 Lsum 960,148.67 $960,149 Mobilizations incl Potholing incl Demo Existing Water Main incl Site Trailer Connections incl Asphalt Cut/Repair/Flow Fill/Traffic Control incl Storm Piping RCP 18" incl Storm Piping RCP 24" incl Storm Piping RCP 36" incl Storm Piping RCP 48" incl Storm Piping PVC 6" incl Storm Piping PVC 8" incl Storm Piping PVC 10" incl Storm Piping PVC 12" incl 6' Storm Manhole incl 5' Storm Manhole incl 4' Storm Manhole incl 24" Nyoplast incl Storm Manhole Connection to Existing Structure incl Single Type 16 Combo Inlet incl Double Type 16 Combo Inlet incl Triple Type 16 Combo Inlet incl Quad Type 16 Combo Inlet incl 6" Cleanout incl 8" Cleanout incl 10"Cleanout incl 12"CLeanout incl Curbs, Gutters and Sidewalks: All Phase $2,173,777 Exterior Improvements $1,783,785 ALL Phase Bid 1 Lsum 1,783,785.17 $1,783,785 Mobilization incl Welded Wire Mesh at Snowmelt System incl Pole Bases - Lighted Bollards incl Pole Bases - 25' Pole Lights incl 7" Concrete Pavement incl 7" Concrete Pavement - Grounds Equipment Storage incl Concrete Curb & Gutter (Flush) incl Sidewalk - Ramp (North & West) incl Bollard Install incl Exterior Improvements $389,992 Shop Drawing Coordination 1 Lsum 44,999.17 $44,999 Insulation at Snowmelt System - Sidewalks 1 Lsum 99,998.16 $99,998 1-1 /2" Tk Sand at Snowmelt System 1 Lsum 14,999.72 $15,000 Patch and Repair Curb and Gutter 1 Lsum 99,998.16 $99,998 Seat Walls 1 [sum 89,998.35 $89,998 Stairs W/ Cheek Walls 1 Lsum 39,999.26 $39,999 Page 1 of 5 - , HASELDEN ® J CONSTRUCTION EXHIBIT D SCL Health LMC Replacement Hospital Wheat Ridge, Colorado Civil Plan Administration Estimate Date: 05/12/2021 Building Area: 656,371 SQFT Construction Start: 06/01 /2021 Construction Finish: 01/31/2024 3 Item Description Takeoff Oty Unit Unit CostGrand Total Asphalt: Asphalt Specialties $101,646 $1,418,179 Exterior Improvements $1,120,783 Asphalt Specialties 1 lsum 1,120,782.95 $1,120,783 Mobilization incl $92,776 Scarify and Recompact incl incl Adjust Manholes (2 Adjustments) incl 4" Dashed Line and Layout Adjust Water Structures (2 Adjustments) incl Asphalt Paving 4" (Standard Duty) incl Demo Ashpalt Driveway (East) incl Asphalt Paving 4.5" (Heavy Duty) incl incl Demo Ashpalt Driveway (Temp Fire Lane) incl Directional Arrows Temporary Paved Walkways incl Exterior Improvements Ambulance/Firetruck Decal $297,396 Patch and Repair Asphalt Paving 1 [sum 249,912.65 $249,913 Shop Drawing Coordination 1 [sum 47,483.40 $47,483 Striping: KC Stripping $101,646 Exterior Improvements $92,776 Striping & Signage - KC Striping 1 lsum 92,775.60 $92,776 4" Line and Layout (Parking Spaces, Diagonals, and Lane Lines) incl 4" Dashed Line and Layout incl Handicap Symbols incl 12"'VAN' Stencils incl Directional Arrows incl Ambulance/Firetruck Decal incl Traffic Flow Signage - Stop Sign incl Traffic Flow Signage - No Parking Fire Lane incl Traffic Flow Signage - Handicap incl Traffic Flow Signage - Handicap Van incl Traffic Flow Signage - No Parking Loading Zone incl Traffic Flow Signage - One Way incl Traffic Flow Signage - Do Not Enter incl Exterior Improvements $8,870 Stop Sign Bar 4 each 30.00 $120 Shop Drawing Coodination 1 lsum 8,750.00 $8,750 Earthwork $25,513 Exterior Improvements $18,345 Construction Gate 1 each 4,500.00 $4,500 Jersey Barrier 380 lnft 36.43 $13,845 Earthwork $7,168 Grave[Access Road at Northeast Site 25 cuyd 200.40 $5,010 Rip Rap Area at Northeast Site 28 cuyd 77.08 $2,158 Concrete: BMH $1,568,444 Exterior Improvements $1,568,444 Site Retaining Wall 1 lsum 1,568,444.26 $15644 Landscaping , "i,626 Exterior Improvements $1( 925 626 Site Retaining Wall - Wall Finish 1 [sum 24,000.00 $24,000 Page 2 of 5r + HASELDEN IM . 'A CONSTRUCTION EXHIBIT D - SCL Health LMC Replacement Hospital Wheat Ridge, Colorado Civil Plan Administration Estimate Date: 05/12/2021 Building Area: 656,371 SQFT Construction Start: 06/01 /2021 Construction Finish: 01/31/2024 1/6 Item Description Takeoff Oty Unit Unit Cost Grand Total Irrigation Systems 1 Lsum 446,381.00 $446,381 Irrigation Systems @ Native Seeding Areas 1 [sum 92,675.00 $92,675 Mobilizations, Supervision, GCs 1 Lsum 56,816.00 $56,816 90 Day Landscape Maintenance 1 Lsum 28,500.00 $28,500 Topsoil 12 cuyd per 1,000 sqft (6") 1 [sum 287,400.00 $287,400 Soil Prep, Tilling & Fine Grading 278,461 sqft 0.30 $83,538 Mulch - 4" @ Planting Beds 146,429 sqft 1.50 $219,644 Steel Edging 2,575 sqft 6.00 $15,450 Native Seeding 84,034 sqft 0.11 $9,244 Native Seeding Restorations 66,230 sqft 0.11 $7,285 Irrigated Sod 47,998 sqft 0.90 $43,198 Trees, Deciduous - 2.5" 261 each 675.00 $176,175 Trees - Ornamental - 2", 2.5", 8' TaLL 72 each 700.00 $50,400 Trees - Evergreen - 6' & 8' TaLL 57 each 540.00 $30,780 Shrubs - Deciduous - 5 Gal. 5,627 each 40.00 $225,080 Shrubs - Evergreen - 5 Gal. 107 each 60.00 $6,420 Ornamental Grasses - 1 Gal. 7,425 each 16.00 $118,800 Perennials - 1 Gal. 240 each 16.00 $3,840 Site utilities: R&D Piping $779,758 Utilities - Water $779,758 R&D Pipeline Bid 1 Lsum 779,757.67 $779,758 Water Piping - 1" Copper 0 incl 0.00 $0 Water Piping - 1" Stop (Curb) 0 incl 0.00 $0 Water Piping - 1" Stop (Corporation) 0 incl 0.00 $0 Water Piping - 2" Copper 0 incl 0.00 $0 Water Piping - 6" DIP 0 incl 0.00 $0 Water Piping - 6" DIP 45 Bend 0 incl 0.00 $0 Water Piping - 6" PVC 0 incl 0.00 $0 Water Piping - 6" PVC 11.25 Bend 0 incl 0.00 $0 Water Piping - 6" PVC Gate Valve & Box 0 incl 0.00 $0 Water Piping - 12" PVC 0 incl 0.00 $0 Water Piping - 12" PVC 11.25 Bend 0 incl 0.00 $0 Water Piping - 12" PVC 22.5 Bend 0 incl 0.00 $0 Water Piping - 12" PVC 45 Bend 0 incl 0.00 $0 Water Piping - 12" PVC Tee 0 incl 0.00 $0 Water Piping - 12"x 6" PVC Tee 0 incl 0.00 $0 Water Piping - 12" PVC Gate Valve & Box 0 incl 0.00 $0 Water Meter - 6" 0 incl 0.00 $0 Water Meter - 1" 0 incl 0.00 $0 Water Connection 0 incl 0.00 $0 Irrigation Meter- 2" 0 incl 0.00 $0 Fire Hydrant 0 incl 0.00 $0 Testing 0 incl 0.00 $0 BLowoff Assembly 0 incL 0.00 $0 Demo Existing Water Main 0 incl 0.00 $0 Site utilities: R&D Piping $288,532 Utilities - Sanitary $288,532 R&D Pipeline Bid 1 Lsum 288,531.67 $288,532 Page 3 of 5r + HASELDEN Im & , CONSTRUCTION EXHIBIT D SCL Health LMC Replacement Hospital Wheat Ridge, Colorado Civil Plan Administration Estimate Date: 05/12/2021 Building Area: 656,371 SOFT Construction Start: 06/01/2021 q Construction Finish: 01/31/2024 I 3 s Sanitary Piping PVC 4" 0 incl 0.00 $0 Sanitary Piping - PVC 6" 0 incl 0.00 $0 Sanitary Piping - PVC 8" 0 incl 0.00 $0 Sanitary Piping - PVC 10" 0 incl 0.00 $0 Sanitary Fitting - 8" 45 Degree 0 incl 0.00 $0 Sanitary Fitting - 10' x 8" WYE 0 incl 0.00 $0 Sanitary Fitting - 8" x 8" WYE 0 incl 0.00 $0 Sanitary Fitting - 6" 45 Degree 0 incl 0.00 $0 Sanitary Fitting - 8" Cleanout 0 incl 0.00 $0 Sanitary Fitting - 4" Cleanout 0 incl 0.00 $0 4' Sanitary Manhole 0 incl 0.00 $0 Sanitary Manhole Connection to Existing Structure 0 incl 0.00 $0 Sanitary Two -Way Cleanouts - 8" 0 incl 0.00 $0 Sanitary Two -Way Cleanouts - 6" 0 incl 0.00 $0 Sanitary Insulation Board 0 incl 0.00 $0 Utiltiy Crossings 0 incl 0.00 $0 8" Sewer Plug 0 incl 0.00 $0 Private Improvements Grand Total 656,371 stlft 14.08 $9,241,623' Page 4 of 5• ' 4 HASELDEN CONSTRUCTION EXHIBIT D SCL Health LMC Replacement Hospital Wheat Ridge, Colorado Civil Plan Administration APPROVED By Jordan Jefferies at 4:22 pm, May 20, 2029 Estimate Date: 05/12/2021 Building Area: 656,371 SOFT Construction Start: 06/01/2021 Li 01 Construction Finish: 01/31/2024 Item Description Takeoff Oty Unit Unit Cost Grand Total Public Improvements* Curbs, Gutters and Sidewalks: All Phase $56,470 Exterior Improvements $56,470 Concrete Curb & Gutter (Catch/Spi(l) 156 lnft 22.34 $3,485 Concrete Sidewalk - Standard Grey (balance of site) 2,104 sgft 6.09 $12,814 Concrete Stairs 1 lsum 28,171.00 $28,171 Sidewalk - ADA Curb Ramp 6 each 2,000.00 $12,000 Asphalt: Asphalt Specialties $12,329 Exterior Improvements $12,329 Asphalt Paving 4.5" (Heavy Duty) Tie -In 403 sqyd 30.59 $12,329 Striping KC S'triDping $34.2 Exterior Improvements $842 Crosswalk Bars 702 sqft 1.20 $842 Landscaping $32,034 Exterior Improvements $32,034 Retaining Walls - MSE 653 sgft 49.06 $32,034 Cantingency $25,419 Contingency 25% of 101,675.40 $25 419 Public Improvements Grand Total 656,371 spit 0.19 $127,094 4 *all work in the ROW (restoration work in ROW @ Clear Creek Drive, and trail, stairs, retaining wall in CDOT ROW on the eastern side of site) Page 5 of 5" I HASELDEN im &,A CONSTRUCTION EXHIBIT E Letter of Credit Template (see attached) 22 Y� EXHIBIT E EXAMPLE LOC — Parentheses () indicate applicant bank defined fields (Bank Letterhead) LETTER OF CREDIT # (L.O.C. #) BENEFICIARY: The City of Wheat Ridge ADDRESS: 7500 West 29th Avenue, Wheat Ridge, CO 80033 J DATE: (Date of Issue) EXPIRY DATE: (Exp. Date) IRREVOCABLE STANDBY LETTER OF CREDIT For: (Developer's Name) (Developer's Address) Gentlemen: We hereby open our IRREVOCABLE STANDBY LETTER OF CREDIT in your favor available by your drafts drawn on (Bank Name, and Address) for any sum or sums not to exceed in total (Amount of L.O.C.). We hereby authorize you to draw on us for the account of (Developer's Name) up to an aggregate amount of (Amount of L.O.C.) (125% engineer's estimated cost of improvements) available by your drafts at sight accompanied by your signed statement that the above is: 1) drawn in payment of street improvements including, but not limited to, curb, gutter, sidewalk, asphalt patching, street paving, and other street improvements shown on the final plat and associated construction documents for The Corners at Wheat Ridge (the "Project"), and/or 2) drawn in payment of storm drainage improvements including, but not limited to, detention pond grading, detention pond outlet structure(s), storm sewer system, and other drainage facilities shown on the final plat and associated construction documents for the Project. Drafts must be accompanied by 1) a sight draft; 2) a signed statement by an authorized representative of the Beneficiary stating as follows: "We hereby certify that the amount of our draft represents funds owed to the City of Wheat Ridge for payment obligations pursuant to the conditions stated above, between (Developer's Name) and the City of Wheat Ridge." 3) This original Letter of Credit. Each draft must bear upon its face a clause "Drawn under Letter of Credit No. (L.O.C. #) dated (Date of Issue). This IRREVOCABLE STANDBY LETTER OF CREDIT is not transferable. We hereby agree with you that drafts drawn under and in compliance with the terms of the Letter of Credit will be duly honored if presented to the above mentioned drawee Bank on or before (Exp. Date). Except as otherwise expressly stated herein, this Letter of Credit and all negotiations hereunder are subject to all applicable provisions of Uniform Customs and Practices for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No. 600. Sincerely, (BANK NAME) In (Name and Title of Bank Officer) DEN -132644-2