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HomeMy WebLinkAboutORD-22-03 Development Agreement- St. Joseph Hospital of OrangeORDINANCE NO. 22- 03 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ORANGE APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF ORANGE AND ST. JOSEPH HOSPITAL OF ORANGE, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION, FOR APPROVAL OF A MASTER PLAN FOR THE PHASED REDEVELOPMENT OF THE ST.JOSEPH HOSPITAL CAMPUS ON PROPERTY GENERALLY BORDERED BY PALMYRA AVENUE ON THE NORTH, LA VET A AVENUE ON THE SOUTH,BATAVIA STREET ON THE EAST AND MAIN STREET ON THE WEST.APPLICANT: ST. JOSEPH HOSPITAL OF ORANGE WHEREAS, Section 65864 et seq. of the California Government Code authorizes cities to enter into development agreements with any person having a legal or equitable interest in real property for the development of such property; and WHEREAS, the City Council of the City of Orange has adopted Chapter17.44 of the Orange Municipal Code which establishes procedures for the processing and approval of development agreements.NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ORANGE DOES ORDAIN AS FOLLOWS:SECTION I:The City Council finds that a public hearing has been held before this City Council pursuant to the procedures described in Chapter17.44 of the Orange Municipal Code. At the hearing, the City Council has considered testimony presented by the public and the Planning Commission's recommendation to approve the Development Agreement between the City of Orange and St. Joseph Hospital of Orange (Development Agreement).SECTION II:The City Council hereby finds that the Development Agreement between the City of Orange and St. Joseph Hospital of Orange:A. Is consistent with the objectives, policies, general land uses, and programs specified in the General Plan; and B. Is compatible with the uses authorized in, and the regulations prescribed for, the zoning district in which the real property is and will be located; andm__ _ _ C. Is in conformity with and will promote public necessity, public convenience, general welfare, and good land use practices; and D. Will be beneficial to the health, safety, and general welfare; and E. Will not adversely affect the orderly development of property or the preservation of property values; and F. Will promote and encourage the development of the proposed project by providing a greater degree of requisite certainty. SECTION III: The City Council hereby approves the Development Agreement in the form attached hereto and incorporates the Agreement herein by this reference. Within ten (10) days after this Ordinance takes effect, the City Council shall execute the Development Agreement SECTION IV: Within ten (10) days after the execution of the Development Agreement by all parties, the City Clerk is directed to record the Development Agreement pursuant to the terms of this Agreement. SECTION V: A summary of this Ordinance shall be published and a certified copy of the full text of this Ordinance shall be posted in the Office of the City Clerk at least five (5) days prior to the City Council meeting at which this Ordinance is adopted. A summary of this Ordinance shall also be published once within fifteen (15) days after this Ordinance's passage in a newspaper of general circulation, published, and circulated in the City of Orange. The City Clerk shall post in the Office of the City Clerk a certified copy of the full text of such adopted Ordinance along with the names of those City Council members voting for and against the Ordinance in accordance with Government Code Section 36933. This Ordinance shall take effect thirty (30) days from and after the date of its final passage. ADOPTED this 13th day of January, 2004. c-- IN Ord. No. 22-03 ATTEST: MaryE. Mu e STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ORANGE ) I, MARY E. MURPHY, City Clerk of the City of Orange, California, do hereby certify that the foregoing Ordinance was introduced at the regular meeting of the City Council held on the 9th day of December, 2004, and thereafter at the regular meeting of said City Council duly held on the 13th day of January, 2004, was duly passed and adopted by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: COUNCILMEMBERS: Ambriz, Alvarez, Murphy, Coontz, Cavecche COUNCILMEMBERS: None COUNCILMEMBERS: None COUNCILMEMBERS: None MaryE. M Ord. No. 22-03 3 GAS J,t' It&l( - ~ 3'14c . 1 EXEMPT FROM RECORDER'S FEES Punuanlto Govenunent Code it 6103 """ 27383 City Clerk City of Orange 300 East Chapman Avenue Orange, CA 92866 Recorded in Official Records. County of Orange Tom Daly. Clerk-Record.r ImH~IIIIIIIUIIIIUlln.IHnlllllllll NO FEE 200 91 A122~10228111:34am 02110104 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Recording request>ed by """ when recorded return to: SPACE ABOVE FOllIlECORDER'S USE) f,'\( 7--:} I DEVELOPMENT AGREEMENT St. Joseph Hospital of O....ge Muter Plan) BY AND BETWEEN CITY OF ORANGE, a California municipal corporation, and ST. JOSEPH HOSPITAL OF ORANGE, a California nonprofit pnbHe benefit corporation THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTiliS HERETO PURSUANT TO THE REQUlREMENTS OF GOVERNMENT CODE ~6S868.S Paee 1. Recitals ..... ..................................... ....... ............. ....... .................... ...... .................... .............1 2. Definitions .. ......... ........ ........................ .................. ..... .... ...................... ......... .................... ..8 3. Binding Effect................ .................................................................................................... 1 0 4. Negation of Agency ..........................................................................................................11 5. Development Standards for the Project Properties; Applicable Rules .............................11 6. Right to Develop ................................................................................................................12 7. Acknowledgments, Agreements and Assurances on the Part of the Developer ...............13 8. Acknowledgments, Agreements and Assurances on the Part of the City .........................13 9. Cooperation and Implementation ......................................................................................15 10. Compliance; Termination; Modifications and Amendments ............................................17 11. Operating Memoranda ......................................................................................................19 12. Term of Agreement ........................................................................................................... 19 13. Administration of Agreement and Resolution of Disputes ...............................................19 14. Transfers and Assignments ...............................................................................................21 15. Mortgage Protection ... ................................ ............. ................... ............................ ...........22 16. Notices........................... ............................................... ....................... ............................. 23 17. Severability and Termination ............................................................................................24 18. Time of Essence ................................................................................................................24 19. Force Majeure ................................................................................................................... 24 20. Waiver .................... .......... .......................... ....... ...... ......... ..................... ............................ 2 5 21. No Third Party Beneficiaries ............................................................................................25 22. Attorneys' Fees ....................................................................... .......................................... 25 23. Incorporation of Exhibits ............. ................. .........:.................. .................. ...... ............... .25 24. Authority to Execute; Binding Effect ...............................................................................25 25. Entire Agreement; Conflicts ..............................................................................................26 26. Developer's Commitment Regarding California SaleslUse Taxes.................................... 26 27. Developer's Commitment Regarding Pepper/Stewart....................................................... 2 7 28. Remedies............................................................................................................................ 27 TABLE OF CONTENTS Exhibits Page on Whi<h First Refercn<<<! ExhibitE Exhibit F Bordered Area.................................................................................. 1 Legal Descriptions of Project Properties .........................................3 Site Plans... .... ..... ....................... ............. ......... ................................. 3 St. Joseph Hospital, Orange, Community Benefits Report, Fiscal Year 2003 ..............................................................................4 Mitigated Negative Declaration.............. ......................................... 7 Pepper/Stewart Map Showing Fee Portion and Easement Portion ...........................................................................27 Exhibit A ExhibitB ExhibitC ExhibitD i- L n___...._..___n__. ." ~_._.__.___.,...___ T' ..-..... _. ---. -- DEVELOPMENT AGREEMENT St. Joseph HOIpita. of Onmp Muter PlaD)This Development Agreement (St. Joseph Hospital of Orange Master Plan) (the Agreement") is made in Orange County, California as of February 1111\ .2004, by and between the City of Orange. 8 municipal corporation (the "City"), andSt. Joseph Hospital of Orange, 8 California nonprofit public benefit corporation and its affiliates (collectively,Developer"). . I. Rec:itah. This Agreement is made with respect to the following facts and for the following purposes. each of which is acknowledged as true and COITect by the parties:8) The City is authorized, pursuant to Government Code ~~65864 through 65869. 5 (the "Development Agreement Statutes") and Chapter 17.44 (Development Agreements) of the Orange Municipal Code to enter into binding agreements with persons or entities having legal or equitable interests in real property for the development of such property in order to establish certainty in the development process.b) There is located within the City 8 large nwnber of properties generally bordered by Main Street on the West, Palmyra Avenue on the North, Batavia Street on the East and La Veta Avenue on the South (the "Bordered Area''). The Bordered Area is depicted on attached Exhibit A. The Bordered Area consists of several uses, but most of the uses are related to healthcare. residential, educational or religious purposes as part of the St. Joseph Hospital/ Children's Hospital of Orange complex. The properties within the Bordered Area are owned by several different entities, but the primary owners are Developer and Chaco Realty Corporation, a California nonprofit public benefit corporation. (f 0 the south of the Bordered Area across La Veta Avenue are several additional properties and buildings which are primarily healthcare related properties such as an outpatient services facility.) The chart which appears below sets forth those properties within the Bordered Area which are owned by Developer. The letter references in the following chart are reflected on the attached Exhibit A depiction.Parcel APN C.1ftII1 U.... ,..Ow...N.......' A 041-063-24 Residential St. Joseph Hospital of Orange. a Californ ia fit blie benefit c on B 041-063-22 Residential St. Joseph Hospital of Orange, a Californ ia n fit lic benefit c C 041-063-21 Residential St. Joseph Hospilal of Orange, a California fit lie benefit on F 041-063-29 Residential Sisters of St. Joseph of Orang'. a California n fitreli .041- 063-35 Residential Sisters ofSt. Joseph ofOraoge, a California fitret' 'ous Parcel APN Cu......tU... F..Owner Number' J 04 1-lJ63-34 Residential Sisters of St. Joseph of Orange, a California nonorofit reliRious comoratiOll K.I 041-063-38 Residential SisterS of St. Joseph of Ormge. a California DOllorofit reliRious cornoration K-2 041-063-38 Residcntlal Sisters of SI. Joseph of Ormge, a California nnnnrofit reliRious '011 P 04I-o~3- 19 Residential St. Joseph Hospital of Ormge. a California nonprofit nublie bc:ncfit .Q 04I- o~3-18 Residential SI. JoscpIt Hospital of Orange. aCalifornia nonnrofit tlIlblic: benefit ion R 041-o~3-o1 Residential St. Jo..ph Hospital of Orange, a California normmfit public benefit c on S 04I-o~3- 4~ Sister Elizabeth Building SI. JoscpIt Hospital of Orange, a California nnnnrofit nuhlic: benefit ,,,,,,,,,,,,lion T 04I-o~ 3-4~ Patlting SlI'I1Ct11nl St. Joseph Hospital of Orange, a California nonnroflt public benefit co........tion y 04I-o~3-38 Surface Parking SI. Joseph Hospital of Orange, a California nonprofit nublic benefit Con Z 39lHi81-10 Hospital St. JoscpIt Hospital of Orange. a California nooorofit public benefit ion AA 390-681-10 Parking Stnx:turc St. losepb Hospital of Orange, a California nonorofit oublic benefit co........tioo BB 390- 681-11 La Amistad Dc lose Family Health SI. Joseph Hospital of Orange, a California CenterlMother Baby As....ment nonprofit public benet1t corporatioo Center EE 390-683-02 Commercial strip center Sl.loseph Hospital of Orange. a California nonorofit oublic benefit on MM 39lHi82-o1 West Lac (surface parking) St.loseph Hospital of Orange, a California nonorofit nublic benefit coM.oration NN 041-080-37 Emergency Room and Surface SI. loseph Hospital ofOrangc. a California Parkitl. nonnrofit nublic benefit ion 00 041-080-37 Hospital St.loseph Hospital of Orange. a California nonorofit wblic benefit corDoration PP 041-080-30 Religious education and residential St. Joseph College of Orange , a California and - New Regina Residence oonprofit public benefit corporation 041-080-38 QQ 041- o80-3~ Religious education and residential St. Joseph College of Orange, a Californianonorofitpublicbenefit co;:;"""'ion RR 041-080-38 Religious education and residential Sl.loseph College of Orange. a California nonorofit oublic benefit c"""""tion SS 041-080-30 Residential/Green Spaces Sisters ofSI.Joseph of Orange, a California i nonorofit relitzious cnmotatlon c) Some of the lettered properties referred to in the chart above will be involved in the "St. Joseph Master Plan Hospital Expansion" (also known as the "Master Plan of Seismic Upg1'lldes") which is the subject of this Agreement. Those but the St. Joseph Master Plan Hospital Expansion also involve small portions of adjacent parcels owned by Developer (collectively, the "Project Properties"). 'The Project Properties are legally defined on attached Exhibit B.d) The plan of future development of the Project Properties (which will include certain subdivision applications) is depicted on the Site Plans attached hereto as Exhibit C ( the "Project"). The Site Plans reflect certain specific improvements which are further described and defined by specific improvement names in Section 2 hereof (Defmitions) ~Patient Care Center (Phase I)," etc.). .e) Pursuant to Government Code ~65867.5, the City Council fmds that: ( i) this Agreement and any Approvals of the Project implement the goals and policies of the City's General Plan, provide balanced and diversified land uses and impose appropriate standards and requirements with respect to land development and usage in order to maintain the overall quality of life and the environment within the City; (ii) this Agreement is in the best interests of and not in detriment to the public health, safety and general welfare of the residents of the City and the surrounding region; (iii) adopting this Agreement is consistent with the City's General Plan and constitutes a present exercise of the City's police power; and (iv) this Agreement is being entered into pursuant to and in compliance with the requirements of Government Code ~65867. In addition and further pursuant to Government Code ~65867.5(c).any tentative maps prepared for subdivision actions on the Project Properties under this Agreement shall comply with Government Code ~66473.7 (Water Availability).Substantial public benefits (as required by Section 17.44.200 of the Orange Municipal Code) will be provided by Developer and the Project (as a regional hospital) to the entire community. These substantial public benefits include, but are not limited to, the following:1) By definition and by its existence, St. Joseph Hospital is and, at the completion of the Project. will continue to be an enonnous public resouree to the community.2) Developer (as a nonprofit public benefit corporation) must privately fund the cost of approximately 5640,000,000 for the Project, including the seismic retrofitting of certain of the Project Properties as required by SB 1953 (an unfunded State-tnAndAt"'d statute) and the Office of Statewide Health Planning and Development. At the completion of the Project. the public will benefit from safer, state-of-the- art healthcare facilities.3) As part of the Project, Developer will apply for the vacation/ transfer of a portion of Pepper Street and a portion of Stewart Drive and, at such time as the City approves the vacation/transfer. the City (and thus the public) will be freed from maintenance obligations and potential liability in colUlection with such portion of Pepper Street and such portion of Stewart Drive.4) Developer will construct, at its expense, above-standard improvements tn the public intersection at Bush Street and Stewart Drive, and Developer will Encroachment Agreement with the City in connection with these attractive and functional intersection improvements. The improvements will add to the public's pleasant experience in visiting the St. Joseph Hospital campus. 5) The Project will provide construction employment for hundreds of workers during these uncertain economic times, and, over the next 20 to 30 years, it is expected that the Project will generate a large number of healthcare jobs to serve the needs of a growing healthcare population in the Central Orange County area. 6) Developer and Children's Hospital of Orange ("CHOC") are not affiliated, but they share the same campus. The Project will enable the Developer and CHOC to provide improved access, shared services and efficiencies to the community and the public because Developer and CHOC have agreed in principle to several significant construction and other subprojects, including the re-routing of Pepper Street and the construction of an underground tunnel between CHOC's hcalthcare facility known as CHOC North and Developer's to-be-constructed Patient Care Center (phase I) (as hereinafter defined). Pediatric patients will therefore have improved opportunities to benefit from both hospitals' expertise resulting from the cooperative construction and shared use agreements.7) The Project will increase the number and efficiency of the approximately thirty-three (33) well-organized community benefit service programs and activities now provided by Developer. Such programs and activities encompass at least six (6) clinical areas: (i) outreach clinics, (ii) community-oriented wellness and health promotion; (iii) prevention services;iv) educational seminars and classes; (v) transportation services; and (vi) allied health professional training. For fiscal year ending June 30, 2003, Developer's Community Benefit Plan resulted in $27,091,000 of specific, tangible public benefits to the Central Orange County area.Among the public benefits provided to the community are: ( A) La Amistad Family Health Center, which provides healthcare services to the medically underserved populations; (B) a mobile preventative healthcare program known as Puente a la Salud Mobile Community Clinic;C) Project Pride, a collaborative effort with the City of Santa Ana Parks and Recreation Department to reduce gang involvement; (D) a diabetes healthcare program for underserved diabetics known as Accessing Better Care for Diabetes (ABCD); ( E) dental care which resulted in 4,100 dental visits during fiscal year ending June 30, 2003; ( F) a tobacco use prevention program; (0) a training program for Certified NlU' Sing Assistants for young LatinoslLatinas;H) development of the Mother-Baby Assessment Center to improve newborn and postpartum outcomes; (1) a program at the Orange Senior Center to provide transportation to seniors out to the community for socializing and maintenance of independent living; (1) St. Joe's Kids On th~Block program, which is an alcohol, tobacco and drug prevention program; and (K) in partnership with Orange Unified School District, a program to provide adult literacy classes on the St. Joseph Hospital campus. A copy of the "St. Joseph Hospital, Orange, Community Benefits Report, Fiscal Year 2003" for the period ending June 30, 2003 is attached hereto as ExhibitD. 4 T-~-"--~---- --- 8) Developer's agreement concerning sales/use taxes as provided in Section 26 hereof.9) Developer shall pay up to Seventy-Five Thousand Dollars ($75,000.00) for the cost of the relocation of the traffic signal located at the comer of Pepper Street and West La Veta Avenue, which traffic signal relocation is necessitated by the widening of West La Veta Avenue, said payment to be made promptly following completion of the relocation and acceptance thereof by the City. In exchange for these substantial public benefits, City intends to give Developer assurance that Developer can proceed with the development of the Project and the Project Properties for the term and pursuant to the terms and the conditions of this Agreement and in accordance with the Applicable Rules (as hereinafter defined). t) Substantial public benefits (as required by Section 17.44.200 of the Orange Municipal Code) will be provided by Developer and the Project (as a regional hospital) to the entire community. These substantial public benefits include, but are not limited to, the following: I) By definition and by its existence. St. Joseph Hospital is and, at the completion of the Project, will continue to be an enormous public resource to the community. 2) Developer (as a nonprofit public benefit corporation) must privately fund the cost of approximately $640,000,000 for the Project, including the seismic retrofitting of certain of the Project Properties as required by SB 1953 (an unfunded State- mandated statute) and the Office of Statewide Health Planning and Development. At the completion of the Project, the public will benefit from safer. state-of-the- art hea1thcare facilities.3) As part of the Project, and for fair and adequate consideration.Developer and the City will agree to the vacationltransfer of a portion of Pepper Street and a portion of Stewart Drive and, at such time as conveyance instruments from the City are recorJ"J.the City (and thus the public) will be freed from maintenance obligations and potentialliabi Ii t ~in connection with such portion of Pepper Street and such portion of Stewart Drive. The conveyance instruments will record upon the City'sdetermination to sell/convey after it tak",actions in accordance with law to sell/convey a portion of Pepper Street and a portion of Stc" ,In Drive to Developer and following receipt of such fair and adequate consideration from Developer.4) Developer will construct, at its expense, above-standard improvements to the public intersection at Bush Street and Stewart Drive, and Developer \\ ,II enter into an Encroachment Agreement with the City in connection with these attractivean.1 functional 5) The Project will provide construction employment for hundreds of workers during these uncertain economic times, and, over the next 20 to 30 years, it is expected that the Project will generate a large number of health care jobs to serve the needs of a growing hea1thcare population in the Central Orange County area. 6) Developer and Children's Hospital of Orange ("CHOC'') are not affiliated, but they share the same campus. The Project will enable the Developer and CHOC to provide improved access, shared services and efficiencies to the community and the public because Developer and CHOC have agreed in principle to several significant construction and other subprojects, including the re-routing of Pepper Street and the construction of an underground tunnel between CHOC's healthcare facility known as CHOC North and Developer's to-be-const:ructed Patient Care Center (phase I) (as hereinafter defined). Pediatric patients will therefore have improved opportunities to benefit from both hospitals' expertise resulting from the cooperative construction and shared use agreements.7) The Project will increase the number and efficiency of the approximately thirty-three (33) community benefit service programs and IICtivities now provided by Developer. Such programs and activities encompass at least six (6) clinical areas: (i) outreach clinics, (ii) community-oriented wellness and health promotion; (iii) prevention services;iv) educational seminars and classes; (v) transportation services; and (vi) allied health professional training. For fiscal year ending June 30, 2003, Developer's Community Benefit Plan resulted in $27,091,000 of specific, tangible public benefits to the Central Orange County area.Among the public benefits provided to the community are: ( A) La Amistad Family Health Center, which provides hea1thcare services to the medically underserved populations; (B) a mobile preventative healthcare program known as Puente a la Salud Mobile Community Clinic;C) Project Pride, a collaborative effort with the City of Santa Ana Parks and Recreation Department to reduce gang involvement; (D) a diabetes healthcare program for underserved diabetics known as Accessing Better Care for Diabetes (ABCD); ( E) dental care which resulted in 4, I 00 dental visits during fiscal year ending June 30, 2003; ( F) a tobacco use prevention program; (G) a training program for Certified Nursing Assistants for young LatinoslLatinas;H) development of the Mother-Baby Assessment Center to improve newborn and postpartum outcomes; (I) a program at the Orange Senior Center to provide transportation to seniors out to the community for socializing and maintenance of independent living; (J) St. Joe's Kids On the Block program, which is an alcohol, tobacco and drug prevention program; and (K) in partnership with Orange Unified School District, a program to provide adult literacy classes on the St. Joseph Hospital campus.8) Developer's agreement concerning sales/use taxes as provided in Section 26 hereof.9) Developer shall pay up to Seventy-Five Thousand Dollars 75,000.00) for the cost of the relocation of the traffic signal located at the comer of Pepper Street and West La Veta Avenue, which traffic signal 1 of West La Veta Avenue, said payment to be made promptly following completion of the relocation and acceptance thereof by the City.In exchange for these substantial public benefits, City intends to give Developer assurance that Developer can proceed with the development of the Project and the Project Properties for the term and pursuant to the terms and the conditions of this Agreement and in accordance with the Applicable Rules (as hereinafter defined).g) The Developer has applied for and the City has granted this Agreement in order to create a beneficial project and a physical environment that will conform to and compliment the goals of the City, create a development project sensitive to human needs and values, facilitate efficient traffic circulation, and develop the Project Properties.h) This Agreement will bind the City to the tenns and obligations specified in this Agreement and will limit, to the degree specified in this Agreement and under the laws of the State of California, the future exercise of the City's ability to delay, postpone, preclude or regulate development on the Project Properties. except as provided for herein.i) In accordance with the Development Agreement Statutes, this Agreement eliminates lUlcertainty in the planning process and provides for the orderly improvement of the Project Properties. Further, this Agreement provides for appropriate further development of the Project Properties over and above the improvements which currently exist on the Project Properties and generally serves the public interest within the City and the surrolUlding region.G) The following actions were taken with respect to the approval of this Agreement and the Project:1) An environmental review has been conducted and Mitigated Negative Declaration No. 1719-03 has been approved for the Project in accordance with the California Environmental Quality Act. A copy of the Mitigated Negative Declaration is attached hereto as Exhibit E. 2) On August 25,2003, the Planning Commission of the City held a duly noticed public hearing on the Developer's application for a Development Agreement and by Resolution No. PC 32-03, recommended to the City COlUlcil approval of this Agreement.3) On October 14, 2003. the City COlUlcil of the City held a duly noticed public hearing on the Developer's application for a Development Agreement and on October 14,2003, the City Council adopted Ordinance No. 22-03 approving this Agreement.k) The Developer represents to the City that, as of the Effective Date. it is the owner of the Project Properties, subject to encumbrances, easements, covenants, conditions.restrictions, and other matters of record.7 r_-..-.---.-----------.- 2. Defmitions. In this Agreement, unless the context otherwise requires: a) "Applicable Rules" means the development standards and restrictions set forth in Section 5 of this Agreement which shall govern the use and development of the Project Properties and shall amend and supersede any conflicting or inconsistent provisions of zoning ordinances, regulations or other City requirements relating to development of property within the City. b) "Circulation Improvements (Pbase 1)" means the addition ofa cuI- de-sac at the old intersection of Stewart Drive and Pepper Street, the re-routing of Pepper Street along the southern side of the Patient Care Facility (phase I) as a private alley, the provision of a new fire truck access lane along the eastern edge of the existing parking structure (which structure is located on Parcel AA as shown on attached Exhibit A), the reduction and reconfiguration of the surface parking on Parcel MM to the west of the Patient Care Center Phase I), and the consolidation of several existing residential curb cuts on Palmyra A venue into one single curb cut east of Facilities ServiceS Building (phase I), which new curb cut is required by the City's Fire Department for emergency fire access only. The reconfiguration of Stewart Drive and Pepper Street will result in the street vacation and sale by the City (and transfer of maintenancelliability obligations to Developer) of Pepper Street and a portion of Stewart Drive,the implementation ofroadway, parking and landscape improvements, and aesthetic enhancement to the public intersection located at Bush Street and Stewart Drive.c) "Circulation Improvements (Phase 3)" means the addition of an access to the Parking Structure ( Phase 3).d) "Development Agreement Statutes" means Government Code ~~ 65864 to 65869.5.e) "Discretionary ActioDs" and "Discretionary Approvals" are actions which require the exercise of judgment or a discretionary decision, and which contemplate and authorize the imposition of revisions or additional conditions, by the City, including any board.commission, or department of the City and any officer or employee of the City; as opposed to actions which in the process of approving or disapproving a permit or other entitlement merely requires the City, including any board, commission, or department of the City and any officer or employee of the City, to determine whether there has been compliance with applicable statutes.ordinances, regulations, or conditions of approval.f) "ED Replacement (Phase 3)" means a use of Parcel NN for emergency department uses. It is contemplated that the ED Replacement (Phase 3) will be constructed as part of Phase 3, that it will be one (I) story with a Maximum Height of twenty (20) feet from finished grade, and that it will consist ofapproximately 21,000 square feet.g) "Effective Date" is the date the ordinance approving this Agreement becomes I h) "Facilities Services Buildiag (phase 1)" means a use of Parcels P, Q and R for facilities to serve the energy requirements of St. Joseph Hospital at the completion of Phase 1. It is contemplated that the Facilities Services Building (Phase 1) will be constructed as part of Phase I, that it will be one (1) story with a Maximum Height of thirty (30) feet from finished grade, and that it will consist of approximately 13,585 square feet. i) "FacWttes Services Bulldlag (phase 2)" means a use ofParceis P, Q and R for facilities to serve the energy requirements of St Joseph Hospital at-the completion of Phase 2. It is contemplated that the Facilities Services Building (phase 2) will be constructed as part of Phase 2, that it will be one (I) story with a Maximum Height of thirty (30) feet from finished grade, and that it will consist of approximately 8,000 square feet. No parking or on-site circulation improvements arc contemplated in connection with the Facilities Services Building phase 2) or otherwise in connection with Phase 2.j) "Facilities Services BuUdinl (Phase 3)" means a use of Parcels P. Q and R for facilities to serve the energy requimnents of St. Joseph Hospital at the completion of Phase 3. It is contemplated that the Facilities Services Building (phase 3) will be constructed as part of Phase 3, that it will be one (1) story with a Maximum Height of thirty (30) feet from finished grade, and that it will consist of approximately 8,000 square feet.k) "Future Approvals" means any action in implementation of development of the Project Properties which requires Discretionary Approvals pursuant to the Applicable Rules, including, without limitation, parcel maps, tentative subdivision maps, development plans.and conditional use permits. Upon approval of any of the Future Approvals, as they may be amended from time to time, they shall become part of the Applicable Rules, and Developer shall have a "vested right," as that term is defined under California law, in and to such Future Approvals by virtue of this Agreement I) "Major Site Plan Review" means that certain Major Site Plan Review No. 293-03 for the overall Project on the Project Properties.m) "Maximum Height" means the highest point from finished grade of an improvement, excluding equipment, appwtenanccs, equipment screens, elevator penthouses and the like.n) "Parkiag Structure (Phase 3)" means a use of Parcel BB for an expansion of the existing parking structure on Parcels AA and T. It is contemplated that the Parking Structure (Phase 3) will be constructed as part of Phase 3, that it will be three (3) levds with a Maximum Height which will match the existing parking strI1CtUrC to which it will be contiguous on the west, that it will provide approximately 200 parking spaces (for a total of approximately 2,119 parking spaces to serve the Project Properties), and that it will consist of approximately 105, 000 square feet. 0) "Patient Care Center (Phase 1)" means a use of Parcels MM and Z and a portion of the vacated Pepper Street for patient care services. It is contemplated that the Patient Care Center (phase 1) will be constructed as part of Phase I, that it will be four (4) stories with a basement with a Maximum Height of shcty-eight (68) feet (and, overall, 90 feet to the top of the mechanical screen) from finished grade, that it will consist of approximately 237,860 square feet including an approximately 2,168 sqUlUe foot mechanical penthouse but excluding an approximately 900 square foot tunnel from CHOC North and an approximately 900 square foot link to the existing main hospital), and that it will provide a total of approximately 150 licensed beds.P) "Patient Care Center (Phase 2)" means a use of Parcels Z, NN and 00 for patient ClUe services. It is contemplated that the Patient ClUe Center (Phase 2) will be constructed as part of Phase 2, that it will be five (5) stories with a basement with a Maximum Height of eighty-five (85) feet (and, overall, 90 feet to the top of the mechanical screen) from finished grade, that it will consist of approximately 262,000 square feet, and that it will provide a total of approximately 200 licensed beds.q) "Patient Care Center (Phase 3)" means a use of Parcels Z, NN and 00 for patient care services. It is contemplated that the Patient Care Center (Phase 3) will be constructed as part of Phase 3, that it will be five (5) stories with a basement with a Maximum Height of eighty-five (85) feet (and, overall, 90 feet to the top of the mechanical screen) from finished grade, that it will consist of approximately 404,000 square feet, and that it will provide a total of approximately 240 licensed beds.r) "Phase 1" means improvements to be constructed on the Project Properties through approximately 2006.s) "Phase 2" means improvements to be constructed on the Project Properties through approximately 2012.t) "Phase 3" means improvements to be constructed on the Project Properties through approximately 2020 (and beyond).u) Other terms not specifically defined in this Agreement shall have th.: S.lI"C meaning as set forth in Chapter 17.44 (Development Agreements) of the Orange Municipal Code.3. Bindinl! Effect. lbis Agreement, and all of the terms and conditions of this Agreement shall, to the extent pennined by law, constitute covenants which shall run with tbc land comprising the Project Properties for the benefit thereof, and the benefits and burdens ,.1 this Agreement shall be binding upon and inure to the benefit of the parties and their respc_' I' .assigns, heirs, or other successors in interest.10 T-~~ I 4. Neodon of ARenev. The parties acknowledge that, in entering into and performing under this Agreement, each is acting as an independent entity and not as an agent of the other in any respect. Nothing contained herein or in any document executed in connection herewith shall be construed as making the City and Developer joint venturers, partners, agents of the other, or employer/employee. 5. DeveloDmeDt Studarda for the Prolect Pronerties: AooHcable Rules. The development standards and restrictions set forth in this Section shall govem the use and development of the Project Properties and shall constitute the Applicable'Rules, except as otherwise provided herein, and shall amend and supersede any conflicting or inconsistent provisions of existing zoning ordinances, regulations or other City requirements relating to development of the Project P,operties and any subsequent changes to the Applicable Rules as specifically described in Section 5(c): a) The following ordinances and regulations shall be part of the Applicable Rules: 1) The City's General Plan as it exists on the Effective Date; 2) The City's Municipal Code relating to Development Agreements which is set forth in Chapter 17.44 of the Orange Municipal Code, as it exists on the Effective Date; and 3) Such other ordinances, rules. regulations, and official policies governing permitted uses of the Project Properties, density, design, improvement, and construction standards and specifications applicable to the development of the Project Properties in force on the Effective Dale, except as it may be in conflict with the provision of subsection (b) of this Section. b) The following development standards and procedures shall also govern the development of the Project Properties and shall be part of the Applicable Rules, notwithstanding the standards and procedures set forth in subsection (a) of this Section and shall govern the Future Approvals: 1) The following uses shall be allowed on the Project Properties as part of the Project, subject to the terms, provisions and conditions of the Major Site Plan Review: a. Circulation Improvements (Phase 1) b. Circulation Improvements (phase 3) c. ED Replacement (Phase 3) d. Facilities Services Building (Phase 1) e. Facilities Services Building (Phase 2) f. Facilities Services Building (phase 3) g. Parking Structure (Phase 3) II h. Patient Care Center (Phase I) i. Patient Care Center (Phase 2) j. Patient Care Center (Phase 3) 2) In addition to the uses subject to the Major Site Plan Review set forth in Subsection (b)(l) of this Section 5, the City's Director of Community Development Director") may also require an individual Conditional Use Permit for a new structure or the enlargement or exterior alteration of an existing structure. c) Notwithstanding the provisions of this Agreement, the City reserves the right to apply certain other laws, ordinances and regulations under the certain limited circumstances described below: 1) This Agreement shall not prevent the City from applying new ordinances, rules, regulations and policies relating to uniform codes adopted by City or by the State of California as state codes, such as the Uniform Building Code, National Electrical Code, Uniform Mechanical Code or Uniform Fire Code, as amended, and the application of such codes to the Project Properties at the time of application for issuance of building permits for structures on the Project Properties including such amendments as the City may adopt from time to time. 2) In the event that State or Federal laws or regulations prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations; provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. Notwithstanding the foregoing, City shall not adopt or undertake any regulation, program or action or fail to take any action which is inconsistent or in conflict with this Agreement until City makes a finding that such regulation, program actions or inaction is required (as opposed to permitted) to comply with such State and Federal laws or regulations after taking into consideration all reasonable alternatives. 3) Notwithstanding anything to the contrary in this Agreement, City shall have the right to apply City ordinances and regulations (including amendments to Applicable Rules) adopted by the City after the Effective Date, in connection with any Future Approvals, or deny, or impose conditions of approval on, any Future Approvals in City's sole discretion if such application is required to protect the physical health or safety of existing or future occupants of the Project Properties, or any portion thereof or any lands adjacent thereto. 6. Ripht to DeveloD. Subject to the terms of this Agreement, and as of the Effective Date, Developer shall have a vested right to develop the Project Properties in accordance with the Applicable Rules and permitted uses, subject to the Major Site Plan Review and subject to the approval of any individual Conditional Use Permits in conformance with the development 12 I A 1 standards for the Public Institution District Zone and the City's off-street parking requirements as set forth in the Applicable Rules.7. Acknowlcdl!Dlentl. AlIreement.and Asaunnces On the Part of the Develoaer.a) Develooer'. Faithful Performance. The parties acknowledge and agree that Developer's faithful performance in developing the Project on the Project Properties and in constructing and installing certain public improvements and complying with the Applicable Rules win fulfill substantial public needs. The City acknowledges and agrees that there is good and valuable consideration to the City resulting from Developer's 8SSUIlIIICCS and faithful performance thereofand otherwise as referenced in Section I(t) hereof and otherwise in this Agreement, and that same is in balance with the benefits conferred by the City on the Project.The parties further acknowledge and agree that the exchanged consideration hereunder is fair,just and reasonable. Developer acknowledges that the consideration is reasonably related to the type and extent of the impacts of the Project on the community and the Project Properties, and further acknowledges that the consideration is necessary to mitigate the direct and indirect impactsc:aused by the development On the Project Properties.b) Oblhratiou to be NOn-Reeoune. As a material clement of this Agreement, and as an inducement to Developer to enter into this Agreement, each of the parties understands and agrees that the City's remedies for breach of the obligations of Developer under this Agreement shall be limited as described in this Agreement.8. Acknowledmaenta. A_menta and As.unnces On the Part of the Cltv. In order to effectuate the provisions of this Agreement, and in consideration for the Developer to obligate itself to carry out the covenants and conditions set forth in the preceding Section of this Agreement, the City hereby agrees and assures Developer that Developer will be permitted to carry out and complete the development of the Project and development on the Project Properties in accordance with the Applicable Rules, subject to the tenus and conditions of this Agreement and the Applicable Rules. Therefore, the City hereby agrees and acknowledges that:a) Entitlement to Develop. The Developer is hereby granted the vested right to develop the Project On the Project Properties to the extent and in the manner provided in this Agreement, subject to the Applicable Rules and the Future Approvals.b) c.onmetinll! Enactments. Any change in the Applicable Rules, including..without limitation, any change in any applicable general area orspecific p\ aa, zoning,subdivision or building regulation, adopted or becoming effective after the Effective Date,including, without limitation, any such change by means of a Future Approval, an ordinance.initiative, resolution, policy. order or moratoriwn, initiated or instituted for any reason whatsoever and adopted by the Council, the Planning Commission or any other board,commission or department of City, or any officer or employee thereof, or by the electorate. as the case may be, which would, absent this Agreement, otherwise be applicable to the Project Properties and which would conflict in any way with or be more restrictive than the. Rules ("Subsequent Rules"), shall not be applied by City to any part of the Project Properties. Developer may give City written notice of its election to have any Subsequent Rule applied to such portion of the Project Properties as it may own, in which case such Subsequent Rule shall be deemed to be an Applicable Rule insofar as that portion of the Project Properties is concerned. c) Permitted ConditiolUl. Provided Developer's applications for any Future Approvals are consistent with this Agreement and the Applicable Rules, City shall grant the Future Approvals in accordance with the Applicable Rules and authorize development of the Project Properties for the uses and to the density and regulations as described herein. City shall have the right to impose reasonable conditions in connection with Future Approvals and, in approving tentative subdivision maps, impose dedications for rights of way or easements for public access, utilities, water, sewers, and drainage necessary for the Project or other developments on the Project Properties; provided, however, that such conditions and dedications shall not be inconsistent with the Applicable Rules in effect prior to imposition of the new requirement nor inconsistent with the development of the Project as contemplated by this Agreement; and provided further that such conditions and dedication shall not impose additional infrastructure or public improvement obligations in excess of those identified in this Agreement. In connection with a Future Approval, Developer may protest any conditions, dedications or fees to the City Councilor as otherwise provided by City rules or regulations while continuing to develop the Project Properties; such a protest by Developer shall not delay or stop the issuance of building permits or certificates of occupancy unless otherwise provided in the Applicable Rules. d) Timinl! of DeveloDmeut. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984) that failure of the parties to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over the parties' agreement, it is the intent of Developer and the City to cure that deficiency by acknowledging and providing that Developer shall have the right without the obligation) to develop the Project Properties in such order and at such rate and at such time as each deems appropriate within the exercise of its subjective business judgment, subject to the terms of this Agreement; provided, however, that Developer hereby commits to City that the Patient Care Center (Phase I) and the Facilities Services Building (phase I) will be substantially completed on or before December 3 1,2015. e) Moratorium. No City-imposed moratorium or other limitation ( whether relating to the rate, timing or sequencing of the development or construction of all or any part 0 f the Project Properties whether imposed by ordinance, initiative, resolution, policy, order or otherwise, and whether enacted by the Council, an agency of City, the electorate, or otherwise)affecting parcel or subdivision maps (whether tentative, vesting tentative or final), building permits, occupancy certificates or other entitlements to use or service (including, without limitation, water and sewer, should the City ever provide such services) approved, issued or granted within City, or portions of City, shall apply to the Project Properties to the extent such moratorium or other limitation is in conflict with this Agreement. 14 T . f) Permittecl Fees and ExactioDJ. Except as otherwise provided in this Agreement, City shall only chargc and impose those fees and eJW:tions, including, without limitation, dedications and any other fees or taxes (including excise. construction or any other taxcs) relating to development or the privilegc of developing thc Project Properties as set forth in thc Applicablc Rules dcscribed in Section 5 of this Agreement; provided, however, that Section 5 shall not apply to thc foUowing fees and taxes and shall not be construed to limit the authority of City to: 1) Chargc any existing or subsequently adopted application, processing, and permit fees for land use approvals, building permits, devclopment impact including, by way of example, police facility fees and fire facility fees); provided, however. that said application, processing, development impact and permitting fees shall not exceed the fees that are charged by the City generally to applicants. on a non-discriminatory basis for similar approvals, permits, or entitlements granted by City;2) Impose or levy general or special taxes. including but not limited to, property taxes, sales taxes, pan:el taxes, transicnt occupancy taxcs, business taxes, which may be applied to the Project Properties or to busincsscs occupying the Project Properties; provided.however, that the tax is of general applicability citywidc and does not burden the Project Properties disproportionately to other development within the City; or 3) Collect such fecs or exactions as are imposcd and set by governmental entities not controUed by City but which are required to be collected by City.9. Coooeration and ImDlementation. The City and Developer agree that they will cooperate with one another to the fullest extent reasonable and feasible to implement this Agreement. Upon satisfactory performancc by Developer of all required preliminary conditions.actions and payments, the City will commence and in a timely manner proceed to complete all steps necessary for the implementation of this Agreement and the development of the Project " n the Project Properties in accordance with thc termS of this Agreement. Developer shall, in a timely manner, provide the City with all docwnents, plans, and othcr information necessary Ii' r the City to carry out its obligations. Additionally:a) Further Assurances: Coven.nt to Sim Doeumentl. Each party shall take all actions and do all thinglI, and execute, with acknowledgment or affidavit, if required. . 111 \and all docwnents and writings, that may be neccssary or proper to achieve the purposes anJ objectives of this Agreement.b) Reimbunement and ADoortionment. Although the parties do not contemplate a condition of a Future Approval requiring excess capacity or size of required dedications or public facilities beyond that rcquired by the Applicable Rules, nothing in lh I'Agreemcnt precludes City and Developer from entering into any reimbursement agrecmenl' :.. f the portion (if any) of the cost of any dedications, public facilities and/or infrastructure thai I ...pursuant to this Agreement, may require as conditions of the Future Approvals agreed to ,,, ..,,, 5 r----'~----~. Parties, to the extent that they are in excess of those reasonably necessary to mitigate the impacts of the Project or development on the Project Properties. c) Processint[. Upon satisfactory completion by Developer of all required preliminary actions and payments of appropriate processing fees, if any, City shall, subject to all legal requirements, promptly initiate, diligently process, and complete all required steps, and promptly act upon any approvals and permits necessary for the development by Developer in accordance with this Agreement, including, but not limited to, the following: I) the processing of applications for and issuing of all discretionary approvals requiring the exercise ofjudgment and deliberation by City, including without limitation, the Future Approvals; 2) the holding of any required public hearings; and 3) the processing of applications for and issuing of all ministerial approvals requiring the determination of conformance with the Applicable Rules, including, without limitation, site plans, grading plans, improvement plans, building plans and specifications, and ministerial issuance of one or more final maps, grading permits, improvement permits, wall permits, building permits, lot line adjustments, encroachment permits, temporary use permits, certificates of use and occupancy and approvals and entitlements and related matters as necessary for the completion of the development of the Project Properties ("Ministerial Approvals"). d) Processint[ Duriot[ Third Partv Litintioo. The filing of any third party lawsuit(s) against City and Developer relating to this Agreement or to other development issues affecting the Project Properties shall not delay or stop the development, processing or construction of the Project, approval of the Future Approvals, or issuance of Ministerial Approvals, unless the third party obtains a court order preventing the activity. City shall not stipulate to or fail to oppose the issuance of any such order. e) State. Fedenl or Case Law. Where any state, federal or case law allows City to take any action with respect to that law, City shall, in an expeditious and timely manner. at the earliest possible time, (i) act in such a way as to be generally consistent with, and shall not take any action to frustrate the purpose and intent of this Agreement or impair the benefits provided to Developer hereunder and shall carry out the terms of, this Agreement; and (ii) take such other actions as may be necessary to carry out in good faith the terms of this Agreement. f) Defense or A2reement. City agrees to and shall timely take all actions which are necessary or required to uphold the validity and enforceability of this Agreement and the Applicable Rules, subject to the indemnification provisions of this Section. Developer shall indemnify, protect and hold harmless, the City and any agency or instrumentality thereof, and/or any of its officers, employees, and agents from any and all claims, actions, or proceedings against the City, or any agency or instrumentality thereof, or any of its officers, employees and 16 1 - agents, to attack, set aside, void, annul, or seek monetary damages resulting from an approval of the City, or any agency or instrumentality thereof, advisory agency, appeal board or legislative body including actions approved by the voters of the City, concerning this Agreement. The City shall promptly notify the Developer of any claim, action, or proceeding brought forth within this time period. City shall be entitled to select legal counsel of its choice to conduct such defense and which legal counsel shall represent the City in the defense of such action. The City in consultation with Developer shall estimate the cost of the defense of the action and Developer shall deposit said amount with the City. City may require additional deposits to cover anticipated costs. City shall refund, without interest, any unused portions of the deposit once the litigation is finally concluded. Should the City fail to either promptly notify or cooperate fully, Developer shall not, thereafter be responsible to indemnify, defend, protect, or hold harmless the City, any agency or instrumentality thereof, or any of its officers, employees, or agents. Should the Developer fail to post the required deposit within five (5) working days from notice by City, City may terminate this Agreement pursuant to its terms. If City elects to terminate this Agreement pursuant to this Section, it shall do so by written notice to Developer, whereupon this Agreement shall tenninate, expire and have no further force or effect as to the Project Properties. Thereafter, the terminating party's indemnity and defense obligations pursuant to this Agreement shall have no further force or effect as to acts or omissions from and after the effective date of said termination. 10. Comoliance: Termination: ModiflcatiollJ and Amendments. a) Review of ComoO.nce. The City's Director of Community Development shall review this Development Agreement once each year, on or before each anniversary of the Effective Date ("Periodic Review''), in accordance with this Section, and the Applicable Rules and the City's Municipal Code in order to determine whether or not Developer is out- of-compliance with any specific term or provision of this Agreement. At commencement of each Periodic Review, the Director shall notify Developer in writing that the Periodic Review will commence or has commenced.b) Prima Facie Comoliance. Within thirty (30) days after receipt of the Director's notice that the Periodic Review will commence or has commenced (and unless Developer requests and is granted a waiver by the City), Developer shall demonstrate that it has.during the preceding twelve (12) month period, been in reasonable prima facie compliance with this Agreement. For purposes of this Agreement, the phrase "reasonable prima facie compliance"shall mean that Developer has demonstrated that it has acted in accordance with this Agreement.c) Notice of Non-Comoliance: Cure Rimts. If during any Periodic Review.the Director reasonably concludes that (i) Developer has not demonstrated that it is in prima facie compliance with this Agreement, AND (ii) Developer is out of compliance with a specific.substantive term or provision of this Agreement, then the Director may issue and deliver to Developer a written noticeof non -compliance ("Notice of Non- Compliance'') detailing the specific reasons for non-compliance (including references to sections and provisions of this Agreement and Applicable Rules which have allegedly been breached) and a completestatement 17 Tn_u of all facts demonstrating such non-compliance. Developer shall have thirty (30) calendardaysfollowingitsreceiptoftheNoticeofNon -compliance in which to cure said failure(s); provided,however, that if anyone or more of the item(s) of non-compliance set fonh in the Notice of Non-compliance cannot reasonably be cured within said thirty(30) calendar day period, then Developer shall not be in breach of this Agreement if it commences to cure said item( s) within said thirty (30) day period and diligently prosecutes said cure to completion. Upon completion of each Periodic Review, if the Director determines that Developer hasnotsatisfactorilydemonstratedreasonableprimafaciecompliancewiththisAgreement, the Director shall submit a report to the City COWlcil stating what steps have been taken by the Diiector or what steps the Director recommends that the City subsequently take. (If the Director detennines that the Developer has demonstrated reasonable prima facie compliance with this Agreement, the Director will not be required to submit a report to the City Council.)d) Termination of DeveloDment Al!reement as to Brca"hl... Party. If Developer fails to timely cure any item(s) of non-compliance set forth in a Notice of Non-compliance, then the City sha1l have the right, but not the obligation, to initiate proceedings for the purpose oftenninating this Agreement or in furtherance of the legal remedies described in Section 9 of this Agreement If the City determines to terminate this Agreement, the City shall give Developer written notice of its intent to so terminate this Agreement, specifying the precise grounds for termination and setting a date, time and place for a public hearing on the issue, all in compliance with the Development Agreement Statutes. At the noticed public hearing, Developer and/or its designated representative shall be given an opportunity to make a full and public presentation to the City. If, following the taking of evidence and hearing of testimony at said public hearing, the City finds, based upon a preponderance of evidence, that the Developer has not demonstrated compliance with this Agreement, and that Developer is out of material compliance with a specific, substantive term or provision of this Agreement, then the City may unless the parties otherwise agree in writing) terminate this Agreement.e) Notice and ODoortunitv to Cure if Citv Breaches. If at any time Developer reasonably concludes that (i) City has not demonstrated that it is in prima facie compliance with this Agreement, AND (ii) City is out of compliance with a specific, substantive term or provision of this Agreement. then Developer may issue and deliver to City written nOlice of City's non-compliance, detailing the specific reasons for non-compliance (including references to sections and provisions of this Agreement which have allegedly been breached) and a complete statement of all facts demonstrating such non- compliance. City shall have thirty (30)calendar days folIowing its receipt of the Notice ofNon-compliance in which to cure said failure(s); provided, however, that if anyone or more of the item(s) of non-compliance set fonh in the Notice of Non -compliance cannot reasonably be cured within said thirty(30) calendar day period, then City shall not be in breach of this Agreement if it commences to cure said item( s)within said thirty (30) day period and diligently prosecutes said cure to completion.1) ModJfIcation or Amendment. of DeveloDment A_ment. Subjecllo the notice and hearing requirements of the applicable Development Agreement Statutes, this Agreement may be modified or amended from time to 1 Developer and the City or their successors and assigns in accordance with the provisions of the Municipal Code and Government Code ~65868. II. ODeratinll! Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer. The anticipated refmements to the Project and other development activity at the Project Properties may demonstrate that clarifications to this Agreement and the Applicable Rules are appropriate with respect to the details of performance of City and Developer. If and when, from time to time during the term of this Agreement, City and Developer agree that such clarifications are necessary or appropriate. they shall effectuate such clarifications through operating memoranda approved in writing by the City and Developer which, after execution, shall be attached hereto and become a part of this Agreement, and the same may be further clarified from time to time as necessary with future written approval by City and Developer. Operating memoranda are not intended to constitute an amendment to this Agreement but mere ministerial clarifications; therefore, no public notice or hearing shall be required. The City Attorney shall be authorized, upon consultation with and approval of Developer, to determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such a character to constitute an amendment hereof which requires compliance with the provisions of Section 10( e) above. The authority to enter into such operating memoranda is hereby delegated to the City Manager and the City Manager is hereby authorized to execute any operating memoranda hereunder without further action by the City Council. 12. Term of AlI!reemeDt. This Agreement shall become operative and shall commence upon the Effective Date. This Agreement shall remain in effect for a period of thirty 30) years from the Effective Date unless this Agreement is terminated, modified or extended upon mutual written consent of the parties hereto or as otherwise provided in this Agreement. Following expiration or termination of the term hereof, this Agreement shall be deemed terminated and of no further force and effect; provided, however, that no such expiration or termination shall automatically affect any right of the City and Developer arising from City approvals on the Project Properties prior to expiration or termination of the term hereof and arising from the duties of the parties as prescribed in this Agreement. 13. Administnltion of Al!!nement and Resolution ofDlsDutes. a) Administnltion of DIsDutes. All disputes involving the enforcement, interpretation or administration of this Agreement (including, but not limited to, decisions by the City staff concerning this Agreement and any of the projects or other matters concerning this Agreement which are the subject hereot) shall first be subject to good faith negotiations between the parties to resolve the dispute. In the event the dispute is not resolved by negotiations, the dispute shall then be heard and decided by the City Council. Thereafter. any decision of the City Council which remains in dispute shall be appealed to, heard by, and resolved pursuant to the Mandatory Alternative Dispute Resolution procedures set forth in Section 13(b) hereinbelow Unless the dispute is resolved sooner, City shall use diligent efforts to complete the foregoing City Council review within thirty (30) days following receipt of a written notice of default or 19 rm- dispute notice. Nothing in this Agreement shall prevent or delay Developer or City from seeking a temporary or preliminary injunction in state or federal court if it believes that injunctive relief is necessary on a more immediate basis. b) MandatorY Alternative Dlsoate Resolution. After the provisions of Section 13(a) above have been complied with, and pursuant to Code of Civil Procedure ~638, et seq., all disputes regarding the enforcement, interpretation or administration of this Agreement including, but not limited to, appeals from decisions of the City Council, all matters involving Code of Civil Procedure ~ 1094.5, all Ministerial Approvals, Discretionaiy Approvals, Future Approvals and the application of Applicable Rules) shall be heard and resolved pursuant to the alternative dispute resolution procedure set forth in this Section 13(b). All matters to be heard and resolved pursuant to this Section 13(b) shall be heard and resolved by a single appointedrefereewhoshallbearetiredjudgefromeithertheCaliforniaSuperiorCourt, the California Court of Appeals, the California Supreme Court, the United States District Court or the United States Court of Appeals, provided that the appointed referee shall have significant and recent experience in resolving land use and real property disputes. The parties to this Agreement who are involved in the dispute shall agree and appoint a single referee who shall then try all issues. whether of fact or law, and report in writing to the parties to such dispute all findings offact and issues and decisions of law and the final judgments made thereon, in sufficient detail to inform each party as to the basis of the referee's decision. The referee shall try all issues as ifhelshe were a California Superior Court judge, sitting without a jury, and shall (unless otherwise limited by any term or provision of this Agreement) have all legal and equitable powers granted a California Superior Court judge. Prior to the hearing, the parties shall have full discovery rights as provided by the California Code of Civil Procedure. At the hearing. the parties shall have the right to present evidence, examine and cross-examine lay and expert witnesses, submit briefs and have arguments of coWlsel heard, all in accordance with a briefmg and hearing schedule reasonably established by the referee. The referee shall be required to follow and adhere to all laws, rules and regulations of the State of California in the hearing of testimony, admission of evidence, conduct of discovery, issuance of a judgment and fashioning of remedy, subject to such restriction on remedies as set forth in this Agreement. If the parties involved in the dispule are Wlable to agree on a referee, any party to the dispute may seek to have a single referee appointed by a California Superior Court judge and the hearing shall be held in Orange Counl ~pursuant to California Code of Civil Procedure ~640. The cost of any proceeding held pursuant to this Section13(b) shall initially be borne equally by the parties involved in the dispute. anJ each party shall bear its own attorneys' fees. Any referee selected pursuant to this Section ,11. 111 be considered a temporary judge appointed pursuant to Article 6, Section 21 of the ConstiIUll,'"of the State of California. The cost of the referee shall be borne equally by each party,notwithstanding any language to the contrary in Section 22 of this Agreement concerning attorneys' fees and costs. If any party to the dispute fails to timely pay its fees or costs, or I ~ 1l1, ','cooperate in the administration of the hearing and decision process as determined by the rek,,','the referee shall, upon the written request of any party to the dispute, be required to issue a written notice of breach to the defaulting party, and if the defaulting party fails to timely re'r' ,,,. I or cooperate with the period of time set forth in the notice of default (which in any event Ill." ", 'exceed thirty (30) calendar days), then the referee shall, upon the request of any non- defaull"': 20 I party, render a default judgment against the defaulting party, At the end of the hearing, the referee shall issue a written judgment (which may include an award of reasonable attorneys' fees and costs as provided elsewhere in this Agreement), which judgment shall be fmal and binding between the parties and which may be entered as a fmal judgment in a California Superior Court. The referee shall use hislher best efforts to finally resolve the dispute and issue a fmal judgment within sixty (60) calendar days from the date ofhislher appointment. The written judgment may be appealed to the Orange County, California Superior Court under Code of Civil Procedure Sections 1294 and 1294.2. 1) Any party to the dispute may, in addition to any other rights or remedies provided by this Agreement, seek to enjoin any threatened or attempted violation hereof, or enforce by specific perfonnance the obligations and rights of the parties hereto, except as otherwise provided herein. 2) The parties hereto agree that (i) the City would not have entered into this Agreement if it were to be held liable for general, special or compensatory damages for any default under or with respect to this Agreement or the application thereof, and (ii) Developer has adequate remedies, other than general, special or compensatory damages, to secure City's compliance with its obligations under this Agreement. Therefore, the undersigned agree that neither the City nor its officers, employees or agents shall be liable for any general, special or compensatory damages to Developer or to any successor or assignee or transferee of Developer for the City's breach or default under or with respect to this Agreement; and Developer covenants not to sue the City, its officers, employees or agents for, or claim against the City, its officers, employees or agents, any right to receive general, special or compensatory damages for the City's default under this Agreement. Notwithstanding the provisions of this Section 13(b)(2). City agrees that Developer shall have the right to seek a refund or return of a deposit made with the City or fee paid to the City in accordance with the provisions of the Applicable Rules. c) In the event Developer challenges an ordinance or regulation ofthe City as being outside of the authority of the City pursuant to this Agreement, Developer shall bear the burden of proof in establishing that such ordinance, rule, regulation, or policy is inconsistent with the tenns of this Agreement and applied in violation thereof. 14. Transfen and Assil!Dments. a) Riot to Assil!D. Developer shall have the right to encumber, sell, transfer or assign all or any portion of the Project Properties which it may own to any person at any time during the tenn of this Agreement without approval of the City, provided that Developer has given thirty (30) days' prior written notice of the proposed transfer to the City Manager and Developer provides City with notice of the name and address of the assignee within ten (I O) days of the effective date of the transfer. This Agreement may not be assigned by Developer without the prior consent of the City Council, which consent shall not be unreasonably withheld or delayed; however, no such consent shall be required absent a change in control of Developer. 21 UUT W defined as acquisition by a person or group of persons of more than thirty-three percent (33%) of the voting stock of Developer.b) Liabilitia Uoon Transfer. Upon the delegation of all duties and obligations and the sale, transfer or assignment of all or any portion of the ProjectProperties,Developer shall be released from its obligations under this Agreement with respect to theProjectPropertiesorportionthereofsotransferredarisingsubsequenttotheEffectiveDateof such transfer if (I) Developer has provided to City thirty (30) days' prior written notice of such transfer and (2) the transferee has agreed in writing to be subject to all oithe provisions hereof applicable to the portion of the Project Properties so transferred. Upon any transfer ofanyportionoftheProjectPropertiesandtheexpressassumptionofDeveloper's obligations under this Agreement by such transferee, City agrees to look solely to the transferee for compliancebysuchtransfereewiththeprovisionsofthisAgreementassuchprovisionsrelatetotheportion of the Project Properties acquired by such transferee. Any such transferee shall be entitled to the benefits of this Agreement and shall be subject to the obligations of this Agreement, applicable to the parcel(s) transferred. A default by any transferee shall only affect that portion of the Project Properties owned by such transferee and shall not cancel or diminish in any way Developer's rights hereunder with respect to any portion of the Project Properties not ownedbysuchtransferee. The transferee shall be responsible for the reporting and annual review requirements relating to the portion of the Project Properties owned by such transferee, and any amendment to this Agreement between City and a transferee shall only affect the portion of the Project Properties owned by such transferee.15. Mortll!all!e Protection. The parties hereto agree that this Agreement shall not prevent or limit Developer, at Developer's sole discretion, from encumbering the Project Properties or any portion thereof or any improvement thereon in any manner whatsoever by any mortgage, deed of trust or other security device securing financing with respect to the Project Properties. City acknowledges that the lender( s) providing such financing may require certain Agreement interpretations and modifications and agrees. upon request, from time to time, to meet with Developer and representatives of such lender(s) to negotiate in good faith any such request for interpretation or modification; provided, however, that no such interpretations or modifications shall diminish the public benefits received under this Agreement unless the City agrees to the acceptance of such diminished public benefits. City will not unreasonably withhold its consent to any such requested interpretation or modification, provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any mortgagee of a mortgage or a beneficiary of a deed of trust ("Mortgagee") on the Project Properties shall be entitled to the following rights and privileges:a) MONne Not ReDdered IDvalid. Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any mortgage or deed of trust on the Project Properties made in good faith and for value.b) ReDuest for Notiee to Mortnll!ee. The Mortgagee of any mortgage or deed of trust encumbering the Project Properties, or any part thereof, who has submitted a 22 1 request in writing to City in the manner specified herein for giving notices shall be entitled to receive written notification from City of any default by Developer in the performance of Developer's obligations under this Agreement. c) Morine:"'s Time to Cure. If City timely receives a request from a Mortgagee requesting a copy of any notice of default given to Developer under the terms of this Agreement, City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to Developer. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed Developer under this Agreement. d) Proiect prooerties Taken Subiect to Oblie:ations. Any Mortgagee who comes into possession of the Project Properties or any portion thereof, pursuant to foreclosure of the mortgage or deed of trUSt, or deed in lieu of foreclosure, shall take the Project Properties or portion thereof subject to the terms of this Agreement; provided, however, that in no event shall such Mortgagee be held liable for any default or monetary obligation of Developer arising prior to acquisition of title to the Project Properties by such Mortgagee, except that no such Mortgagee nor its successors or assigns) shall be entitled to a building permit or occupancy certificate until all delinquent and current fees and other monetary obligations due under this Agreement for the Project Properties or portion thereof acquired by such Mortgagee have been paid to City. 16. Notices. All notices under this Agreement shall be in writing and shall be deemed delivered when personally received by the addressee, or within three (3) calendar days after deposit in the United States mail by registered or certified mail. postage prepaid, return receipt requested, to the following parties and their counsel at the addresses indicated below; provided. however, if any party to this Agreement delivers a notice or causes a notice to be delivered to any other party to this Agreement, a duplicate of that Notice shall be concurrently delivered to each other party and their respective counsel. If to City:City of Orange 300 East Chapman Avenue Orange, CA 92866 Attention: City Manager Facsimile: (714) 744- 5147 With a copy 10:David A. DeBerry, Esq.City Attorney City of Orange 300 East Chapman Avenue Orange, CA 92866 Facsimile: (714) 538- 7157 If to Developer:Mr. Steve Gilbert Vice President, Facilities and Construction St. Joseph Health System 500 South Main Street, Suite 600 Orange, CA 92868 Facsimile: (714) 347- 7688 With copies to:James D. Watson, Esq.Assistant Vice President & Corporate Counsel St. Joseph Health System 500 South Main Street, Suite 400 Orange, CA 92868 Facsimile: (714) 347-7590 Paul K.. Watkins, Esq.Watkins, Blakely & Torgerson, LLP 535 Anton Boulevard, Suite 800 Costa Mesa, CA 92626-7115 Facsimile: ( 714) 641-4012 andto-Notice given in any other manner shall be effective when received by the addressee. The addresses for notices may be changed by notice given in accordance with this provision.17. Severabllitv and Termination. If any provision of this Agreement is detennined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement.18. Time of Ii'---ee. Time is of the essence for each provision of this Agreement of which time is an element.19. Force MaJeare. Changed conditions, changes in local, state or fedcrallaws or regulations, floods, earthqWlkcs, delays due to strikes or other labor problems, moratoria enacted by City or by any other governmental entity or agency, injunctions issued by any court of competent jurisdiction, the inability to obtain materials, civil commotion, fire, acts of God, or other circumstances which substantially interfere with the development or construction of the Project Properties or the development of the Project Properties, or which substantially interfere with the ability of any of the parties to perfonn its obligations under this Agreement, shall collectively be referred to as "Events of Force Majeure." If any party to this Agreement is prevented from performing its obligation under this Agreement by any Event of Force Majeure.then, on the condition that the party claiming the benefit of any Event of Force Majeure, (a) did not cause any such Event of Force Majeure and (b) such Event of Force Majeure said party's reasonable control, the time for perfonnance by said party ofits obligations under this Agreement shall be extended by a number of days equal to the number of days that said Event of Force Majeure continued in effect, or by the number of days it takes to repair or restore the damage caused by any such Event to the condition which existed prior to the occurrence of such Event, whichever is longer; provided, however, that the termination date of this Agreement as set forth in Section 12 of this Agreement shall not be extended by this provision. 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. 21. No Third PartY BeBeflclaria. This Agreement is made and entered into for the sole protection and benefit of the Developer and the City and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 22. Attornevs' Feet. If any party commences any action for the interpretation, enforcement, termination. cancellation or rescission of this Agreement, or for specific performance for the breach hereof, the prevailing party shall be entitled to its reasonable attorneys' fees, litigation expenses and costs arising from the action. Attorneys' fees under this Section shal1 include attorneys' fees on any appeal as well as any attorneys' fees incurred in any post-judgment proceedings to collect or enforce the judgment.23. IBcoroontioB on:_hiblts. The following exhibits which are part of this Agreement are attached hereto and each of which is incorporated herein by this reference as though set forth in full:a) Exhibit A, Bordered Area;b) Exhibit B. Legal Descriptions of Project Properties;c) Exhibit C, Site Plans;d) Exhibit D, SL Joseph Hospital, Orange Community Benefits Report.Fiscal Year 2003;e) Exhibit E, Mitigated Negative Declaration; and f) Exhibit F. PepperfStewart Map Showing Fee Portion and Easement Portion.24. Authority to Execute: BindiDl[ Effect. Developer represents and warrants h' t h"City that it has the power and authority to execute this Agreement and, once executed, this Agreement shall be final, valid, binding and enforceable against Developer in accordance \\ 11 h its terms. The City represents and warrants to Developer that (a) all public notices and pu~ li"hearings have been held in accordance with law and all required actions for the adoption ot I hI'Agreement have been completed in accordance with applicable law; (b) this Agreement. on,"executed by the City, shall be final, valid, binding and enforceable on the City in accordanc"with its terms; and (c) this Agreement may not be amended, modified, changed or terrninatcJ ."the future by the City except in accordance with the terms and conditions set forth herein. 25 r- .-- -.--.....-- 25. Entire A_ment: ConDieD. This Agreement represents the entire agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. Should any or all of the provisions of this Agreement be found to be in conflict with any other provision or provisions found in the Applicable Rules, or Subsequent Applicable Rules, then the provisions of this Agreement shall prevail. 26. Develooer's Commitment ReurdiBl! c.nromia S.1esIUse Taxes. a) Developer will require in its general contractor construction contract that Developer's general contractor and subcontractors exercise their option to obtain a Board of Equalization sales/use tax subpermit for the jobsite at the Project Properties and allocate all eligible use tax payments to the City. Developer will further require in its general contractor construction contract that prior to beginning the Project, the general contractor and subcontractors will provide the City with either a copy of the subpermit, or a statement that sales/use tax does not apply to their portion of the job, or a statement that they do not have a resale license which is a precondition to obtaining a subpermit. Developer will further require in its general contractor construction contract that (I) the general contractor or subcontractor shall provide a written certification that the person(s) responsible for filing the tax return understands the process of reporting the tax to the City and will do so in accordance with the City's conditions of Project approval as contained in this Agreement; (2) the general contractor or subcontractor shall, on its quarterly sales/use tax return, identify the sales/use tax applicable to the construction site and use the appropriate Board of Equalization forms and schedules to ensure that the tax is allocated to the City of Orange; (3) in determining the amounts ofsalesluse tax to be paid, the general contractor or subcontractor shall follow the guidelines set forth in Section 1806 of Sales and Use Tax Regulations; (4) the general contractor or subcontractor shall submit an advance copy of his tax return(s) to the City for inspection and confrrmation prior to submittal to the Board of Equalization; and (5) in the event it is later determined that certain eligible salesluse tax amounts were not included on general contractor's or subcontractor's sales/use tax return(s), general contractor or subcontractor agree to amend those returns and file them with the Board of Equalization in a manner that will ensure the City receives such additional sales/use tax from the Project as City may be eligible to receive. b) Developer shall do one of the following: (I) Developer will review the Direct Payment Permit Process established under Slate Revenue and Taxation Code 7051.3 and. if eligible, acquire and use the permit so that the local share of its salesluse tax payments is allocated to the City; Developer will provide City with either a copy of the direct payment permit or a statement certifying ineligibility to qualify for the permit; Developer will further work wi th the City to inform all tenants about the Direct Payment Permit Process and encourage their participation if qualified; or (2) Developer shall make use of its resale license issued by the Board of Equalization to exempt from sales/use taxes Developer's significant equipment purchases relating to the Project Properties from vendors (including, but not limited to, all Phase 26 n.'~_'_. 1""-~---~~------- ---" I 1 equipment with a current m;1'ftAted purchase price of approximately $18 million) and to direct pay all sales/use tax to the Board ofEqua1ization with the City of Orange as the point of sale for such purchases; Developer shall provide to the City the vendor names, a description of the equipment to be purchased, the purchase amounts for any out-of-state or out-of-country purchases exceeding $500,000, and a copy of the applicable quarterly sales/use tax return reflecting payment of the sales/use tax so long as the confidentiality thereof is protected in a manner consistent with the restrictions imposed by Revenue and Taxation Code Section 7056.c) City agrees to cause City's tax consultant ( The HdL Companies) to reasonably cooperate with Developer, 810, Developer's general contractor and the general contractor's subcontractors to maximize City's receipt of sales/use tax hereunder.27. Develooer's Commitment R_rdimr PeuoerlStewart. In exchange for Developer's agreement to pay City the sum of Two Hundred Forty-eight Thousand Dollars 248,000.00), City shall vacate, sell and transfer to Developer a portion of Pepper Street and a portion of Stewart Drive as reflected on attached Exhibit F and as described in certain agreements, conveyances and related documents to be entered into between Developer andCitythe "Pepper/SteWart Documents"). The Pepper/SteWart Documents will also include easements for above-standard improvement/maintenance from City to Developer (where Developer constructs the above-standard improvements) over other portions of Pepper Street and Stewart Drive which other portions shall remain public as reflected on Exhibit F. The Pepper/Stewart Documents will provide in pertinent part that City will repair the public portions of Pepper Street and Stewart Drive to City's normal standards at its cost when City is required to access utilities in the public portions of Pepper Street and Stewart Drive. but that Developer is responsible for extraordinary costs, if any, such as the repair/replacement of decorative improvements and the like which may be disturbed by the City's breach of the public portion of Pepper Street and Stewart Drive.28. Remedies. Upon either party's breach hereunder. the non-breaching party shall be permitted to pursue any remedy provided for hereunder or otherwise available under applicable law or judicial decision and whether at law or in equity. No remedy or election hereunder shall be deemed exclusive but shall. wherever possible. be cumulative with all other remedies available to any party at law or IN WITNESS WHEREOF, the Parties have each executed this Agreement on the date first written above. ATTEST: CITY OF ORANGE: J/!j;,.~1( tA..~ Mary E~Y, City Clerk ~ A DEVELOPER: ST. JOSEPH HOSPITAL OF ORANGE, a California nonprofit public benefit corporation BY:>~ ~ Title By: _____Tille N.\ PKWlSJHS\ S..-pIt HoIpitailD<wl_ A".._..IDewI.",.... A_...", (FUttd 12-/8-OJ).doc28 T-- I ACKNOWLEDGMENTS STATEOFCALlFORNlA ) sa: COUNTY OF ORANGE ) 00 :;L I ';>- . 200f.L before me, die wxlersianed. a Notary Public in and for said State,personally ~ = rot\. .m" p,..:zn u ePfoI--f as - rYl~ of THE CITY OF ORANOE9 a municipal corporation. personally known to me ~..... p-.-'" " 8... ~ l\ tl_ b-.:" ..,f ..Ai,Lov-ry h.....) to be the persons whose ruunes an: subscribed to die within insttumeDt and acknowledged to me wtthey exeeuted the same in their authorized capacities, and tbat by their signatures on the instrumeDt the person or the entity upon behalf of which the penon acted, executed the instrument.WITNESS my hand and official seal.Notary Seal]l@. WI:EIWMIMDWlIr. COUll. jJ121l1021 !l i _--=-~: iI I ..,eo::.~-l COUNTY OF ORANGE sa:STATE OF CALIFORNIA on 200.3.., before me. the U11dcnJIned, a Notary Public in and for said State,penonaUyappeared I~ _..~I;. L,.... <::\ r'.J<.() of ST.JOSEPH HOSPITAL OF 0 CE, a California nonprofit public benefit corporation, penonally known to me (eo'prG~. Ii k1 me ltft .. ~.....;. nF ..n.~ aideDc.c) to be the person whose name is subseribed to the within inSlr\llllellt and acknowledgedto me tbat belsllMxecuted the same in hi~ auIhorized capacity, and tbat by hi........signature on the illSlnllt1Clll, the penon. or die entity upon behalf of which the penon acted, executed the inSlIUment.WITNESS my hand and official seal.Notary Seal] W'~ Signature l.----~1-\ t NalaIJ P\lbIICl- CAIfallIIa ~i 29 STATE OF CALIFORNIA COUNTY OF ORANGE ss: On'J1b"~ ~ 2~ before me. the undersigned, a Nl>lary Public in and for said Slate. personally appeared iI {~i'.en- as{liiIIOFi=/l:>A-U:I~L()UI~~ of ST.JOSEPH HOSPITAL OF ORANGE, a California nonprofit public benetit corporation. penonaJly known to me ( or-prn...",(( Lv111'1;; un the basis uf I)dU:;C..lVl;J '....:d.....*~ to be the person whose name is subscribed to the within instrument and acknowledged to me that beioM-executed the same in hislhlrr-autborized capacity, and that by hislher-signature on the instrument, the penon, or the entity upon behalf of which the penon acted, executed the instrumeot.WITNESS my hand and official seal.Notary Seal] a~'E~ I Signature 7:'1 5 N.... 7."::~ i. l i_ _ _ ~~~_~~~l 30 r----.. Exhibit A To Develoomeot Aueemeot CSt. JOIeoh HDAoital of QraD2e Muter Plao) Bordered Area See Attaclled Exhibit A r--------- SJO-SL _........oto-p,.CaII__ lII..IIIIc_...~SSJO - SWen 01 St....... ofo.-... CaIIfonda ...,.... rdIIIou corpora" SJCO - St. JaM,.. CGII.. ofOranae. . c.urondlll ...proIII pllUe..... eorpantloll CHOCO - CROCO ~ CaIJo- 'L_.. CaIIfa..... aoapntllpabllc....... corporatloll CBOCOIPRG -CHaco RaIt1 Corponllon,. c.uro... _...... ,lib. __...,_...PRG"".' '~"""'J.. P..C__",-""0tIIer- Aa -dtJ odNr... ...... ...1\. ..... henID: J 00(&10)SJO) Z(SlO) Q(SJO)R( SJO) T( SJO) AA(&IO)S(_) I MM(SJO) LL CHlICO n PRG) HB ( CHOCOIPRG) AA( SJO) o NaI A Part I CC( CROCO)v II II I BB( SJO) ii i o EE( SJO)pp u_ lmrur r f-- Ex.kibit A, "Bordered Are." EUibitB to DeveloDmeDt Atmlement (St. JOIle>>" HOIDital 01 OraDl[e Muter Piau) Leul DacriDtionl 01 Proiect Prouerties ALL THAT CERTAIN LAND SI1UATED IN THE STATE OF CALIFORNIA. COUNTY OF ORANGE, CITY OF ORANGE, DESCRIBED AS FOLLOWS: PARCELP: THE EAST ONE-HALF OF THE FOllOWING DESCRIBED PROPERTY:THAT PORTION OF LOT I OF TRACT NO. 985. AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 32.PAGE 37 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, DESCRIBED AS FOLLOWS:BEGINNING AT THE NORTHEAST CORNER OF SAID LOT I; THENCE WEST 129.61 FEET ALONG THE NORm LINE OF SAID LOT I TO THE NORTHEAST CORNER OF THE LAND CONVEYED TO WARREN E.BLOOM AND WIFE BY QUITCLAIM DEED RECORDED FEBRUARY S, 1949 IN BOOK 1797, PAGE 488 OF OFFICIAL RECORDS; THENCE SOUTH104.8 FEET ALONG THE EAST LINE OF THE LAND CONVEYED TO SAID BLOOM TO THE SOUTHEAST CORNER THEREOF; THENCE EAST PARALLEL TO THE NORm LINE OF SAID LOT I, A DISTANCE OF 129.61 FEET TO THE EAST LINE OF SAID LOT I; THENCE NORm ALONG SAID EAST LINE 104.8 FEET TO THE POINT OF BEGINNING.PARCEL 0:THE WEST HALF OF THE FOLLOWING DESCRIBED PROPERTY:THAT PORTION OF LOT I OF TRACT NO. 985, AS SHOWN ON A MAP RECORDED IN BOOK 32. PAGE 37 OF MISCELLANEOUS MAPS. RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:BEGINNING AT THE NORTHEAST CORNER OF SAID LOT I; THENCE WEST 129.61 FEET ALONG mE NORm LINE OF SAID LOT 1 TO THE NORTHEAST CORNER OF THE LAND CONVEYED TO WARREN L.BLOOM AND WIFE BY QUITCLAIM DEED RECORDED FEBRUARY S. 1949 IN BOOK 1797. PAGE 488 OF OFFICIAL RECORDS; THENCE SOUTH 104.8 FEET ALONG THE EAST LINE OF THE LAND CONVEYED TO SAID BLOOM TO THE SOUTHEAST CORNER THEREOF; THENCE EAST PARALLEL TO THE NORTH LINE OF SAID LOT I, A DISTANCE OF 129.61 FEET TO THE EAST LINE OF SAID LOT I; THENCE NORTH ALONG SAID EAST LINE 104.8 FEET TO THE POINT OF BEGINNING. PARCELR:THAT PORTION OF LOT I OF TRACT NO. 985. AS PER MAP RECORDED IN BOOK 32, PAGE 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. DESCRIBED AS FOLLOWS:BEGINNING AT A POINT WHICH IS 321.61 FEET WEST OF THE NORTHEAST CORNER OF SAID LOT I:THENCE EAST 128 FEET ALONG THE MOST NORTHERLY LINE OF SAID LOT I TO THE TRUE POINT ()~BEGINNING; THENCE SOUTH PARALLEL TO THE EAST LINE OF SAID LOT I. A DISTANCE OF104. 8 FEET TO THE SOUTH LINE OF THE LAND DESCRIBED IN THE DEED FROM DOR01llY L. LORD AND OTHERS TO LAURENCE E. STEWART AND WIFE, RECORDED NOVEMBER 22, 1944 IN BOOK 1282.Exhibit B. PlI&" PAGE 401 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE EAST 64 FEET; THENCE NORm PARALLEL TO THE EAST LINE OF SAID LOT I, A DISTANCE OF 104.8 FEET TO A POINT IN THE MOST NORTHERLY LINE OF SAID LOT I; THENCE WEST 64 FEET TO THE TRUE POINT OF BEGINNING. PARCELS: PARCEL I, AS SHOWN ON EXHIBIT "B" A TIACHED TO LOT LINE ADJUSTMENT LL 84-2, RECORDED MARCH 6, 1984 AS INSTRUMENT NO. 1l4-O935 II OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA.PARCELZ:mOSE PORTIONS OF LOTS I AND 26 OF TRACT NO. 1945. AS SHOWN ON A MAP RECORDED IN BOOK 54, PAGE 22 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CAUFORNIA. AND LOTS \3 TO 18 INCLUSIVE IN BLOCK "0" OF TRACT NO. 741, AS SHOWN ON A MAP RECORDED IN BOOK 22,PAGE 7 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, TOOETIlER WITH THAT PORTION OF HAVANA PLACE, AS SHOWN ON SAID TRACTS 741 AND 1945, AS SAID HAVANA PLACE WAS ABANDONED AND VACATED BY RESOLUTION NO. 3312 OF THE CITY COUNCIL OF THE CITY OF ORANGE. A CERTIFIED COPY OF WHICH WAS RECORDED AUGUST 10, 1970 IN BOOK 9370, PAGE 703 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY, TOOETHER WITH THAT PORTION OF PEPPER STREET. AS SHOWN ON SAID TRACT 1945, AS SAID STREET WAS ABANDONED AND VACATED BY RESOLUTION NO. 3311 OF THE CITY COUNCIL OF THE CITY OF ORANGE, A CERTIFIED COPY OF WHICH WAS RECORDED AUGUST 10, 1970 IN BOOK 9730, PAGE 708 OF SAID OFFICIAL RECORDS. AND TOGETHER WITH THAT PORTION OF STEWART DRIVE, AS SHOWN ON SAID TRACT 741, AS SAID STEWART DRIVE WAS ABANDONED AND VACATED BY RESOLUTIONS NO. 2278 AND 2350 BOTH OF THE CITY COUNCIL OF THE CITY OF ORANGE, A CERTIFIED COPY OF WHICH WAS RECORDED MAY IS, 1964 IN BOOK 7047. PAGE4I8ANDSEPTEMBER21, 1964 IN BOOK 7226. PAGE 692 OF SAID OFFICIAL RECORDS. INCLUDED WITIIlN THE FOLLOWING DESCRIBED LAND:BEGINNING AT THE INTERSECfiON OF THE NORTHERLY LINE OF LA VETA AVENUE, 60. 00 FEET WIDE, WIm THE EASTERLY LINE OF PEPPER STREET, 48.00 FEET WIDE, AS SAID STREETS ARE SHOWN ON SAID MAP OF TRACT NO. 1945; THENCE ALONG THE LINE DESCRIBED IN PARCEL I OF DEED TO THE CITY OF ORANGE RECORDED MARCH IS, 1976 IN BOOK 11673. PAGE 1553 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY, THE FOLLOWING COURSES AND DISTANCES:ALONG THE NORTHERLY LINE OF LA VETA AVENUE SOUTH 89" 59' 30" WEST 57.81 FEET, NORTH JJ'58' 04" WEST 21.20 FEET. NORm 0" 04' 22" EAST 30327 FEET TO THE SOUTHERLY LINE OF HA V A",\PLACE 50.00 FEET WIDE AS SHOWN ON SAID MAP OF TRACT NO. 1945, ALONG THE SOUTH LINE ()~SAID HAVANA PLACE SOUTH 890 58' 53" WEST 24.00 FEET, NORm 0" 04' 22" EAST 5.87 FEET THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST. HA VlNG A RADIUS 200. 00 ~ III NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 240 28' 00" AN ARC DISTANCE OF 85.41 FEET. NORm 24023' 38" WEST 54.83 FEET TO THE BEGINNING OF A TANGE" I CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 198.70 FEET, NORmWESTERLY AU"'.SAID CURVE THROUGH A CENTRAL ANGLE OF 240 29' 25" AN ARC DISTANCE OF 84.93 FEET, ^" I)NORm 00" OS' 47" EAST 129.45 FEET MORE OR LESS TO THE SOUTH LINE OF STEWART DRIVE A"SHOWN ON THE MAP OF SAID TRACT NO. 741; THENCE CONTINUING ALONG THE LINE OF PAR' I I OF SAID DEED. EASTERLY ALONG THE soum LINE OF SAID STEWART DRIVE 28.00 FEET TO 1III EAST LINE OF SAID PARCEL NO. I; THENCE NORm 0" OS' 47" EAST 35.00 FEET TO THE CENTERl'"OF SAID STEWART DRIVE; THENCE EASTERLY ALONG SAID CENTERLINE OF STEWART DRIVI :.,THE MOST WESTERLY LINE OF PARCEL I AS SHOWN ON A MAP FILED IN BOOK 38, PAGE 22 P \ H' ; .MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY; THENCE NOR 1111 K I .ALONG SAID MOST WESTERLY LINE TO THE NORTHWESTERLY CORNER OF SAIDLAST ME}' o; II' ,',' . ,Exhibit B, PARCEL I; 11IENCE ALONG THE BOUNDARY OF SAID LAST MENTIONED PARCEL I, NORm lI9" 59' 52" EAST 81.55 FEET AND SOU11i O' oS' 12" WEST 183.76 FEET; THENCE SOUTH lI9" 59' 20" EAST 78.12 FEET; 11IENCE SOU11i lI" 01' 37" WEST 89.82 FEET; 11IENCE SOUTH 89" 53' 51" EAST 123.31 FEET; 11IENCE SOUTH 00" 00' 36" EAST 141.64 FEET TO THAT CERTAIN COURSE CITED AS "NORm lI9" 59' 24" EAST 212.88 FEET' ON PARCEL MAP 11IENCE ALONG SAID COURSE AND BOUNDARY OF SAID PARCEL I THE FOLLOWING COURSES AND DISTANCES: NORm lI9" 59' 24" EAST 88.72 FEET, SOUTH 89" 58' OS" EAST 24.35 FEET, SOUTH lI" 01' 55" WEST 98.98 FEET, NORm lI9" S8'OS" WEST 7.00 FEET, SOUTHO. 01' 55" WEST 93.18 FEET, SOUTH lI9" 59'24" WEST 43.73 FEET, SOU11i 0" 01' 56" EAST 42.00 FEET, SOUTHERLY ALONG A CURVE-CQNCA VE WESTERLY HAVING A RADIUS OF 30.00 FEET THROUGH A CENTRAL ANGLE OF 15' 03' 51" AN ARC DISTANCE OF 7.89 FEET, SOUTH 15.01' 55' WEST 32.04 FEET, SOUTHERLY ALONG A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 30.00 FEET TIlROUGH A CENTRAL ANGLE OF 15' 00' 00" AN ARC DISTANCE OF7.85 FEET, SOUTH 0'01' 55' WEST 161.30 FEET, AND SOUTH lI9" 58'04" WEST 68.92 FEET TO THE MOST SOUTHERLY SOU11iWEST CORNER OF SAID PARCEL I; 11IENCE ALONG THE WESTERLY LINE OF PARCEL 2 OF SAID PARCEL MAP SOUTH lI" 01' 42" WEST 171.27 FEET TO THE NORTHERLY UNE OF SAID LA VETA AVENUE; 11IENCE ALONG SAID NORTHERLY UNE soum 89' 59' 30" WEST 273. 00 FEET TO THE POINT OF BEGINNING.EXCEPTING THEREFROM moSE PORTIONS INCLUDED WITIIIN THE DEEDS TO THE CITY OF ORANGE RECORDED AUGUST 10, 1973 IN BOOK 10845, PAGE 836. MARCH IS, 1976 IN BOOK 11673.PAGE 1553. AND SEPTEMBER 27, 2001 AS INSTRUMENT NO. 20010681673, ALL OF SAlDOmCIAL RECORDS. PARCELAA:LOTS 2. 4, 6 AND 8 IN BLOCK A, AND LOTS I TO 18 INCLUSIVE, IN BLOCK B, ALL OF TRACT NO. 741,AS SHOWN ON A MAP RECORDED IN BOOK 22, PAGE 7 OF MISCELLANEOUS MAPS. RECORDS OF ORANGE coUNTY. CALIFORNIA, TOGETHER Wlm THAT PORTION OF BUSH STREET AND THE SOlITHERL Y ONE-HALf OF COLUMBIA PLACE, AS SHOWN ON SAID TRACT. AS SAID BUSH STREET AND COLUMBIA PLACE WERE VACATED AND ABANOONED BY RESOLUTION NO. 5624 OF THE CITY COUNCIL OF THE CITY OF ORANGE, A CERTIFIED COPY OF WHICH WAS RECORDED JUNE 28.1982 AS INSTRUMENT NO. 82-222237 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY. AND TOGETHER Wlm PORTION OF THE NORm ONE-HALF OF STEWART DRIVE. 70. 00 FEET WIDE. AS SHOWN ON SAID TRACT NO. 741. AS SAID STEWART DRIVE WAS VACATED BY RESOLUTION NOS.2278 AND 2350 OF THE CITY COUNCIL OF THE CITY OF ORANGE, CERTIFIED COPIES OF WHICH WERE RECORDED MAY IS, 1964 IN BOOK 7047. PAGE 418 AND SEPTEMBER 21, 1964 IN BOOK 7226.PAGE 692 OF SAID OFFICIAL RECORDS.EXCEPTING mEREFROM THAT PORTION OF THE WESTERLY ONE- HALF OF SAID BUSH STREET LYINGSOlITHERLY OF THE EASTER!. Y PROLONGATION OF THE SOUTHERLY LINE OF LOT 8 OF SAID BLOCK A.ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITIIIN THE LAND DESCRIBED IN PARCEL 3 OF THE DEED TO THE CITY OF ORANGE RECORDED MARCH IS. 1976 IN BOOK 11673.PAGE 1553 OF SAID OFFICIAL RECORDS.PARCELBB:LOTS 1.3,5 AND 7 IN BLOCK "A' OF TRACT NO. 741. AS SHOWN ON A MAP RECORDED IN BOOK ~~.PAGE 7 OF MISCELLANEOUS MAPS. RECORDS OF ORANGE COUNTY. CAUFORNIA. TOGETHER WITH THAT PORTION OF THE SOUTHERLy HALF OF COLUMBIA PLACE, AS SAID COWMBIA PLACE WAS ABANDONED AND VACATED BY RESOLUTION 5878 OF THE CITY COUNCIL OF THE CITY l ORANGE, A CERTIFIED COPY OF WHICH WAS RECORDED APRIL 19, 1983 AS INSTRUMENT NO. 83- 163977 AND MAY 3, 1983 AS INSTRUMENT NO. 83-186995 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY.EXCEPTING TIlEREFROM SAID LOT I THAT PORTION DESCRIBED IN DEED TO THE CITY OF ORANGE RECORDED JANUARY 10, 1974 IN BOOK 11054, PAGE 1482 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY, EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN SAID RESOLUTION NO. 5878. PARCELEE:LOTS 1,3,5 AND 7 IN BLOCK "C" OF TRACT NO. 741, AS SHOWN ON A MAP RECORDED IN BOOK 22,PAGE 7 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.EXCEPTING THEREFROM THAT PORTION OF SAID LOT I AS DESCRIBED IN DEED TO THE CITY OF ORANGE RECORDED JUNE 6, 1974 IN BOOK 11163, PAGE 1723 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY. PARCELMM:PARCEL 2, AS SHOWN ON A MAP FILED IN BOOK 106, PAGES 9 AND 10 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. PARCELNN:THAT PORTION OF THE LAND ALLOTTED TO ABEL STEARNS, AS DESCRIBED IN THE FINAL DECREE OF PARTmON OF THE RANCHO SANTIAGO DE SANTA ANA, WHICH WAS ENTERED SEPTEMBER 12,1868 IN BOOK "B", PAGE 410 OF JUDGMENTS OF THE DISTRICT COURT OF THE I7TII JUDICIAL DISTRICT IN AND FOR LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:BEGINNING AT A POINT ON THE CENTERLINE OF LA VETA A VENUE, SAID POINT BEING THE SOUTHEAST CORNER OF TRACT NO. 1945, AS SHOWN ON A MAP RECORDED IN BOOK 54. PAGE 22 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH O. 01' 22"WEST, ALONG THE EAST LINE OF SAID TRACT NO. 1945 AND THE NORTHERLY PROWNGA TION THEREOF, 512.00 FEET; THENCE SOUTH 89" 57' 54" EAST 273.00 FEET; THENCE SOUTH 0" 01' 22" EAST,PARALLEL WITH SAID EASTERLY LINE OF TRACT NO. 1945 A DISTANCE OF 511.79 FEET TO A POINT IN THE CENTERLINE OF SAID LA VETA A VENUE DISTANT NORTII 89" 59' 30" EAST 273.00 FEET FROM THE SOUTHWEST CORNER OF SAID TRACT NO. 1945; THENCE SOUTH 89" 59' 30" WEST ALONG THE CENTERLINE OF LA VETA A VENUE A DISTANCE OF 273.00 FEET TO THE POINT OF BEGINNING.EXCEPTING THEREFROM THE SOUTHERLY 30.00 FEET THEREOF FOR LA VETA AVENUE.ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN THE LAND DESCRIBED IN DEED TO TIlE CITY OF ORANGE RECORDED SEPTEMBER 27, 2001 AS INSTRUMENT NO. 20010681673 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY.PARCEL 00:PARCEL I, AS SHOWN ON A MAP FILED IN BOOK 38, PAGES 22 AND 23 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA.NOTE: THE ABOVE LEGAL DESCRIPTION IS FOR THE SOLE PURPOSE OF TInS REPORT AND MA Y NOT BE CONSIDERED FOR USE IN ANY POLICY OF TITLE INSURANCE TO BE ISSUED BY TIllS COMPANY, AND IS SUBJECT TO CHANGE AT ANY TIME.Exhibit B, Page 4 1 ExhibltC to Develooment Aueement (Sf. Joseob Rosol"l of OnInn Muter Plan) SitePI- n.See Attached ExhibilC rt' 1l C'.' :." .,-"c'"" ~ ',: '>;,:: ";~~>;:_':-,> i::"'~~ i::<;:-':: Ti-;;" l';, '. t:;> 18 SF. ..... -...14 I 8 i or or or ifi' I"_ Sr. JOlepb HOlpital Master Plan KEY TO FAClUTJES: MainA . EaIl- WIIlToww 11 AcmnillrlllonBktg. \ 7 51fface Paning lolA2 Cenlnl Plant 7 MIIile 13 SiD'ElizlbelltBIdg. 18 SIIfac:e Parting lot B 3 MainB 8 Cancer CeIter 14 383M11in 51.4 ScUhTower . Em8tgency 15 353 La Amillad 5 Nor1l1~ollby \0 Canopy MelioR 11 Partli1gGarage Exioting Sir~ Plan so I- Sn].:::,;.," V////JOIIQIIRULIllUIG PAUrfAA STRaT PIllJP'tITYLIlf: 14OSFlT.....ICIa,wnt:[ 13 11 11 I' 3ntANMliW 16 16 ST. . wJlH HCeRrAL lIJl&UIST. lIDO 14 11 IUllN OL! lOG 26 otlllllOO Of OR.- COJI1Y 3 sr.. QSOIH; tlOSPlTICf 1 7 I> lOf COJI1Y f 4 8 T,..CF ll5rQUlOIf:1z. GI8ULDIlC 18 V.~AA\ ltrfJE St. Joseph Hospital ~l.,,< r I'I.n Phase I (20061 '''< l'l.n KEYTO FACILITIES: 1 Main A 6 East-West Tower 1\ Administration Bldg. 17 Surface Parking Lot A 2 Central Plant 7 MainC \3 Sister Elizabeth Bldg. 18 Surface Parking Lot B 3 Main B 8 Cancer Center 14 363 MainSI. 19 Patient Care Center 4 South Tower 9 Emergency \5 353 La Amistad 20 Facility Services Bldg.5 North Win!jlLobby 10 Canopy Add~ ion 15 ParkingGarage t '-:'. mu.. utsrAlt 16 n 14 fl, La'ClIJ. lY flST N..DICKEY TO FACILITIES:I MainA 2 Central Plant 3 Main B 4 South Tower 5 North Winll'Lobby v//// JIOIllB' fIil.1IIUl'G 1IQ5l'1l' 1l~PAUl'l1U. S1IflTPRlJlDl!l' fUII:16 ST. JD! lPItm' lTIll w:iICCHWiE a 2 W'1IlII 11 DtlDmn II05l' lUt. tI' 7 8 or 12Ol8lA1. fiC 18 l"'o( T...... l/ lNJ[ St. Joseph Hospital MaHer Plan Phase 2 (2012) Site Plan6 East.West Tower 13 Sister Elizabeth Bldg. 18 Surface Parl< irg Lot B 7 MainC 14 363 Main SI. 19 PatientCare Center .\8 Cancer Center 15 353 La Amislad 20 FacHity Services Bldg. 50 1.'\ ~,jn 9 Emergency 16 Parking Garage 21 Phase 2 Tower Sd~," 1' 1 \--.',"11 Administration Bldg. 17 Sulface Parkirg Lot A 22 Addition 'A' to Facility Services Bldg. S::Kilte~BdJ j CC*6IfRQAl. tAl. E KEY TO FACILITIES:2 Central Plant 5 North Wing/Lobby 8 Cancer Center 9 Emergency 11 Administration Bldg PAUMlA !i' llEEl v:////..IfOlIIPl' IMlIJUiIg IlIl1Jl(JlTYUII[ tal'lfillllllllltf' lCt'13 16 sr.., ltl! tP\ IHOSPlTAl GWl<<a:0; or 1' m::: 1C. CMACE 13 Sister EI~abeth Bklg. 16 Parking Garage 17 Surface Parlting Lot A 18 Surface Parlting Lot B 19 Pati!nt Care Center 19 I'tUSEI D p( pPfi: mm{il.E~ f I>lJ>""SHOSPIT~(J OR'"LA'o€ T..."'.6U. II ., Jl' :11 I &-1 II PtWE',,:~ ItIrMIilh,'\ oJ i 11 2 18St. Joseph Hospita' Master Plan Phase 3 ( 2020) Site Plan 20 Facility Services Bldg. 25 Add~ion ' A'to Parlting 21 Phase 2 Tower 2& ED Expansion .\ 22 Add~ion 'A' to Facility Services Bldg. 50 l"n ",',23 Phase 3 Tower/New Lobby/O& T Expansion Scale in h't'~24Add~ion "B" to Facility Services Bldg. Soo~eN8BJ See Attached Exhibil D 1 I ital of Oran e Master Plan Benefits Re ort Fiscal Year 2003 I S. J h H · I d)lbt. osep osplta:iij)[f SIJOSEPHHEAlTHSYSTEM St. Joseph Hospital, Orange Community Benefits Report Fiscal Year 2003 c I. Executive Summary II. Definition of Community and Demographic I Assessment III. Organizational Structure IV. Report on Progress of Programs Identified in the 3- year Community Benefits Plan V. New Program Directions VI. Quantified Progress VII. Non- quantified Progress VIII. Public Process Attachments TABLE #1 - Report on Progress of FY 03-05 Community Benefits Action Plan TABLE #2 - Report on Progress of FY 03 On Going Programs St Joseph Hospital of Orange Primary Service Area I. Executive Summary Founded in 1929, St. Joseph Hospital (SJH) of Orange is a 469-lic\3nsed bed facility made up of both a large acute care hospital and a state-of- the-art Outpatient Pavilion.A not-for-profit Catholic hospital, SJH is dedicated to extending the healthcare ministry of the Sisters of St. Joseph of Orange. SJH is a member-hospital of the Orange County-based St. Joseph Health System. SJH is located in the central region of Orange County.The SJH Primary Service Area (PSA) falls within a 10-mile radius that includes the City of Orange, Santa Ana, Garden Grove, Tustin, Westminster,southem Anaheim,Anaheim Hills and Irvine.SJH offers a broad range of services on campus allowing for the treatment of complex medical conditions in a variety of specialties, including comprehensive Heart, Cancer,Maternal, Orthopedic, Breast, Colorectal, Sleep Disorders and Nasal and Sinus Care. In addition, the hospital offers: inpatient and outpatient services including chronic dialysis,renal transplant, bone marrow transplant, neonatal care, magnetic resonance imaging,skilled nursing care, psychiatric care, hospice, and substance abuse therapy.An employer of choice, SJH is home to over 3,000 employees. SJH's reputation for compassionate patient care and clinical excellence, as well as its highly recognized 1,000-member medical staff, earned it the distinction of "most preferred hospital" in Orange County by the Patient's Evaluation of Performance in California (PEP-C) 2003.SJH is a values- based organization that strives to uphold its core care values of Dignity, Service, Excellence and Justice.In an ongoing effort to fulfill the Sisters' Mission, Vision and Values, SJH actively engages in collaborative projects and activities that strengthen its commitment to community health. Providing services to the community is integral to the mission of SJH.In an effort to reach those who may have limited or nonexistent access to health care,the hospital provides programs and services that address the unmet health care needs of underserved populations who reside in its primary service area. SJH supports Community Benefits programs and activities that include:Outreach clinics Prevention services Collaborative partnerships with other community-based organizations Senior services Wellness and health promotion The vast majority of these services and activities specifically target 'Iow-income or indigent underserved persons. (For a full inventory of SJH's community benefits programs see attached Tables 1 and 2). The following information highlights four community benefits programs that have 1) a history of successfully aadr-essing un met needs in the community; 2) designed innovative ways of reaching at risk populations; and 3) improved the health and quality oflife of medicallyand sociallyvulnerable q La Amistad Family Health Center- Medical and Dental Health Services is a licensed full service fixed health clinic located adjace"t to SJH. The clinic provides approximately 12,846 visits annually, serving an eco 10mically disadvantaged and medically underserved, primarily Latino population from the central area of Orange County. It serves a large population of young families, 99% of whom report incomes below 200% of the poverty level and do not have health care coverage. The clinic provides low-cost comprehensive health services to those who would not otherwise have access to these services. Clinic services include:Acute and chronic care for persons of all ages Women's Health Services I Prenatal carel Physicals I Immunizations Case management for coordination of secondary care Basic and restorative dental services for all agesInc;lividual and group health education classes in English and Spanish Tattoo removals for at risk youth q Puente a la Salud Mobile Dental Services- Healthy Smiles Program: In 2002,SJH was named the lead agency in a new community outreach program called Healthy Smiles. . Healthy Smiles is a pediatric oral health outreach and education program funded by the Orange County Children and Families Commission. It is a collaborative project of six community dental clinics situated throughout the county,focusing on three levels of prevention (parent and child education, screening and prophylactic services) and very low cost treatment. All services target the direct benefit of the uninsured or underinsured preschool population. The particular mission of this project is to significantly reduce the burden of dental caries in children 0-5 years old in Orange County through prevention and treatment services. In the period of January 2003 through June 30, 2003, the six clinics have collectively provided 16,511 contacts and 6.387 dental services to children under 6 years old.q Puente a la Salud Mobile Vision.Services are a part of the Puente a la Salud's community-based, family-centered mobile health care model. The Vision Mobile Clinic provides diabetic eye screenings including visual acuity, glaucoma testing,and retinal scanning to detect the presence or absence of retinopathy. Additional services includes providing corrective eyewear to diabetic patients. The Vision Mobile Clinic is staffed by an Optometrist and two Community Outreach Workers.The mobile clinic travels to family resource centers and community clinics located in Orange County's most underserved areas. The Vision Mobile Clinic has provided 2.299 diabetic eye screenings since May 2002.q Taller San Jose- Certified Nursing Assistant CNA Program: Taller San Jose provides undereducated unskilled young adults, ages 18- 28, the opportunity to finish their education and develop the skills to find a job with a living wage. SJH has partnered with Taller San Jose to provide a 9-week CNA training program with clinical experience in the hospital setting. In addition, SJH will work with its Human Resources Dept. to seek employment opportunities for graduates of the program Taller San Jose has graduated 220 CNAs since 1998, the majority of these Page graduates are working in convalescent homes, home health programs and hospitals. In 2003, SJH hired 5 CNAs graduating from Taller San Jose. In FY 2003, SJH provided $27,091,000 for community benefits programs/activities (an increase of 39% from FY 2002). This includes services for the poor, vulnerable and at- risk populations as well as for the broader community. II. Definition of Community & Demographics/Assessment . Communities targeted by way of community benefits activities are persons that face health risks, disparities in health insurance coverage and barriers to access and utilize health care services. Community benefits activities are aimed at meeting the needs of the medically underserved and working poor population residing in the hospital's PSA SJH PSA Map attached). In order to accurately assess the needs of the community, SJH once again participated in the Orange County Health Needs Assessment (OCHNA) 2001 survey. OCHNA is a community-based not-for-profit collaborative effort created to collect and make available accurate and useful health data for the community at large and to meet the requirements of the Community Benefits legislation of SB 697. OCHNA's primary goal is to achieve maximum level possible of valid and reliable information that can be analyzed at the local County level, in order to provide not-for-profits, local government,funders, community agencies, clinics and hospitals with statistically significant data that can be used for identifying needs, program development and funding allocations.The following are findings from the Orange County Health Needs Assessment (OCHNA)2001 Survey results particular to the SJH PSA. Demographics & Health Status Information -Generally speaking, the SJH PSAhas a youthful population with over half its residents reporting ages under 45 years old. The area is dominated by two ethnic groups, whites 52%) and Latinos (30%) although there are also substantial numbers of Vietnamese residents. Income levels show mixed extremes with the presence of both well-to-do and very poor residents. Education levels exhibit the same pattern with very low and very high levels of education. The majority of SJH PSA residents are married (64%) and employed (63%). Nearly three quarters of catchment area households report they have no children under 18 residing in them.Demographics for those in the PSA without health care coverage present a somewhat different picture. This sub-population is even more youthful (32% < 35), dominated by Latinos (41 %) and families reporting low annual incomes (33% "- $25k) and low education levels (48% < high school). Nearlyone third of this group-(30"1o) are single and have never married. Only 17 percent report they are employed; with 69 percent reporting they are homemakers, unemployed, or otherwise not seeking work. Over half this group have children under 18 living When the PSA is compared with the whole of Orange County, both large and small differences are observed. Larger differences are observed in the areas of age, ethnicityandeducation. The PSA has a significantly younger population that has more Latinos and fewer white residents than the county at large, and there are more persons without the advantage of higher education. Smaller differences are observed in the areas of martial status, employment and households with children under 18. The PSA has more young people who have never been married, both more employed persons and more homemakers as well as fewer retirees. The PSA also has significantly more households that report they have no- children. Just over half the PSA respondents to the OCHNA survey rated their health as excellent or very good. However, only one quarter of the respondents reported they experiencedsickdaysduringthepreviousyearwhethertheywereattributedtomedicalormental health .probfems. A majority (83%) of the PSAsample had visited a physician in the previous year, although over 10 percent of the respondents reported they had not visited a physician during that period because of cost and in spite cif need. Nearly 20 percent reported using the Emergency Room.. A number of statistically significant ethnic group differences were observed in ratings of health and patterns of health care utilization. Both Latinos and Vietnamese rated their health at lower levels than whites, although all three groups experienced about the same number of medical sick days. Mental health days were more frequent amongwhitesandVietnamesethanLatinos. Latinos were less likely to have consulted a physician in the previous year and were more likely not to seek consultation because of cost. Vietnamese was far less likely to visit the Emergency Room than either whites or Latinos. A significant segment of the population are those persons without health care coverageinthePSASinceanimportantaspectofaccesstocareisthecomfortlevelofthe patient, this section focuses on the general patient satisfaction levels of persons without health care coverage in the PSA In this analysis we. observed that, by and large,patient satisfaction levels for persons without health care coverage were quite high. with over 80 percent of respondents report they were "very" or "fairly" satisfied with all aspects of care. The major exception to this finding was satisfaction with access to clinic facilities on evenings and weekends where over half the respondents without coverage reported they were dissatisfied with this access. Access to primary care for children and adolescents is still an urgent need in the PSA insofar as the goal is to ensure that every child and adolescent has access. The fact remains that 11 percent of children are without coverage of any kind. An additional 4 percent also have no medical home. Fully 15 percent went without a needed prescription, also because of having no coverage. Tobacco exposure. though much reduced, remains a problem for just under 10 percent of the PSA population. Also seriously in need of attention is the observation that a third or better of children in the PSA have not had recent hearing and vision checkups. Page 4 of 13 Access to dental services also continues to be a problem for both children and adults. Twenty-eight percent of . ;hildren and thirty-six percent of adults have no coverage for dental care and both children and adults are missing needed visits because of the high out-of-pocket costs. These problems are slightly exacerbated in the PSA because of the higher numbers of persons without coverage of any kinds. For children the fact that there are only two cities that fluoridate water is a problem, especially in light of the fact that 77 percent of parents polled by the OCHNA survey supported the use of fluoridated water.Use of tobacco products has begun to increase over time. More young adults between the ages of 18 and 25 started to smoke than an older, 26 to 35 year old cohort.' It is also the case that there are significant differences in the number of people in each age group who continue to smoke. Twenty-seven percent of 18 to 25 year olds were still smoking at the time of the OCHNAsurvey, 'while only 7 percent ' of 26-to 35 year olds were smoking. These percentages represent a turn for the worse in the continued community health effort to discourage the use of tobacco products.Socio-economic Information- Orange County is a place of sharp economic contrasts.Amidst the affluence exists pockets of poverty, largely unseen at first glance. Within these unnoticed pockets live the working poor residents of the County, The working poor of Orange County make a tremendous economic and social contribution to the County's affluence. They are - the agricultural workers and service industry workers,persons who are cooking in the restaurants, providing janitorial services in the businesses, providing maid services in the hotels, providing gardening services to the community, and working in low- paying, blue collar jobs. The following demographic information pertains to the population served by the La Amistad Family Health Center and Puente a la Salud Community Clinics for FY 02-03 (population size is approximately 5,700): 91 % of the population served are Hispanic/Latino Income Source for 40%-75% of population is earned 80% of the population served is between 20 years of age and 65 and over 70% of the population served are female 80%-99% of the population served report incomes below the Federal Poverty Level 86%-92% of the cost of services rendered are reported as 'Uncompensated Care"Cities of residence include: Anaheim, Garden Grove, Orange and Santa Ana Because of the nature of their employment, the working poor do not have health insurance. They do not have information about all the health care options available to them. In addition, some of the medically indigent are fearful about their immigralior status so they do not seek public assistance.Affordable Housing- The median income for the population served living in the SJH PSA is approximately $16,000-$18,000 per year. A family of four meets federal poverty leve!guidelines when their annual income is below $17,101. A minimum wage earner mus:work 128 hours a week to afford an average priced apartment. Low-income families Page 5ot I : tend to live in high-density apartment complexes with multiple buildings. The average rent forOrc:nge County apartments was reported to be $1,026 a month with an occupancy rate at 97.7%. Orange County ranked last nationwide on' availability of low-cost apartments and overcrowded housing. As a result, two or more families may occupy a. tWo-bedroom apartment, living in very crowded conditions. In addition,hundreds of Orange County families, particularly in central and northOrangeCountyPSA) live in motels on a day-to-day basis, and at extremely high cost In 1999, the There's No Place Like Home Report revealed that children who are homeless, facing high rents, or in substandard .housing because of the housing crisis are more likely to suffer from increased health problems including asthma, viral infections; and anemia.Among the most critical contributing health disparities facing the population we serve is the lack of affordable and decent housing.Needs Assessment and . Prioritization Process- The SJH Gommunity Benefit Committee, a sub-committee of the Board of Trustees, provides guidance and support on all community benefit activities, In FY 02-03 the committee was busy strategizing,planning, and prioritizing new initiatives to focus on for the next three years. The OCHNA Survey 2001 results were used to re-examine the current initiatives and to identify new or emerging needs in the community. SJH Community Benefit Initiatives for 2003-2005 include:1. Improve access to and utilization of preventive and curative health care services.2. Collaborate with theSt Joseph Health System to increase availability of affordable housing especially for young families.3. Lower incidence of untreated diabetes. 4. Expand access to dental health care services.5. Collaborate to provide opportunities to improve the health and the quality of life for at-risk youth.Another community need thatSJHhasbeenproactiveinaddressingistheNursingProgramshortageinOrangeCountyandjhe State as a whole. SJH has entered into a contract with SantaAnaCollegeNursingDepartmenttoprovideIinursingprogramsatellitesite. This will be an ongoing collaborative partnership. The goal is to increase the current number of graduates from 36 to 56 graduates a year. SJH is providing the space to increase capacity to train .ml(sing students to become Registered Nurses.Providing classrooms with skills. labs. includes skills lab supplies. In addition, SJH provides clinical rotations, a computer lab, faculty, and construction costs. SJH received 166,00 in grant funds from the UniHealth Foundation to help offset the total cost. SJH will absorb the remaining annual costof$57,OOO.III. Organizational Structure & How the Trustees/CEO/Executive Team of hospital are involved -The hospital's Vice President of Sponsorship and Mission Services is responsible for coordinating implementation of the Community Benefits Report. works in conjunction with the Community Benefit Committee, which is a Standing Committee of the St. Joseph Board of Trustees. The Committee- has representation from Trustees, Executive Management Team, Community Leaders; and Healthcare Providers. Committee responsibilities include: Reviewing Community Benefit reports periodically showing the extent of the hospital's contributions to the community as a not-for-profit corporation and recommend approval of reports to the Board of Trustees for integration into the hospital's strategic plan.Serving as a proactive catalyst in improving the overall health of-the community through collaborative efforts with other public and not-for-profit entities. Overall,Committee members-reflect the needs of the community while contributing ideas and opportunities forpartnership,-collaboration, and involvement.Committee in concert with the hospital provides feedback and guidance to include and .connect community benefit activities and programs to the hospital' s strategic plan and future focus,The Committee convenes quarterly. At every meeting, an agenda item is dedicated to one community benefits program. A SJH staff person provides a report on progress,successes, and challenges. The Committee then has the opportunity to discuss in detail future plans for sustainability, possible growth or expansion of the program, and whether or not it continues to address the needs of the community. This process allows the Committee to become familiar with the programs once they in are full implementation and operational mode. Furthermore, if appropriate, the Committee will offer strategic direction and feedback.The hospital's Operating Plan is developed by the Executive Management Team and approved by the Board of Trustee's Planning Committee. The hospital's FY 2003 Operating Plan in concert with th.e community benefit goals and objectives addresses the following strategic priorities:1) People 2) Compassionate Care 3) Safety and Quality 4) Community Outreach and Social Change 5) Stewardship 6) Technology and Innovation Community Outreach and Social Change has six areas of focus and one overarching strategy- SJH will help improve select communities quality of life by improving awareness of, access to and utilization of programs and services -that-address the balance between body, mind and spirit with particular emphasis on vulnerable populations. The areas Area of Focus Tactic Prevention & Wellness Promote a healthier lifestyle among seniors through exercise and enrollment in Pacers Club Care for the Underserved Provide access to primary and preventative health care to the underserved community in the service area Healthy Communities Improve literacy skills in English and Spanish Advocacy Support local advocacy efforts to gain a'ffordable housing Environmental Continue communications process to provide and solicit Consciousness feedback from the board about community awareness activities . Systemic Healthcare . Identify contacts Within local~ state and federal legislative Reform bodies and establish relationships that will facilitate just public policy development The Community Benefits Committee and SJH leadership which includes the Board of Trustees, CEO and Executive Team have a history of successfully aligning hospital strategic and operational priorities with community needs. Intemal communication and involvement are an ongoing effort that is reflected in the hospital's commitment to serving the broader communities as well as the vulnerable and underserved populations. IV. Report on Progress of 3-year Community Benefits Plan and On- Going Programs The three-year Community Benefits Initiatives were developed based on - input from the Community Benefits Committee of the Board of Trustees, the findings from the Orange County Health Needs Assessment, and in support of SJH's Operating Plan and Strategies. In total five priorities were selected. Each priority addresses the gaps and unmet health care needs that impact the quality of life ofunderservedpopulationslivinginthehospital's primary service area.Refer to Table #1 Report on Progress of FY 03-05 Community Benefits Action Plan for a full scope of the 03-05 programs and activities. Refer to Table # 2 for a report on progress of On-going Community Benefits Programs. The following information outlines the recommended priorities and briefly summarizes the accomplishments associated with each of the five initiatives.Initiative #1: Improve accessto and utilization of preventive anc!:-curative health care services The hospital increased the number of individuals served by the community .clinics by approximately 25%.SJH community clinics increased the number of patient encounters by Exceeded goal of providing outreach contacts to children and their families by 111 % in an effort to promote enrollment of public insurance programs. Initiative #2 Collaborate with St. Joseph Health System to increase availability of affordable housing especially for young families Through the efforts of Mercy Housing, SJH, SJHS, along with other local affordable housing advocates, groundbreaking took place for an 81-unit housing project in the City of Anaheim. These low-income senior apartments officially opened in . July 2003.Initiative #3 Lower incidence of untreated diabetes As the lead agency in a Diabetes Collaborative. composed of 18 community-based organizations and clinics, SJH was responsible for the delivery of 2,423 preventative specialty care encounters to underserveddiabetics in Orange County: Preventative specialty care services included diabetic foot and eye screenings.Puente a la Salud Vision Mobile Clinic, a SJH community clinic, provided 1,557 diabetic eye screenings. According to published data, routine preventative diabetic eye screenings may decrease the risk of diabetes- related eye disease and complications in diabetics.The Diabetes Collaborative adopted a uniform diabetes tracking and management system to improve clinical practice and management of diabetic patients in the community clinic setting.The Diabetes Collaborative agreed upon a set of supplemental diabetes treatment guidelines designed to address 1) the unique health needs of diabetics served by community clinics, and 2) the gaps in care on a system-wide level Initiative #4 Expand access to dental health care services SJH community clinics increased the number of dental encounters by 38%.Exceeded the goal of providing dental hygiene education contacts on a group and on a one-an-one basis to children and their caregivers by 143%.Initiative #5 Collaborate to provide opportunities to improve the health and quality of life for at-risk youth . .Increased the number of tattoos removed from at-risk youth by 59%Five CNA graduates fromTaller San Jose were hired at SJH. .Provided Alcohol, Tobacco, and Other Drugs Prevention Program to over 200 elementary school children.Three new programs were developed and added to this initiative. The expected outcomes for each program is as follows: 1) Provide volunteer opportunities to youth in a health care settings; 2) Expand access to preventive health screenings to school-aged low income children in underserved areas in Central Orange County;and 3) Offer age-appropriate sex-education to low income at- risk school children in the 6th through 8th grades. _V. New Program Directions No new VI. Quantified Progress Quantifiable Community Benefits Trend As of 6/30/03 m~~::;~~._-"" ~':,-~ ~ ~ __ ",,~~ c~:'=':,,~:., . - ' ~-- - , 0 :::~:_'--~~~~ r;1-_"704, 000 930,000 1, 829, 000 Charity Care Community Services 1,864,000Unpaidcosts of state and local programs 11,327,000 15,990,000 c. _ .'_ c,:.. -_ ..'. '," -. .. ~ '~'.- ~t..- (' _ ': : _ (,~ '^ -.<' , :: ~J. " "" ;,\,{;,' I c- _, _ _ _, ~ ~ ~r' - -. -"" -', " "/....-- n;Jl Ii l ,', ~J ' tt' '" .;).1.: .: ". _ - _ "',~~ i~Unpaid cost of Medicare4, 485,000 6,027,000 Community Services 1,003, 000 1,381,000 0,', ~~ '. .' ".::c,.:--Y,'~,,- - - ,,~ ':'. .,' . '~'~. 1~,,:- ..'~. 1--_" f,' f.'?'I...n-t-....f~:) J; ~ ~ ,~..~ ~C~ ' .! _ " ~-rr,'~.'t.; 1>2=: ..~~.. _~~ ~ :~:~= L,.~,'*- J~"- -', ~,_ =_ c,::.~'~~'_~ et1;:r''Ht;:l;':':!LC''~' 'r"'r='V~';:" ~::: :: :-:,'1::';;-:[ ~~~ . ~ "","-, . . - t t --" ~L r-;Tl"~ro-t -,..- - --- -~ ~'>! ~....: _...., ':;T~"'-'J5~:'" " _~ - > _~" ": -~ T(-~:'" ~ ~ -'~_,"'-">r:~h Percentage of total net patient service revenue 5. 9%7.4 Percentage of total operating cash expenses 6,1%7.8 rI.~0. t'~ ,''t- ~_T~ ---:; _ _,_ _ ~---r~' - -- ~>,~ -c-- .,.. -~~""'--.::"'- 7'- - -' - - .. --p_oJI-:I ",0,(, ,'1-. -" " ,,,, I....->/. U l ,:,,~~,tl ~ ....: 1";.... .', ~~~ '''.~~I:- t~,j51~9te.A,..:'j;~...-;..-.i-.....B~i-"<,~::=~;~:,'~.,:~ ;:~ ~~':~C:. t~~~::!~~ i., , ,: 5^~ _; ':'. '.; ;: _ ~~~:?~=~:~ i i::' ~ .: x._/'''''-::::'~~ ~ ';:::~'-::::"""; ,,","~":-__"''':'' fd~ ~....E-.~T -:~ p_.._-,.~>, . ""' 7"............:-:>"-;'.""V~, - c ~ .....~,..,.r'li;.;:;J1 "':~L~f';~ll::- ,,,-'4 ~.H' lj q"lli'ar...~:~ri~~,~{r'''-l' ...-- ~'h''''~ ..,.."'kl;.:;~i:~ I-"':~~ ,', -",,'7"'~~:~1f: '1'~'>- r-."'~_, ~_.. '" I ~ f'< ~.p;,h.,.""'j~:,,;,~ f,;1 "\'.-~"\l.~",' ~. -> "~~_ *i""("~~::;; j'i.{' ~'"".-.; , >J't' ~ -.... U." ..~.~ . ,.,". ~"" ,_':.~-,i;"' 62.':;;':hV41{~~~f'-_,'.,.:.l ~""'~':>:.L.'''' ~:... ciL _ 1'< . ~~ _ O>J: _~') ':Z::~'. _~"'~Included in CommunityServices for the Poor $1.342.000 Page 10 or . . 1 VII. Non-Quantified Progress As part of its corporate responsibility, SJH provides additional benefits to the community as well as those that are captured in the financial reports. While these activities are non-quantifiable from a financial perspective, their direct benefit to the community is substantially significant. These include employee volunteer community service,advocacy efforts geared toward legislative issues focusing on health, as well as fund development activities to strengthen Care for the Poor programs and services.Volunteer Community Service SJH employees are involved in an array. of community service activities that include serving on Boards of non-profit community-based organizations, volunteer time, and donate resources to benefit their communities as well as underserved communities throughout Orange County. The following is a listing of volunteer community service activities by SJH employees:Board Member for the Association of Fundraising Professionals Chair the Orange Rotary committee giving college scholarships to high school students .Several employees serve on the American Heart Association Heart Walk Committee Responsible for organizing the Central Orange County Interfaith Council and the yearly Prayer Breakfast Volunteer through SJH Ethnic Resources to interpret for Arabic speaking patients President & Board Member of the Orange County Life and Health Claims Association Board Member on the Community Action Partnership Tutor/Mentor underserved-children at the Maple Street Learning Center in Costa Mesa Serve on the Board of Directors for Camp Fire USA Serve on the Southern California Chapter of National Kidney Scientific Symposium Committee; act as a Technical Consultant for the Annual Dialysis kids camp; committee member for the Association for the Advancement of Medical Instrumentation --Renal Disease and Detoxification; and on the Federal Task Force for Emergency Planning for Dialysis Facilities Volunteer to help "Topsoccer"- an organization that gives disabled children the opportunity to be active in an organized soccer league Board Member of Planned Giving Round Table of Orange County Volunteer as a Consultant with La Purisima Church on their organizational structure Serve on the Orange County Coalition of Mental Health Service Providers Volunteer at Vitas Hospice in Orange and at the Trauma Intervention program in South Orange County Feed and provide blankets and clothing to 100- 150 homeless people at Christmas time Eucharistic Minister to the Sick for the St. Martin de Porreschurch Volunteer as a Camp Nurse Two Labor and Delivery nurses travel to Guatemala two weeks/year Team Captain. of the Race for the Cure for Susan G. Komen Foundation organized a team of over 100 employee volunteers Chair of the Orange County Mental Health Board; Liaison for the Orange County Health Care Agency Multi Ethnic Task Force; serve on the SJH/CHOC Suspected Child Abuse Network' and the South Coast Repertory Theatre Community and Educational Outreach Board Every year the SJH Rehabilitation Dept. and now staff members from several SJH departments plan and coordinate a Christmas Party for the YMCA Mentorship Youth Program "Motel Kids". Each person in the departments sponsors a child living in a motel and provides him/her with gifts,. food and clothing. The -event has become so well known in the community that the Rehab Dept. has been able to obtain donations from small and major local businesses. The number motel kids served: 1999 - 45 kids 2000 - 40 kids 2001 - 65 kids 2002 - 65 kids In addition, in December the SJH Employee Christmas Gift Basket program served 579 family members from La Amistad Family Health Center, West Orange, Esplanade, St.Anne's, and Our Lady of Pillar Elementary Schools. Also served were 10 Renal Center patients, 11 Group Home kids, 13 seniors, and 10 employee families.Advocacy Regional Advocacy Priorities focused on the "medically underserved: accomplished the following activities:Expanded coverage of uninsured children in Orange County through the St. Joseph Health System sponsored orange County California Kids program. The collective efforts of the three St. Joseph Health System hospitals in Orange County as well as Hoag Hospital has resulted in the coverage of approximately 5,200 previously uninsured children in the County during 2003.Prevented significant cuts to the Medi-Cal program particularly for' children and State--only/optional benefits.Passed Federal Legislation which restores unspent children's health funding to respective states. Worked aggressively with all members of the Orange County Congressional delegation to ensure that SJH receives a full Medicare market basket in 2004 Federal Budget. This issue is contained in the Medicare Drug Benefit package currently in Conference Committee deliberation. -Worked aggressively with the Congressional Delegation to gain their support of a provision added to the President's Tax Cut package, which infused $10 billion retroactive to April, into the Medicaid program.Page 12 of 13 J --- Worked with St. Joseph Health System leadership in planning/conducting a "Cover the Uninsured" Luncheon/Seminar. Effectively utilized the St. Joseph Health System Advocacy Web Site to generate approximately 5,000 e-mails/communications from Orange County entities.Participated on a small team of Orange County hospital representatives who negotiated the annual Medical Services for Indigents (MSI) Program with the County of Orange. Despite staggering cuts in the County's 2004 Health Care budget, the group convinced County Executive Staff and the Board of Supervisors to not reduce MSlfunding.VIII. Public Process SJH plans on presenting the, planning and development progress of its community benefit services to the greater community in Orange County by making it a part of the information we provide to our employees. volunteers, collaborative and physician partners. Dissemination of this Community Benefits Report FY 2003 will be accomplished using existing forums, Le" department staff meetings, management team meetings, and employee forums held by the hospital CEO.In addition, the SJH Community Benefits Committee and the SJH Foundation Care for the Medically Underserved Committee are comprised of internal and external stakeholders and community leaders. These influential bodies will be instrumental in communicating to their constituents about the planning and implementation process for the hospital's community benefits activities and programs.Furthermore, SJH will continue to utilize the hospital's web site to update Community Benefits Programs and Services dedicated page (a.k.a. Community Services page). .The Community Benefits page is used as a vehicle to educate, create awareness and post latest achievements. This is accomplished by:Detailing each program under the Community Services and Advocacy umbrella, listing significant measurable outcomes, scope of service, and recent accomplishments.Posting major . findings from the Orange County Health Needs Assessment Survey results every year and how SJH responds to these needs by way of the Community Benefits Plan.Once the Community Benefits Report FY 03 is approved by the St. Joseph Health System, it will be made available on the hospital's web site.Page 13 of 13 I s i:l., l I: l:l0 I a o t<., l:: ll:: o 8 c II a " 6G c..!!c... c E u S S 1;>- r.. 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(CEQA Guidelines)). The Initial Study cOlD.plies with the rules, regulations, and procedures for implementation of the CEQA guidelines adopted by the City of Orange (Local CEQA Guidelines). The Environmental Checklist combined with the Discussion of Environmental Impacts and supporting data constitutes the Initial Study for the proposed project. The purpose of this analysis is to determine if the proposed project may have a significant effect on the environment and to identify feasible mitigation measures. Through the preparation of this Initial Study, the City has determined that the proposed project willllOt have a significant impact on the environment. Accordingly, the City will adopt a Mitigated Negative Declaration (MND) pursuit to the CEQA Guidelines and Section ill of the Local CEQA Guidelines. A public review period has been established ending on February 28, 2003. PROJEcr TITLE Citadel Project Medical Office Building ENVIRONMENTAL FACfORS POTENTIALLY AFFECTED o Aesthetics o Biological Resources o Hazards &: Hazardous Materials o Mineral Resources o Public Services o Utilities/Service Systems o Agriculture Resources o Cultural Resources o Hydrology / WarM Quality o Noise o Recreation o Air Quality o Geology/Soils o Land UselPlanning o PopulationiHousing o Transpol1ltionITraffic o Mandatory Findings of Significanc:c Citadel Project City a/Orange Page 6.1 r.--- O~ 6.G Mitigated Negative OeclaratioD LEAD AGENCY City of Orange- Post Office Box 44~ 300 East Chapman Avenue Orange, California 92866- 1591 LEAD AGENCY/CONTACT PERSONS In accordance with Article 4 of the CEQA Guidelines, the City has- been designated as the lead agency" that is defined as the "public agency that has the principal responsibility for carrying out or approving a project." The environmental consultant to the City is VISTA.The key contact persons are as follows:Lead A2enev Contact: Mr. Cbris Carnes, AlCP Senior Planner City of Orange Post Office Box 449 300 East Chapman Avenue Orange, California 92866-1591Phone (714)744-7220 or (714)744- 722 Facsimile (714) 744-7222 Environmental CODSultant: Mr. Fred Talarico Principal Planner VISTA 1278 Glenneyre Street, Suite 110 Lagw1a Beach, California 92651 Phone ( 949) 494-6562 Facsimile (949) 494-3150 A2ent:Mr. Paul K. Watldu Watkins, Blakely, &: Torgerson, UP 535 Anton Boulevard, Suite 800 Costa Mesa, California 92626-7115 Phone (714) 556-0800 Facsimile (714) 641-4012 PROJECT LOCATION The proposed project site is bounded: to the north by La Veta Avenue, to the south by the Garden Grove Freeway [State Route 22 (SR-22)); to the west by an existing rnedlLU office building and two parking structures; and to the east by the on-ramps and off- o~ 6. 0 Mitigated Negative Declaration REQUIRED ACTIONS AND DISCRETIONARY APPROVALS The following actions and discretionary approvals are required prior to the implementation of the proposed project:1. Approval of tbe Negative Declaration" The project sponsor is requesting that the City consider and approve Mitigated Negative Declaration (MND). The City will need to consider the MND together with any comments received during the public review process. The City will be required to approve the MND, if it finds on the basis of the Initial Study and any comments received during the public review period, that there is no substantia. evidence that the proposed project will have a significant effect on the environment.Environmental documents must be prepared and approved in accordance with CEQA. the State CEQA Guidelines, and City policies adopted to implement the CEQA. 2. Adoption of Mitigation Monitorinl Program. The project sponsor is requesting that the City adopt a Mitigation Monitoring Program (MMP). The City will need to consider the MMP related to the changes made to the project or conditions of project approval, adopted in order to mitigate or avoid significant effects on the environment. MMP's must be prepared in accordance with CEQA. the State CEQA Guidelines, and City policies adopted to implement CEQA_3. Approval of Conditional Use Permit. The applicant is requesting the approval of a conditional use permit to provide off-site parking in Phase I of the project The conditional use permit process is established in Section 17.1 0.050 of the City Zoning Code. 4. Approval of Major Site PI... Review. The applicant is requesting the approval of a major site plan. The site plan review process is as established by Section 17.10.060 of the City Zoning Code, S. Approval of Desip Review. The applicant is requesting the design review approval of the proposed project. The design review approval process is as established by Section 17.10.070 of the City Zoning Code. 6. Approval of Development Agreement. The applicant is requesting the approval of a development agreement for the proposed project to provide for vested entitlement in exchange for the provision of substantial public benefits (0 be provided by the project to the community. These include, but are not limited to: provision of the expanded healthcare facilities to the community; the widening of West La Veta Avenue; and the widening of the SR.22 off- ramp.7. Approval National PoUlltant Discharge Elimination System Permit. The applicant is requesting the City approval of a national pollutant elimination system permit. National Pollution Discharge Elimination System (NPDES I permits as issued in accordance with the requirements of the CalifomiaRegional Water Quality Control Board.Citadel Project City of Orange Pag. 6- J r'- --. 6.0- Mitigated Negative Declaration- RESPONSIBLE AND TRUSTEE AGENCIES Potential responsible include, but are not limited to. those listed below. There are no trustee agencies identified for the proposed project. Regional Agencies South Coast Air Quality Management District State Agencies California Regional Water Quality Control Board Federal AgeDcia None MITIGATION MEASURES I. Prior to issuance of gradiag permits for cacb phase of construction. the applicant shall provide cvidcac:c to the City of Orange Ocpanmcnt of Public Works that. during grading and construction. the applicant shall be responsible for compliance with the following: . During clearing. grading. eanh moving. or excavatioD maintain equipment engines in proper tunc. After clearing, grading. eanh moving, or excavation. wet the area down sufficient enough to fona a crust on the surface with repcatedsoakings. as necessary. to maintain the crest and prevent dust pick up by the wind. During COnstructiOD: use water trucks or spriaIder systems to keep a1J areas where vehicles move damp enough to prevent dust raised when leaving the site; wet down areas iD the late momiDg and after work is completed for the day; and use low sulfur fuel (0.05 pcrc:cnt by weight) for construction equipment. Phase and scbcdule COnstructiOD activities to avoid high ozone days. Suspend gradiag operatioas during first and second stage smog alerts.. Suspend all grading operations when wind speeds (as instantaneous gust) exceed'2S miles per bour. Reduce traffic speed on all unpaved surfaces to IS miles an hour or less. R.equim all trucks bauliDg dirt. sand, soil. or other loose substances and building materials to be covered. or to maintain a minimum freeboard of two feet bctweea the top of the load and the top of the truck bed sides. Require enclosures or chemical stabilization of open storage piles of sand. dirt. or other aggregate materials. Use vegetative stabilization. whenever possible, to control soils erosion from stona water.. Reestablish ground cover on construction site through seeding Citadel Project Cay of Orange Page 6-- 1 l-----~-----~.-.-. --. --. 6.0 Mitigated Negative DeclaratioD and watering on portions of the site that will not be disturbed for lengthy periods (two or more months). Spread soil binders on the site, unpaved roadways. and parking areas. Utilize existing power sources (e.g.. power poles) or clean fuel generators rather than tempol'llIY power generators. Minimize obstruction of through-traffic lanes.Schedule operations affecting traffic for off peak hours,.where feasible.Verification of compliance with this measure shall be the responsibility of the City of Orange Department of Community Development.2. During grading and construction, the applicant shall install wheel washers where trucks carrying fill materials enter or exit the project site and shall enforce the use of the wheel washers before trucks and grading equipment leave the project site.This includes cleaning equipment morning and evening. Verification of compliance with this measure shall be the responsibility of the City of Orange Department of Public Works.3. During grading and construction, the applicant sbalI implement a program to sweep streets at the end of the day if visible soil material is carried on to adjacent public paved roads. Verification of compliance with this measure shall be the respoIIlIibility of the City of Orange Department of Public Works. DETERMINATION This Mitigated Negative Declaration has been prepared based on the information contain in the Initial Study. The Mitigated Negative Declaration finds that:I. The proposed project could have a significant effect on the environment.2. The proposed project will not result in a significant effect.3. Mitigation measures described in the Initial Study and in the Mitigation Monitoring and Reporting Program have been added to the project.4. The mitigation measures reduce all potential impacts to less than significant levels.CitadM Proj<< t City of Orange Page 6. 5 T ExbibitF to Develooment Atrreement (St. Joseob Hosoital of Oranl!e Master Plan) Peoper/Stewart MaD SbowIDI! Fee Portion and Easement Portion See Attached Exhibit F LEGEND AREA FOR STREET USE. PARCEL 3 P.M.B, 106 / 9- 10 r- I I Na9~~9'i:t' w.2;S: f'< .j.O(tQ!$'<j;7~.~38:. 68-' . I N I II ~o . 1-g I ~J') :: c I '-' a:: 1) I ~w 1 I iE LLI :5 U I Z 1" I) I N 00'05'47" E 199.65'-EASTERLY RIGHT -OF -WAY PEPPER Wi- 0::o li; W I- en 70. 00'I 35.00'35.00'PARCEL " A"jPARCEI .::. ~ O' Sl.0 r 9'rD.) _c i g i < 1J i N STREET0i I r;L... L I lie. SCALE: 1"= 20' o IN FEET :1 INCH - 20 oc,- 1 OF 1 Exhibit F to Developllleat Agreellleat ( St JOleph Hospital oro.....1I" Muter Pin)Property Already Owned by StJooeph Ho.pltal or Orenge 1'-11" 1 or 4)i j<;i Ii5 i I I'~--~-'--'--- N 70'14'50" E (RAD.) 04' 36'26"R~ 226.70'L~' 6.36'J~'" VI-'~ o~. o_ g I PARCEL "A"I 0 I w t;: .N N Q; .... j 0 b 0 l* z w 26. 00' 28,00'r- ------I ~ ~ O I G~'v ~' 3/I <( }>.~ 1 J ^' I 1 J' ' 0 C;<':' '01 I ? . " 3r.C' o~Pc "'cI ~: L N 69' 59'30"~ 7.69'Io N 00' 04'22" E o ,ci 10, 34 ct -ao LA VETA AVENUE w D_ atri inN Z I T S 69' 59' 30' W 1 OF 1 Exhibit F to Development Agreement ( St Joseph Hosplt_.of Oranlle Malter PI_n) Easement Portion of Pepper/Stewart lPa"e 2 of 4) l~~o~.o~g tli w 1 Q)f) l'-... lL. 1lQ Uo Cl::~Q.... Q, W D- o. W a..Cn oo J.. 0 I r; ': i: o ~ 8 i2 j en '" w o 90 I 0 IT SCALE: 1"= 60'60 I IN FEET ) 1 INCH = 60 FEET LEGEND D AREA SOuTH OF PEPPER STREET S 44'56'47~ E 21. 20' I N 69' 59'30" E I 13.35'oc~,;;:;- W~NORTHEOL'- 1 110.05' ~.34' _ RIGHT-'JO_~ AYJ I SP48258/ EXlilBrrl 9-:9- 0J-?eoo~:- S.:.-::~~~: a. ASSOCIA T,ES :i'JrC.701 PAAKCEN' TER DRM:. SANTA ANA. CA1FC," ]2'05 TEl.. (714) S60-S20C19.66' I I s I ~O'SI'Og. 0 ~ _(~/....... W 1= 12'04'54"w"',.. I R-35.SO' 0.0' I L-7. 49' lu0 0><1 , . W~~ I <0 o:tfi: ~..~ I I fri..w....... 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' . .N 00' 0S'47" E 109.57'i EASTERLY UNE Of PARCEl 2.n,;.,'),,,, PARCELMAPBOOK106/ 9-10 AND WESTERLY RIGHT-Of- WAY 557'03'57'" E lU6,' 524'23'38" E 6.72' STREET, l' l6.1() 11_ 19'50'57" \l,"',L_ 78.5'\-PARCEL "An I I I I I I I 0' 9' q'{f-fWESTERLY UNE Of PARCEL 2 I r,,' PARCEL MAP BOOK 106/ 9-10 EAS1t:RLY RIGHT -Of- WAY L_N 00'0I'3S" E 17.'W 0 N NO~ 11I 1 r- ~,~ 0' 0. 01-10 _:: t:In "- '" co OSIi z W >-1;;Z ~...i~~ffi...; i O~Q.~ lIl I I I I L- l2..35',2~ 2'4"'I!-- ---RAe,)1 I I I I I I BUSH o I NO) 1"- UJ UtJ:: l Q::O C- a..CL.. 7<<:'SCALE: '"= 50'O 7S I i N fEET ) 1 INCH = 50 fEET LEGEND o AREASOLDTOST.lOSEPHHOSPlTAL STREET 1 OF 1 Emlblt F to Developmeat Agreement (St. JOloph BOlpllal of Oranae Malter Plan)Fee Portion of Pepper Stewart Page 3 of 4)8 j r --- - -------il It I SP~ 25B/ EXHIBIT/ 9-9-OJ- Poppo.- s,." O",., o LWft''"' &. ASSOCIATES lNC,701 PAAKCEN'IEll ORNE. SlNTA AHA, CAUFO~"'" 92705 TEL. (714) 560-8200 rie?< J I ~ t l.lm~ . u 0 1t;;;.9~ci0..0..... l'l') Z'"o",\ 2~ 80:: 0t.& J >::I:'J:Z lD -,(J)a 10. 15....... i=lQ~0:: 0::::>'" w,..JOObl Z()U) g'1( OO%Q.~~'C") O) l Uj"-- Ul. C 0:: 0tv0' 5,. 00" 05'47" W 70,81 A-I2"04' 54"R-35. 50'L- 7.49' b 0 cO N b STREET 0 III -o b N o w - 1 at cd....... iU8 r;~ I A_ l0' OO' lr R- eo. OO~ L- 1J.97' · I t 1 0::,l 1 N 57' 03' 57" W 11. 26' ' 8 A-22'55'21- Ii : g R-24, 50' PEPPER L=9.ao' r-----PARCEL "A" en co III b 0>oi N I I 0 I ?< ill I I I I 15 SCALE: 1"= 50' I NO)i I '" d"--52 I ~ ~p7, 5 lOGXUl. C I I I :I: 0:::0 I~ ( IN FEET ) 1 INCH - 50 FEET I Q, LEGEND I o AREA FOR STREET 0S::.lil z S 00'05'48" W 21. 59' en III S 89'54'37" E Q, 8 o h': ,/" 6':>'\./I ~) /f WESTERLY L! NE OF PARCEL 2 PARCEL MAP BOOK 106/ 9-10 EASTERLY RIGHT-OF- WAY L-12,35I - - - - - - - - -S 00'0I' J:l' W ~32;43'35.00'49.50'1 I I l8 BUSHg STREET S"g ill' r;- enlil 't.IT' TERLY GHT- O~ AY N 89'54'37" W 9.431SOUTHERLY RiGHT-OF - WAY i i I 8 o PARCEL MAP NO. 80- 7':, M. B. 158 / 48 - :::1 OF 1Exhibit F to Development Agreement (St. JOlepb Hospital of Or_nae &hller PI_ a)Easement Portion of Pepper Stewart e4of4)SP482se/ EXHiBIT/ '9-9- 0J-S".0" - ..1'9 1IIft 8. ASSOCIATES i:;C,701 PARKCENTER DRIVE. SANTA ANA. CJ._ .:=.. J, -;:::":'(;5 TEL ( 7H) 560-8200