Lewis Acquisition Company Reimbursement Agreement 20230602

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REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT (this “Reimbursement Agreement”) is entered into as of June 2, 2023, by and between the City of San Leandro, a California municipal corporation ("City"), and Lewis Acquisition Company, LLC, a Delaware limited liability corporation (“Lewis Group”). City and Lewis Group are collectively referred to herein as the “Parties.” RECITALS A. Kaiser Foundation Hospitals, a California nonprofit public benefit corporation (“Kaiser”) owns approximately 63 acres located at 1701 Marina Boulevard, in San Leandro, California (Assessor’s Parcel Nos. 077A-0647-014-002 and 077A-0647-009-037) (the “Project Site”). B. The Project Site is subject to a Development Agreement, dated June 16, 2010, by and between Kaiser Foundation Hospitals, and the City of San Leandro (the “Development Agreement”), in which Kaiser is referred to as “Developer.” C. Per the 2010 Development Agreement, Kaiser developed the southern approximately 38 acres of the Property (the “Kaiser Medical Center Project Site”) as a Medical Center, including a hospital, hospital support building, utility plant, outdoor service yard and surface parking and other ancillary uses (the “Kaiser Medical Center Project”). D. Per the 2010 Development Agreement, the 25 acres of the northern portion of the Project Site (the “Retail Project”) provided zoning that will allow for a 387,000 square foot retail project consisting of undetermined retail uses; and up to 250 apartments, a 210-room hotel, or an additional 45,000 square feet of retail for a total of 432,000 square feet of retail. E. Collectively, the Kaiser Medical Center Project Site and the Retail Project Site will be referred to herein as the “Project Site;” and the Kaiser Medical Center Project and the Retail Project will be referred to herein as the “Project.” F. In 2010 and in prior years, the City took several actions to review and plan for the future development of the Project, including an Environmental Impact Report, General Plan Amendment redesignating the Project Site to the General Commercial land use designation, and Rezoning the Project Site to the City’s Commercial Community (CC) zoning district and Planned Development overlay district (the “PD Zoning”), approving a Planned Development Project, including Plans, Guidelines and other materials (the “PD Project), for the Project, collectively referred to herein as the “Project Approvals.” The Project Site has remained undeveloped and vacant since the “PD Zoning” was established, and no development applications have been submitted since 2010. G. The City and Kaiser agreed that additional project-level CEQA review will be required prior to approval of the Retail Project, consistent with State laws and regulations, noting that a proposal for the Retail Project will need to fulfill all CEQA requirements and receive City Council approval prior to initiation of construction. DocuSign Envelope ID: CE5BF197-2C9F-4CFB-A707-452BD5EBC70E