Santa Monica City Council
March 22, 2022

(l) Customer and Visitor Program.
(l) Transportation Information. Saint John’s shall create, maintain, and distribute information on how patients, customers and visitors access Saint John’s that highlights the diverse mobility options serving the campus without prioritizing single occupancy vehicle access. The information should be made readily available to Saint John’s users via all communication channels used by Saint John’s to connect with customers and visitors. Any userspecific mobility options for specific user groups (such as seniors, persons with disabilities, lowincome individuals, etc.) should also be included. (2) Prior to obtaining a certificate of occupancy for the first Phase II Building (other than the Phase II Multifamily Housing building) Saint John’s shall submit to the Community Development Director both (a) a proposed method for collecting information about patient/visitor travel behavior to/from Saint John’s and (b) a plan with measures designed to incentivize patients and visitors to take a method other than single-occupancy vehicle to/from Saint John’s when feasible.
(3) Saint John’s shall charge its visitors and patients for parking. The amount of such parking charges shall be established and evaluated in accordance with Exhibit “U” Phase II Parking Management Plan.
(m) Guaranteed Emergency Return Trips. Saint John's shall provide employees who do not commute to/from work via a single-occupancy vehicle with a return trip (or up to the point of commute origin) with no cost to employees when there is a personal emergency situation, unplanned overtime, inclement weather (for walkers and bicyclists), or vehicle mechanical problem (return trip only). The return trips are accomplished by utilizing one or more of the following modes or options: a company vehicle, taxi, mass transit, rideshare company, or a supervisor or co-worker.
(n) Personalized Commute Assistance. Saint John's shall provide personalized assistance upon onboarding and annually as needed, including coordinating the formation of carpools/vanpools, assisting in identifying park & ride lots, assisting in identifying bicycle and pedestrian routes, assisting in providing personalized transit routes and schedule information, and providing personalized follow-up assistance to maintain participation in the commute program.
(o) Transportation Management Organization. Saint John's (e.g., as represented by its ETC) shall actively participate in the ongoing activities of the TMO by attending organizational meetings (at least 75% of the TMO meetings annually), providing parking and travel demand data to the TMO, and making available information to all employees and project tenants relative to the services provided by the TMO. (p) Employee Parking. Saint John’s shall charge its employees for parking.

The amount of such parking charges shall be established and evaluated in accordance with Exhibit “U” Phase II Parking Management Plan.

Exhibit “R-2”

5.0 Lessees and Subleases.

5.1 Notification. Commercial tenants of the Saint John’s Phase I and Phase II Buildings shall be subject to 2022 SMMC Chapter 9.53, or any successor thereto. Any Saint John's leases for any portion of the Phase I or Phase II sites will notify the lessee of the Saint John's TDM Plan and that lessees are required to comply with applicable TDM requirements for Employers contained in 2022 SMMC Chapter 9.53. Any such leases shall also require the same terms to be included in any subleases for any portion of the Phase I or Phase II sites.

5.2 Ground Level Commercial Uses. Other than the notice requirements stated in Section 5.1 of this Exhibit “R-2”, this TDM Plan shall not apply to any of Saint John’s lessees/sublessees of ground level commercial uses (e.g. restaurants).

5.3 All Other Spaces. With the exception of Section 5.2 of this Exhibit “R-2”, Saint John’s leases will require compliance with the TDM Plan, and require the lessee to designate a contact person employed by such lessee to assist the ETC with (a) communications concerning the TDM Plan, (b) annual employee travel surveys, (c) campaigns to promote use of commute alternatives, and (d) provide transportation information to the lessee's employees. With respect to payment of the parking cash out described in Section 4.2(b), the Daily Transportation Allowance required by Section 4.2(i), the Trial Transportation Allowance required by Section 4.2(j), and the free mass-transit pass required by Section 4.2(k), failure of tenant to comply with these requirements shall not constitute a Default by Saint John’s under the Development Agreement so long as such tenant’s lease requires such compliance with these requirements and Saint John’s is actively pursuing all necessary enforcement actions to bring such tenant into compliance with this lease provision.

6.0 Modifications to the TDM Plan. Subject to approval by the Community Development Director, Saint John's may modify the TDM Plan provided the TDM Plan, as modified, can be demonstrated to be equal or superior in its effectiveness at mitigating the traffic generating effects of improvements on the Phase I and Phase II sites.

7.0 Applicability of TDM Plan. This TDM Plan governs Saint John’s transportation demand management obligations as a “Developer” (as that term is defined in 2022 SMMC Section

9.53.020(J), or any successor thereto) with respect to both Phase I and Phase II and replaces the TDM obligations for “Developers” set forth in the TDM Ordinance, and any successor ordinance thereto. Any “Employer” (as defined in 2022 SMMC Section 9.53.020(S), or any successor thereto) located within the Project, including Saint John’s, will be required to comply with the Employer requirements set forth in the TDM Ordinance, or any successor thereto, including 2022 SMMC Sections 9.53.050 to 9.53.100 as applicable.

Exhibit “R-3”

EXHIBIT “R-3”

PHASE II PUBLICLY-ACCESSIBLE OPEN SPACE REGULATIONS
Upon completion of each Publicly-Accessible Open Space, Saint John’s shall generally make the Publicly-Accessible Open Space accessible to the public. Saint John’s may limit public access to the Publicly-Accessible Open Space between the hours of 11:00 p.m. through 6:00 a.m.

Notwithstanding the above, Saint John’s may:
(a) Utilize the Publicly-Accessible Open Space for public events and art or cultural installations that are programmed by Saint John’s and open to the public. (b) Utilize, from time to time, the Publicly-Accessible Open Space for Saint John’s events that are closed to the public.
(c) Subject to review by the Architectural Review Board, if necessary, place informational wayfinding kiosks and signage within the Publicly-Accessible Open Space that is for the benefit of Saint John’s patients, visitors, employees and the public. (d) Limit public access to the Publicly-Accessible Open Space during hours other than 11:00 p.m.-6:00 a.m. for property maintenance/repairs.
(e) Subject to approval by the Community Development Director, limit public access from time-to-time in any way that the City is authorized to limit use of its public sidewalks.

The Publicly-Accessible Open Space areas shall remain the private property of Saint John’s with members of the public having only a license to occupy and use the Publicly-Accessible Open Space in a manner consistent with this Third Amendment and the Phase II Master Plan. The public use of the Publicly-Accessible Open Spaces shall be: (a) consistent with the terms and conditions of this Third Amendment and the Phase II Master Plan; (b) solely for pedestrian access and passive use of the Publicly-Accessible Open Space by the public, including walking, strolling, and similar activity; and (c) compatible with Saint John’s development of the Phase II Development Sites and the continuous, orderly, and safe operation of Saint John’s. No use other than passive use of the Publicly-Accessible Open Space by the public shall be permitted on or in the Publicly-Accessible Open Space. Nothing in this Third Amendment nor the Phase II Master Plan shall give members of the public the right, without prior written consent of Saint John’s, which consent may be conditioned or withheld by Saint John’s in Saint John’s sole discretion, to engage in any other activity in or on the Publicly-Accessible Open Space, including without limitation any of the following: (i) cooking, dispensing or preparing food; (ii) selling any item or engaging in the solicitation of money, signatures, or other goods or services; (iii) sleeping or staying overnight; (iv) using sound amplifying equipment; or (v) engaging in any illegal, dangerous, intimidating or other activity that Saint John’s reasonably deems to be inconsistent with other uses on the Campus Property and with the continuous, orderly, and safe operation of the health center or with the use of the Publicly-Accessible Open Space by other members of the public for the permitted purposes, such as excessive noise or boisterous activity, bicycle or skateboard riding, skating or similar activity, being intoxicated, having offensive bodily hygiene, having shopping carts or other wheeled conveyances (except for wheelchairs and baby strollers/carriages), and Saint John’s shall retain the right to cause persons engaging in such conduct to be removed from the Campus Property. Should any such persons refuse to leave the Campus Property, they may be deemed by Saint John’s to be trespassing and Saint John’s may contact local law enforcement to request that appropriate law enforcement actions be taken.

Exhibit “R-3”

Saint John’s shall be entitled to establish and post rules and regulations for use of the PubliclyAccessible Open Space consistent with the foregoing. Nothing in this Third Amendment nor the Phase II Master Plan or the DRP applications for any Phase II Building shall be deemed to mean that the Publicly-Accessible Open Space areas are a public park or are subject to legal requirements applicable to a public park or other public space. Nothing in this Third Amendment nor the Phase II Master Plan is intended to limit the rights of any member of the public to use the Publicly-Accessible Open Space for any purpose which, on private land open to public use during specified hours, is protected by the United States Constitution, the California Constitution or any other applicable federal or California law that overrides the rights granted to Saint John’s under this Third Amendment and the Phase II Master Plan (“Exhibit Q”) with respect to limitations on use of the Publicly-Accessible Open Space.

Exhibit “R-4”

EXHIBIT “R-4”
24/7 PEDESTRIAN CONNECTIONS REGULATIONS
Upon completion of each publicly-accessible 24/7 Pedestrian Connection, Saint John’s shall generally make the 24/7 Pedestrian Connection accessible to the public 24 hours per day, 7 days per week.

Notwithstanding the above, Saint John’s may:
(f) Subject to review by the Architectural Review Board, if necessary, place informational wayfinding kiosks and signage within the 24/7 Pedestrian Connections that is for the benefit of Saint John’s patients, visitors, employees and the public. (g) Limit public access to the 24/7 Pedestrian Connections for property maintenance/repairs/construction.
(h) Subject to approval by the Community Development Director, limit public access from time-to-time in any way that the City is authorized to limit use of its public sidewalks.

The 24/7 Pedestrian Connections shall remain the private property of Saint John’s with members of the public having only a license to occupy and use the 24/7 Pedestrian Connections in a manner consistent with this Third Amendment and the Phase II Master Plan. The public use of the 24/7 Pedestrian Connections shall be: (a) consistent with the terms and conditions of this Third Amendment and the Phase II Master Plan; (b) solely for pedestrian access and passive use by the public, including walking, strolling, and similar activity; and (c) compatible with Saint John’s development of the Phase II Development Sites and the continuous, orderly, and safe operation of Saint John’s. No use other than passive use of the 24/7 Pedestrian Connections by the public shall be permitted on or in the 24/7 Pedestrian Connections. Nothing in the Third Amendment nor the Phase II Master Plan shall give members of the public the right, without prior written consent of Saint John’s, which consent may be conditioned or withheld by Saint John’s in Saint John’s sole discretion, to engage in any other activity in or on these 24/7 Pedestrian Connections, including without limitation any of the following: (i) cooking, dispensing or preparing food; (ii) selling any item or engaging in the solicitation of money, signatures, or other goods or services; (iii) sleeping or staying overnight; (iv) using sound amplifying equipment; or (v) engaging in any illegal, dangerous, intimidating or other activity that Saint John’s reasonably deems to be inconsistent with other uses on the Campus Property and with the continuous, orderly, and safe operation of the health center or with the use of the 24/7 Pedestrian Connections by other members of the public for the permitted purposes, such as excessive noise or boisterous activity, bicycle or skateboard riding, skating or similar activity, being intoxicated, having offensive bodily hygiene, having shopping carts or other wheeled conveyances (except for wheelchairs and baby strollers/carriages), and Saint John’s shall retain the right to cause persons engaging in such conduct to be removed from the Campus Property.

Should any such persons refuse to leave the Campus Property, they may be deemed by Saint John’s to be trespassing and Saint John’s may contact local law enforcement to request that appropriate law enforcement actions be taken. Saint John’s shall be entitled to establish and post rules and regulations for use of the 24/7 Pedestrian Connections consistent with the foregoing.

Nothing in this Third Amendment nor the Phase II Master Plan or the DRP applications for any Phase II Building shall be deemed to mean that the 24/7 Pedestrian Connections areas are a public park or are subject to legal requirements applicable to a public park or other public space.

Exhibit “R-4”

Nothing in this Third Amendment nor the Phase II Master Plan is intended to limit the rights of any member of the public to use the 24/7 Pedestrian Connections for any purpose which, on private land open to public use, is protected by the United States Constitution, the California Constitution or any other applicable federal or California law that overrides the rights granted to Saint John’s under this Third Amendment and the Phase II Master Plan with respect to limitations on use of the 24/7 Pedestrian Connections.

Exhibit “R-5”

EXHIBIT “R-5”

LOCAL HIRING AS TO CONSTRUCTION
Local Hiring Policy For Phase II Construction. Saint John’s shall implement a local hiring policy (the “Local Hiring Policy”) for construction of Phase II, consistent with the following guidelines:

1. Purpose. The purpose of the Local Hiring Policy is to facilitate the employment by Saint John’s and its contractors for Phase II of residents of the City of Santa Monica (the “Targeted Job Applicants”), and in particular, those residents who are “LowIncome Individuals” (defined below) by ensuring Targeted Job Applicants are aware of Phase II construction employment opportunities and have a fair opportunity to apply and compete for such jobs.

2. Findings.
a. Approximately 73,000-74,000 individuals work in the City. The City has a resident labor force of approximately 57,300. However, only about one- third (32.2 percent) of the City's resident labor force works at jobs located in the City, with the balance working outside of the City. Consequently, a significant portion of the City's resident and non-resident work force is required to commute long distances to find work, causing increased traffic on state highways, increased pollution, increased use of gas and other fuels and other serious environmental impacts.
b. Due to their employment outside of the City, many residents of the City are forced to leave for work very early in the morning and return late in the evening, often leaving children and teenagers alone and unsupervised during the hours between school and the parent’s return from work outside the area. c. The Pico Neighborhood is Santa Monica’s most culturally diverse and economically disadvantaged neighborhood. Serving the most vulnerable members of the Pico Neighborhood has long been a priority for the City of Santa Monica. Economic recovery and improvement programs, such as local hire opportunities with prioritization for residents in the Pico Neighborhood, defined as the 90404 zip code, would be one important step to support these priorities.
d. Of the approximately 45,000 households in the City, thirty percent are defined as low-income households or lower, with eleven percent of these households defined as extremely low income and eight percent very low income. Approximately 7.6% of the City's residents are unemployed. e. By ensuring that Targeted Job Applicants are aware of and have a fair opportunity to compete for Phase II construction jobs, this Local Hiring Policy will facilitate job opportunities to City residents which would expand Exhibit “R-5”

the City's employment base and reduce the impacts on the environment caused by long commuting times to jobs outside the area.

3. Definitions.
a. “Contract” means a contract or other agreement for the providing of any combination of labor, materials, supplies, and equipment to the construction of Phase II that will result in On-Site Jobs, directly or indirectly, either pursuant to the terms of such contract or other agreement or through one or more subcontracts.
b. “Contractor” means a prime contractor, a sub-contractor, or any other entity that enters into a Contract with Saint John’s for any portion or component of the work necessary to construct Phase II Buildings (excluding architectural, design and other “soft” components of the construction of Phase II).
c. “Low Income Individual” means a resident of the City of Santa Monica whose household income is no greater than 80% of the Median Income. d. “Median Income” means the median family income published from time to time by HUD for the Los Angeles-Long Beach Metropolitan Statistical Area.
e. “On-Site Jobs” means all jobs by a Contractor under a Contract for which at least fifty percent (50%) of the work hours for such job requires the employee to be at the Phase II Development Sites for the purposes of constructing Phase II, regardless of whether such job is in the nature of an employee or an independent contractor. On-Site Jobs shall not include Phase II construction jobs which will be performed by the Contractor’s established work crew who have not been hired specifically to work at the Phase II Development Sites on Phase II.

4. Priority for Targeted Job Applicants. Subject to Section 7 below in this Exhibit “R-5” the Local Hiring Policy provides that the Targeted Job Applicants shall be considered for each On-Site Job in the following order of priority:
a. First Priority: Any resident of a household with no greater than 80% Median Income that resides within the Low and Moderate Income Areas identified in Map 2-7 of the City of Santa Monica’s Adopted 6th Cycle 2021-2029 Housing Element or any resident who resides in Santa Monica’s 90404 zip code (Pico Neighborhood).
b. Second Priority: Any resident of a household with no greater than 80% Median Income that resides within the City; and
c. Third Priority: Any resident of a household with no greater than 80% Exhibit “R-5”

Median Income that resides within a five (5) mile radius of Saint John’s Campus Property.

For purposes of this Local Hiring Policy, Saint John’s and/or its Contractors are authorized to rely on the most recent year’s income tax records (W-2) and proof of residency (e.g. driver’s license, utility bill, voter registration) if voluntarily submitted by a prospective job applicant for purposes of assessing a Targeted Job Applicant’s place of residence and income.

5. Coverage. The Local Hiring Policy shall apply to all hiring for On-Site Jobs related to the construction of Phase II, by Saint John’s and its Contractors.

6. Outreach. So that Targeted Job Applicants are made aware of the availability of On-Site Jobs, Saint John’s or its Contractors shall advertise available On-Site Jobs in the Santa Monica Daily Press or similar local media and electronically on a City-sponsored website, if such a resource exists. In addition, Saint John’s shall consult with and provide written notice to at least five first source hiring organizations, which may include but are not limited to the following:
(a) Local first source hiring programs.
(b) Trade unions.
(c) Apprenticeship programs at local colleges.
(d) Santa Monica educational institutions.
(e) Other non-profit organizations involved in referring eligible applicants for job opportunities.

Saint John’s shall also notify the City’s Community Development Director, or his or her designee, of the availability of On-Site Jobs and solicit the City’s input as to first source hiring organizations or other organizations to provide notice of the On-Site Jobs. If the City’s Community Development Director, or his or her designee, does not respond to a request for input within thirty (30) days of Saint John’s request, Saint John’s obligation to solicit the City’s input under this Exhibit “R-5”, Section 6 shall be satisfied.

7. Hiring. Saint John’s and its contractor(s) shall consider in good faith all applications submitted by Targeted Job Applicants for On-Site Jobs, in accordance with their normal practice to hire the most qualified candidate for each position and shall make a good faith effort to hire Targeted Job Applicants when most qualified or equally qualified as other applicants. The City acknowledges that the Contractors shall determine in their respective subjective business judgment whether any particular Targeted Job Applicant is qualified to perform the On-Site Job for which such Targeted Job Applicant has applied. Contactors are not precluded from advertising regionally or nationally for employees in addition to its local outreach efforts.

8. Term. The Local Hiring Policy shall apply to the construction of each Phase II Building until the final certificate of occupancy for each Phase II Building has been issued by the City.

Exhibit “R-6”

EXHIBIT “R-6”

LOCAL HIRING AS TO PERMANENT EMPLOYEES

FOR NEIGHBORHOOD COMMERCIAL USES
Local Hiring Policy For Phase II Neighborhood Commercial Permanent Employment.

Saint John’s (if an Operator) or Neighborhood Commercial Operator shall implement a local hiring policy (the “Local Hiring Policy”), consistent with the following guidelines:

1. Purpose. The purpose of the Local Hiring Policy is to facilitate the employment by the Neighborhood Commercial tenants of the Phase II Development Sites of residents of the City of Santa Monica (the “Targeted Job Applicants”), and in particular, those residents who are “Low-Income Individuals” (defined below) by ensuring Targeted Job Applicants are aware of Phase II Neighborhood Commercial employment opportunities and have a fair opportunity to apply and compete for such jobs. The goal of this policy is local hiring.

2. Findings.
a. Approximately 73,000-74,000 individuals work in the City. The City has a resident labor force of approximately 57,300. However, only about onethird (32.2 percent) of the City's resident labor force works at jobs located in the City, with the balance working outside of the City. Consequently, a significant portion of the City's resident and non-resident work force is required to commute long distances to find work, causing increased traffic on state highways, increased pollution, increased use of gas and other fuels and other serious environmental impacts.
b. Due to their employment outside of the City, many residents of the City are forced to leave for work very early in the morning and return late in the evening, often leaving children and teenagers alone and unsupervised during the hours between school and the parent’s return from work outside the area.
c. The Pico Neighborhood is Santa Monica’s most culturally diverse and economically disadvantaged neighborhood. Serving the most vulnerable members of the Pico Neighborhood has long been a priority for the City of Santa Monica. Economic recovery and improvement programs, such as local hire opportunities with prioritization for residents in the Pico Neighborhood, defined as the 90404 zip code, would be one important step to support these priorities.
d. Of the approximately 45,000 households in the City, thirty percent are defined as low-income households or lower, with eleven percent of these households defined as extremely low income and eight percent very low income. Approximately 7.6% of the City's residents are unemployed.

Exhibit “R-6”

e. By ensuring that Targeted Job Applicants are aware of and have a fair opportunity to compete for Phase II Neighborhood Commercial jobs, this Local Hiring Policy will facilitate job opportunities to City residents which would expand the City's employment base and reduce the impacts on the environment caused by long commuting times to jobs outside the area.

3. Definitions.
a. “Low Income Individual” means a resident of the City of Santa Monica whose household income is no greater than 80% of the Median Income. b. “Median Income” means the median family income published from time to time by HUD for the Los Angeles-Long Beach Metropolitan Statistical Area.
c. “On-Site Neighborhood Commercial Jobs” means all jobs on the Phase II Development Sites within the Neighborhood Commercial uses of greater than 1,500 gross square feet, regardless of whether such job is in the nature of an employee or an independent contractor. d. “Neighborhood Commercial Operator” means the operators of Neighborhood Commercial uses on the Phase II Development Sites.

4. Priority for Targeted Job Applicants. Subject to Section 7 below in this Exhibit “R-6,” the Local Hiring Policy provides that the Targeted Job Applicants shall be considered for each On-Site Neighborhood Commercial Job in the following order of priority:
a. First Priority: Any resident of a household with no greater than 80% Median Income that resides within the low and Moderate Income Areas identified in Map 2-7 of the City of Santa Monica’s Adopted 6th Cycle 2021-2029 Housing Element or any resident who resides in Santa Monica’s 90404 zip code (Pico Neighborhood);
b. Second Priority: Any resident of a household with no greater than 80% Median Income that resides within the City; and
c. Third Priority: Any resident of a household with no greater than 80% Median Income that resides within a five (5) mile radius of the project site.

For purposes of this Local Hiring Policy, the Neighborhood Commercial Operator is authorized to rely on the most recent year’s income tax records (W-2) and proof of residency (e.g. driver’s license, utility bill, voter registration) if voluntarily submitted by a prospective job applicant for purposes of assessing a Targeted Job Applicant’s place of residence and income.

5. Coverage. The Local Hiring Policy shall apply to all hiring for On-Site Neighborhood Commercial Jobs. Notwithstanding the foregoing, the Local Exhibit “R-6”

Hiring Policy shall not apply to temporary employees utilized while a permanent employee is temporarily absent or while a replacement is being actively sought for a recently-departed permanent employee. Furthermore, the Local Hiring Policy shall not preclude the re-hiring of a prior employee or the transfer of an existing employee from another location.

6. Recruitment.
a. Local Hiring Goal – Saint John’s has established a local hiring goal of 30% of the total full and part-time jobs for Phase II Neighborhood Commercial uses being held by Santa Monica residents. There shall be no penalties to Saint John’s, nor shall Saint John’s be deemed to be in default under the Development Agreement, if such goal is not achieved. Saint John’s shall report its actual local hiring results to the City as part of its annual reports as mandated by Section 10.2 of the Third Amendment. The annual report shall include the following information:
(i) First source hiring organizations that were contacted; (ii) How many referrals from first source hiring organizations were interviewed;
(iii) How many Targeted Job Applicants were hired;
(iv) Any community activities related to recruitment and local hiring that took place in the past calendar year, and;
(v) Recruitment initiatives planned for the following calendar year. b. Advanced Local Recruitment - Initial Hiring for New Business. So that Targeted Job Applicants are made aware of the availability of On-Site Neighborhood Commercial Jobs, at least 30 days before recruitment (“Advanced Recruitment Period”) is opened up to general circulation for the initial hiring by a new business, the Neighborhood Commercial Operator shall advertise available On-Site Neighborhood Commercial Jobs in the Santa Monica Daily Press, or Santa Monica Police Activity League or similar organization, or similar local media and electronically on a City- sponsored website, if such a resource exists. In addition, the Neighborhood Commercial Operator shall consult with and provide written notice to at least five first source hiring organizations, which may include but are not limited to the following:
(i) Local first source hiring programs
(ii) Trade unions
(iii) Apprenticeship programs at local colleges
(iv) Santa Monica educational institutions
(v) Other non-profit organizations involved in referring eligible applicants for job opportunities
Exhibit “R-6”

The Neighborhood Commercial Operator shall also notify the City’s Community Development Director, or his or her designee, of the availability of On-Site Neighborhood Commercial Jobs and solicit the City’s input as to first source hiring organizations or other organizations to provide notice of the On-Site Neighborhood Commercial Jobs. If the City’s Community Development Director, or his or her designee, does not respond to a request for input within thirty (30) days of Neighborhood Commercial Operator’s request, Neighborhood Commercial Operator’s obligation to solicit City’s input under this Exhibit “R-6”, Section 6(b) shall be satisfied.

The Neighborhood Commercial Operator shall hold the positions open for no more than 30 days in order to allow for referrals from the first source hiring organizations. The Neighborhood Commercial Operator shall review information provided by the selected organizations with respect to all applicants referred by such organizations and interview those individuals, who, following a review of such information, are determined by the Neighborhood Commercial Operator to meet the Neighborhood Commercial Operator’s written minimum qualifications for the position. The Neighborhood Commercial Operator shall maintain a written record explaining the reasons for not selecting any individual referred to Neighborhood Commercial Operator by the selected organizations who was interviewed by Neighborhood Commercial Operator for the position. c. Advanced Local Recruitment - Subsequent Hiring. For subsequent employment opportunities, the Advanced Recruitment Period for Targeted Job Applicants can be reduced to at least 7 days before recruitment is opened up to general circulation. Alternatively, Neighborhood Commercial Operator may also use an established list of potential Targeted Job Applicants of not more than one year old.
d. Obligations After Completion of Advanced Recruitment Period. Once these advanced local recruitment obligations have been met, the Neighborhood Commercial Operator is not precluded from advertising regionally or nationally for employees.

7. Hiring. The Neighborhood Commercial Operator shall consider in good faith all applications submitted by Targeted Job Applicants for On-Site Neighborhood Commercial Jobs in accordance with their normal practice to hire the most qualified candidate for each position and shall make good faith efforts to hire Targeted Job Applicants when such Applicants are most qualified or equally qualified as other applicants. The City acknowledges that the Neighborhood Commercial Operator shall determine in their respective subjective business judgment whether any particular Targeted Job Applicant is qualified to perform the On-Site Neighborhood Commercial Job for which such Targeted Job Applicant has applied.

Exhibit “R-6”

8. Proactive Outreach. Saint John’s shall designate a “First-Source Hiring Coordinator” (FHC) that shall manage all aspects of the Local Hiring Policy.

The FHC shall be responsible for actively seeking partnerships with local firstsource hiring organizations prior to employment opportunities being available within the Neighborhood Commercial uses. The FHC shall also be responsible for encouraging and making available information on first-source hiring to respective Neighborhood Commercial tenants of Phase II. The FHC shall contact new Neighborhood Commercial Operators on the Phase II Development Sites to inform them of the available resources on first-source hiring. In addition to implementation of the Local Hiring Policy, the FHC can have other work duties unrelated to the Local Hiring Policy.

9. Term. The Local Hiring Policy shall apply for the Term of the Development Agreement.

10. Condition of Lease. Saint John’s shall write the requirements of this program into any leases executed with Neighborhood Commercial Operators. The FHC shall reach out to Neighborhood Commercial Operators not less than once each calendar quarter to remind them of the programs and policies. Neighborhood Commercial Operators shall have ultimate responsibility for adherence to the program guidelines. Failure of a Neighborhood Commercial Operator to comply with the requirements of this program shall not constitute a Default by Saint John’s under the Development Agreement so long as such Neighborhood Commercial Operator’s lease requires such compliance and Saint John’s is actively pursuing all necessary enforcement actions to bring such Neighborhood Commercial Operator into compliance with this lease provision.

Exhibit “S”

EXHIBIT “S”

PHASE II MITIGATION MEASURES AND PROJECT DESIGN FEATURES PDF-AQ-1: Demolition, Grading and Construction Activities.

1. Compliance with provisions of the SCAQMD District Rule 403. The Project shall comply with all applicable standards of the Southern California Air Quality Management District, including the following provisions of District Rule 403:
a. All unpaved demolition and construction areas shall be wetted at least three times daily during excavation and construction, and temporary dust covers shall be used to reduce dust emissions and meet SCAQMD District Rule 403. Wetting a minimum of three times daily will reduce fugitive dust by 61 percent.
b. The construction area shall be kept sufficiently dampened to control dust caused by grading and hauling, and at all times provide reasonable control of dust caused by wind.
c. All clearing, earth moving, or excavation activities shall be discontinued during periods of high winds (i.e., greater than 15 mph), so as to prevent excessive amounts of dust.
d. All dirt/soil loads shall be secured by trimming, watering or other appropriate means to prevent spillage and dust.
e. All dirt/soil materials transported off-site shall be either sufficiently watered or securely covered to prevent excessive amount of dust. f. General contractors shall maintain and operate construction equipment so as to minimize exhaust emissions.
g. Trucks having no current hauling activity shall not idle and be turned off. h. Ground cover in disturbed areas shall be replaced as quickly as possible. i. Cranes would be electric-powered.

2. Anti-Idling Regulation: In accordance with Section 2485 in Title 13 of the California Code of Regulations, the idling of all diesel fueled commercial vehicles (weighing over 10,000 pounds) during construction shall be limited to five minutes at any location.

3. Fuel Requirements: In accordance with Section 93115 in Title 17 of the California Code of Regulations, operation of any stationary, diesel-fueled, Exhibit “S”

compression-ignition engines shall meet specified fuel and fuel additive requirements and emission standards.

4. Architectural Coatings: During construction of Phase II buildings, construction contractors shall comply with SCAQMD Rule 1113 and utilize architectural coatings that meet the VOC content requirements.

PDF-AQ-2: Green Building Features: At a minimum, Phase II buildings will be designed and operated to meet the applicable requirements of the California Green Building Standards Code (CALGreen) and the City of Santa Monica Green Building Code at the time of building permit issuance (provided that any Phase II OSHPD-1 building(s) would be permitted by OSHPD and subject to applicable OSHPD sustainability requirements at the time of OSHPD permitting). Green building features will include the following:

1. Waste
a. Construction contractors for Phase II development will implement a construction waste management plan (WMP) to divert a minimum of 70 percent of all mixed construction and demolition (C&D) debris to City certified construction and demolition waste processors, consistent with the City of Santa Monica Municipal Code Article 8, Chapter 8.108. b. The Project will include easily accessible recycling areas dedicated to the collection and storage of non-hazardous materials such as paper, corrugated cardboard, glass, plastics, metals, and landscaping debris (trimmings), consistent with the City of Santa Monica Municipal Code, Section 9.21.130.

2. Energy
a. Phase II buildings will comply at minimum with the California 2019 Title 24 Building Energy Efficiency Standards or the most recent applicable standards at the time of building permit issuance. Additionally, the Project will comply with the City of Santa Monica Green Building Code by incorporating features such as solar water heating, green roofs, highperformance building envelopes, energy-efficient HVAC and lighting systems, thereby reducing energy use, air pollutant emissions, and GHG emissions.
b. Phase II buildings will include the installation of solar electric photovoltaic (PV) systems, as required by the City of Santa Monica Green Building Standards Code (provided that any Phase II OSHPD-1 building(s) would be permitted by OSHPD and subject to applicable OSHPD sustainability requirements at the time of OSHPD permitting). At minimum, the PV systems will have a total wattage of 2.0 times the square footage of the building footprint (2.0 watts per square foot).

Exhibit “S”

c. The design of Phase II buildings will incorporate surface materials with a high solar-reflectance-index average, coupled with roof assemblies having insulation factors that meet the 2019 California Title 24 Building Energy Efficiency Standards or the most recent applicable standards at the time of building permit issuance, to reduce unwanted heat absorption and minimize energy consumption. The Project would be designed to reduce energy consumption by 10 percent as required by the City’s Energy Reach Code.

3. Transportation
a. Providence Saint John’s will implement a Transportation Demand Management (TDM) Plan with measures to decrease vehicle miles traveled.

The specific TDM strategies to be implemented by the developer shall be finalized as part of the Development Agreement process. It is anticipated that the following TDM strategies will be implemented and/or maintained:
a TDM Coordinator; Transportation Management Association (TMO); transit pass subsidies provided to employees by the Project Applicant; ridesharing (carpools and vanpools); parking pricing; Guaranteed Ride Home (GRH); bicycle facilities; carshare service; bicycle sharing areas; transportation information center and TDM website information; pedestrian wayfinding signage; and commuter club.
b. To encourage carpooling and the use of electric vehicles by Providence Saint John’s employees and visitors, designated parking for carpools and vanpools will be provided throughout the North and South Campuses in accordance with SMMC Section 9.28.150.
c. Electric Vehicle (EV) Charging Stations will be provided throughout the North and South Campuses. The total number of electric vehicle charging stations would be determined as part of the Development Agreement to be finalized; however, all Phase II Project facilities with more than 50 parking spaces would include at least two charging stations plus one for each additional 50 parking spaces consistent with SMMC Section

9.28.160(B)(2).
d. Both long-term and short-term bicycle parking will be provided throughout the North and South Campuses. The number of parking spaces shall be provided in accordance with SMMC Table 9.28.140, which requires one short-term bicycle parking space for every 4,000 square feet of floor area (depending on the use). Upon full Phase II Project implementation, PSJHC shall have more than 60 new short-term bicycle parking spaces and 120 new long-term bicycle parking spaces added to its North Campus and more than 100 new short-term spaces and more than 200 new long-term spaces added to its South Campus.

Showers and clothes lockers for employees will also be provided throughout the North and South Campuses. In accordance with SMMC Section

9.28.170(B)(1), a minimum of two showers would be provided in Phase II Exhibit “S”

Buildings 2C, 2D/E, 2I, and S1 while a minimum of four showers would be provided in Building S4. Consistent with SMMC Section 9.28.170(B)(2), lockers for clothing and other personal effects would be provided at a ratio of 75% of the long-term employee bicycle parking spaces required. Upon full Phase II Project implementation, PSJHC would have more than 90 new clothes lockers on its North Campus and more than 100 new clothes lockers on its South Campus.

4. Water
a. The Project would be designed to reduce indoor and outdoor potable water consumption as required by California 2019 Title 24 standards (provided that any Phase II OSHPD-1 building(s) would be permitted by OSHPD and subject to applicable OSHPD sustainability requirements at the time of OSHPD permitting).

PDF-AQ-3: Control of VOCs. Phase II buildings will utilize low-emitting materials in accordance with PDF-AQ-1.

PDF-AQ-4: Emergency Generator Maintenance & Testing: The Project shall only conduct maintenance or testing on one generator per day and for only one hour.

PDF-AQ-5: Emergency Generators. All new standby generators proposed shall be selected from the South Coast Air-Quality Management District’s certified generators list and meet the EPA Tier 4 standard for diesel emissions. For after-treatment of engine exhaust air, a diesel particulate filter shall be provided to meet the emission level requirements of the South Coast Air Quality Management District. The Project would have six generators and would need to be tested monthly to ensure reliability in the case of a power outage.

PDF-NOISE-1 (Construction Noise). The Applicant’s construction contractor shall require implementation of the following construction best management practices (BMPs) by all construction contractors and subcontractors working in and around the Project Site to reduce construction noise levels:
• Project contractor(s) will equip all construction equipment, fixed and mobile, mobile, with properly operating and maintained noise mufflers, consistent with manufacturers’ standards;
• On-site construction equipment staging areas will be located as far as feasible from noise and vibration sensitive uses.
• In accordance with Section 2485 in Title 13 of the California Code of Regulations, the idling of all diesel fueled commercial vehicles (weighing over 10,000 pounds) during construction shall be limited to five minutes at any location.

Exhibit “S”

• As required by SMMC 9.21.140 B Screening, effective noise barriers will be designed and erected as needed to shield on-site uses from excessive construction-related noise.

PDF-NOISE-2: Exterior Mechanical Equipment Noise. Exterior mechanical and electrical equipment such as HVAC equipment would be screened in accordance with Section

9.21.140 of the SMMC. In accordance with Section 4.12.130 of the SMMC, all outdoor mechanical equipment would be required to comply with noise limitation requirements provided in Section 4.12.060 of the SMMC.

PDF-TR-1: (Construction Traffic Management Plan): The Applicant shall prepare, implement, and maintain a Construction Traffic Management Plan (Plan) to address construction traffic, parking, access and safety impacts during the construction period. The Plan shall be submitted to the City for review and approval prior to the issuance of grading permits, and be designed to accomplish the following:
 Reduce construction traffic impacts on the surrounding street network;  Minimize construction parking impacts;
 Ensure traffic safety and emergency around the Project Site during the construction period;
 Prevent substantial construction truck traffic through residential neighborhoods; and
 Provide for coordination of Project construction activities with those of nearby construction projects.

The Plan shall include the following at a minimum:

Ongoing Requirements Throughout the Duration of Construction:
 Implementation of a detailed work zone plan for temporary lane, sidewalk, and bicycle lane closures (e.g., flagmen, directional signage, etc.). The Plan shall include specific information regarding the Project’s construction activities that may disrupt normal pedestrian and traffic flow, and the measures to address these disruptions. Further, the Plan shall address construction parking and impacts to existing parking in adjacent off-site areas. The Plan shall be reviewed and approved by the Traffic Engineering Division prior to commencement of construction and implemented in accordance with this approval.  Any work within the public right-of-way (ROW) shall be performed between 9:00 AM and 4:00 PM. This work includes dirt and demolition material hauling and construction material delivery. Work within the public ROW outside of these hours shall only be allowed with under an after-hours construction permit.

Exhibit “S”

 Streets and equipment shall be cleaned in accordance with established Public Works Department requirements.
 Trucks shall only travel on a City-approved construction route. Truck queuing/staging shall not be allowed on Santa Monica streets. Limited queuing may occur on the construction site itself.
 Materials and equipment shall be minimally visible to the public; the preferred location for materials is to be onsite, with a minimum amount of materials within a work area in the public ROW, subject to a current Use of Public Property Permit.
 Any requests for work before or after normal construction hours within the public ROW shall be subject to review and approval through the After Hours Permit process administered by the Building and Safety Division.  Provision of off-street parking for construction workers, which may include the use of a remote location with shuttle transport to the site, if determined necessary by the City of Santa Monica.

Project Coordination Elements That Will Be Implemented Prior to Commencement of Construction:
 The Applicant shall advise the traveling public of impending construction activities (e.g., information signs, portable message signs, media listing/notification, and implementation of an approved Plan).  The Applicant shall obtain a Use of Public Property Permit, Excavation Permit, Sewer Permit, or Oversize Load Permit, as well as any Caltrans permits required, for any construction work requiring encroachment into public rightsof-way, detours, or any other work within the public ROW.  The Applicant shall provide timely notification of construction schedules to all affected agencies (e.g., Metro. Big Blue Bus, Police Department, Fire Department, Public Works Department, and Planning and Community Development Department) and to all owners and residential and commercial tenants of property within a radius of 500 feet.
 The Applicant shall coordinate construction work with affected agencies in advance of start of work. Approvals may take up to two weeks per each submittal. Coordination with Metro regarding construction activities that may impact Metro bus lines or result in closures lasting over six months shall be initiated at least 30 days in advance of construction activities.  The Applicant shall obtain Transportation Engineering Division approval of any haul routes for earth, concrete, or construction materials and equipment hauling.

Exhibit “S”

PDF-TR-2 (TDM): The Applicant shall implement Transportation Demand Management (TDM) measures so as to not exceed the trip generation estimates calculated for the Future Years (2031 and 2042) in Tables 4.17-11 and 4.7-12 of the EIR.

The specific TDM strategies to be implemented by the developer shall be finalized as part of the Development Agreement process. It is anticipated that the following TDM strategies will be implemented and/or maintained: a TDM Coordinator; Transportation Management Association (TMO); transit pass subsidies provided to employees by the Project Applicant; ridesharing (carpools and vanpools); parking pricing; Guaranteed Ride Home (GRH); bicycle facilities; carshare service; bicycle sharing areas; transportation information center and TDM website information; pedestrian wayfinding signage; and commuter club.

To ensure that the trip generation estimates calculated for the Interim Year (2031) and Future Year (2042) in Table 4.17-11 are not exceeded, a period of annual monitoring and reporting shall be undertaken for the Project and incorporated into the Development Agreement. The Applicant shall summarize the results of the trip monitoring program, determine whether trip reduction goals and/or Average Vehicle Ridership (AVR) targets are being achieved, and describe the TDM efforts in place to reduce vehicular trip making, in an annual report delivered to the City.

The City, at its discretion, shall determine the type of enforcement and may require implementation of additional TDM strategies and possible monetary (or other) penalties if annual monitoring determines that the trip generation estimates are being exceeded and/or that AVR targets are not being met.

MM-AIR-1: Construction Equipment. Construction equipment operating at each Phase II development site shall be subject to the following requirements, which will be included in applicable bid documents and successful contractor(s) must demonstrate the ability to supply such equipment:
• The Project shall require all off-road diesel equipment greater than 50 horsepower (hp) to meet USEPA Tier 4 Final off-road emission standards or equivalent to reduce diesel particulate matter and NOX emissions during construction activities. If equipment cleaner than Tier 4 is widely and commercially available at the time of building permit issuance, the Project applicant shall require the use of such equipment for construction. • Dumpers/tenders, forklifts, pumps, sweeper/scrubbers and plate compactors shall be powered by non-diesel fuels, such as gasoline, compressed natural gas or electricity.

MM-HIST-1: Recordation of the John Wayne Cancer Institute (JWCI) and Child & Family Development Center (CFDC). Prior to any demolition or ground disturbing activity on the 2I and S4 properties, the Applicant shall retain a Qualified Preservation Professional (defined as an architectural historian, historic architect, or historic preservation professional who satisfies the Secretary of the Interior’s Professional Qualification Standards for History, Architectural History, Exhibit “S”

or Architecture, pursuant to 36 CFR 61) to prepare a Historic American Buildings Survey (HABS) Short Format Report I. The HABS shall record the history of each property (the JWCI and CFDC), as well as important events or other significant contributions to the patterns and trends of history with which each property is associated, as appropriate. Each property’s physical condition, both historic and current, shall be documented through site plans; historic maps and photographs; available original and/or current as-built drawings; large format photographs; and written data and text. Each building’s exteriors, representative interior spaces, character-defining features, as well as its setting and contextual views, shall be documented. Field photographs and notes shall also be included. All documentation components shall be completed in accordance with the Secretary of the Interior’s Standards and Guidelines for Architectural and Engineering Documentation (HABS standards) to the satisfaction of the City of Santa Monica’s Historic Preservation Officer and the HABS administrator for the Library of Congress HABS collection. An electronic copy (pdf) of the HABS documentation shall be submitted to the City for review. Once approved, an electronic copy (pdf) shall be transmitted to the Library of Congress HABS administrator for review. Upon approval, the original archival HABS documentation shall be submitted to the Library of Congress for inclusion in the HABS collection, and archival copies shall be sent to the Santa Monica Public Library. The Applicant may complete the HABS documentation for both the JWCI and CFDC together or separately so long as the documentation for the CFDC is completed prior to demolition or ground disturbing activity on the 2I Site and the documentation for the JWCI is completed prior to any demolition or ground disturbing activity on the S4 Site.

MM-HIST-2: Interpretive Exhibit(s). The Applicant shall retain a Qualified Preservation Professional (defined as an architectural historian, historic architect, or historic preservation professional who satisfies the Secretary of the Interior’s Professional Qualification Standards for History, Architectural History, or Architecture, pursuant to 36 CFR 61) to develop and implement a permanent publicly accessible interpretive exhibit(s) (Exhibit), in consultation with the Applicant, that captures and incorporates the important history, associations, and significance of the JWCI and CFDC (as applicable), within the larger context of medical history, so that the significance of these resources is preserved and retained for the education and benefit of current and future generations. The Exhibit’s requirements shall be outlined in a technical memorandum, including the requirements for maintenance and operation of the Exhibit’s elements. The interpretive Exhibit shall be aimed at actively illustrating the following:
• The growth and development of the JWCI and/or CFDC within the larger context of local, state and national medical history.
• The Exhibit should also document the construction history and architectural significance pertaining to the respected architects, Weldon J. Fulton (JWCI) and John Maloney (CFDC), for each property.

Exhibit “S”

• The historical associations and significance of Dr. Evis Coda (CFDC).

The Exhibit shall include each of the following:
• A permanent on-site exhibit, maintained by the Applicant to be installed at an on-site location or locations within the Project selected by the Applicant with the approval of the qualified preservation consultant and City of Santa Monica Historic Preservation Officer.
• A professionally conducted oral history program documenting the personal experiences of JWCI patients and CFDC families and staff members, respectively, which will be utilized within the Exhibit and later archived at the Santa Monica History Museum.

The Applicant shall commission a Qualified Preservation Professional to prepare a technical memorandum detailing the Exhibits’ requirements and implementation schedule and this memorandum shall be reviewed by interested parties, such as the Santa Monica History Museum and the Santa Monica Conservancy, and shall be prepared to the satisfaction of the City of Santa Monica. Once work on the 2I and S4 sites, as applicable, has commenced, the Applicant shall submit biannual reports prepared by a Qualified Preservation Professional documenting the progress of the Exhibit’s implementation, and the Applicant shall submit documentation illustrating full implementation of the Exhibit to the City within 3 years of completion of construction of the 20th Street Medical Building (2I) and Education & Conference Center and East Ambulatory & Research Building (S4), respectively.

MM-HIST-3: Construction Monitoring. Due to the potential for damage from excavation and construction activities, as well as vibration, to 2208/2210 Santa Monica Boulevard, and in association with implementation of Mitigation Measure MM NOISE-1, the Qualified Preservation Professional shall monitor construction activities associated with the Project at regular intervals during shoring and excavation of Site S4 to address any unanticipated damage to 2208/2210 Santa Monica Boulevard that may require preservation treatment, and minimize potential damage to historic materials on 2208/2210 Santa Monica Boulevard.

The Qualified Preservation Professional shall document the construction monitoring process in digital photography, as well as monitoring logs, and prepare a final monitoring report to be submitted to the City’s Historic Preservation Officer.

MM-ARCH-1: Archaeological Monitoring of Ground Disturbing Activities. Prior to the issuance of a demolition permit for the S1, S2, S3, S4 and S5 sites, the Applicant shall retain an archaeologist who meets the Secretary of the Interior’s Professional Qualifications Standards (Qualified Archaeologist) and a Native American monitor from a tribe that is culturally and geographically affiliated with the Project site (according to the Native American Heritage Commission contact list for this project) to provide construction monitoring services for the Project. The Qualified Exhibit “S”

Archaeologist, or an archaeological monitor working under their direct supervision, and the Native American monitor shall monitor all ground disturbance, such as clearing/grubbing, grading, trenching, or any other construction excavation activity, associated with Sites S1, S2, S3, S4, and S5 to a maximum depth of 6 feet (depth at which archaeological sensitivity decreases). The archaeological monitor shall be familiar with the types of resources (prehistoric and historic) that could be encountered. The frequency of archaeological and Native American monitoring shall be determined by the Qualified Archaeologist and shall be based on the rate of excavation and grading activities, the materials being excavated (younger sediments vs. older sediments), and the depth of excavation, and if found, the abundance and type of archaeological resources encountered. Full-time archaeological and Native American monitoring may be reduced to part-time inspections, or ceased entirely, at any depth above 6 feet if determined adequate by the Qualified Archaeologist.

Prior to commencement of excavation activities, an Archaeological Sensitivity Training shall be given for construction personnel. The training session shall be carried out by the Qualified Archaeologist and Native American monitor, and will focus on how to identify archaeological resources that may be encountered during earthmoving activities and the procedures to be followed in such an event.

MM-ARCH-2: Evaluation/Treatment of any Archaeological Finds. In the event that historic (e.g., bottles, foundations, refuse dumps/privies, etc.) or prehistoric (e.g., hearths, burials, stone tools, shell and faunal bone remains, etc.) archaeological resources are unearthed, ground-disturbing activities shall be halted or diverted away from the vicinity of the find so that the find can be evaluated. An appropriate buffer area shall be established by the Qualified Archaeologist around the find where construction activities shall not be allowed to continue. Work shall be allowed to continue outside of the buffer area. All archaeological resources unearthed by Project construction activities shall be evaluated by the Qualified Archaeologist.

If the resources are prehistoric or Native American in origin, the Applicant shall coordinate with the City, Qualified Archaeologist, and Native American representatives regarding the treatment and curation of any prehistoric archaeological resources. Additionally, if a discovery is outside of Sites S1, S2, S3, S4, or S5, the Qualified Archaeologist shall determine the level of archaeological monitoring that is warranted during future ground disturbance in other portions of the Project Site. If a resource is determined by the Qualified Archaeologist to constitute a “historical resource” pursuant to CEQA Guidelines Section 15064.5(a) or a “unique archaeological resource” pursuant to PRC Section 21083.2(g), the Qualified Archaeologist shall coordinate with the Applicant and the City (and Native American representatives for prehistoric resources) to develop a formal treatment plan that would serve to reduce impacts to the resource. The treatment plan established for the resource shall be in accordance with CEQA Guidelines Section 15064.5(f) for historical resources and PRC Sections 21083.2(b) for unique archaeological resources. Preservation in place (i.e., avoidance) is the preferred manner of treatment. If preservation in place is not feasible, treatment may include implementation of archaeological data recovery excavations to remove the resource along with subsequent laboratory processing and analysis. Any archaeological material collected shall be curated at Exhibit “S”

a repository that meets the standards outlined in 36 Code of Federal Regulations (CFR) 79.9., if such an institution agrees to accept the material. If no institution accepts the archaeological material, they shall be donated to a local school or historical society in the area for educational purposes, or to an affiliated tribe for prehistoric materials, to be determined by the Qualified Archaeologist in consultation with the City, and with Native American representatives for materials that are prehistoric in nature. Disposition of human remains and associated funerary objects shall be determined through consultation with the Most Likely Descendant (MLD) and landowner (see MM-ARCH-4).

MM-ARCH-3: Final Archaeological Report). Prior to issuance of Certificate of Occupancy for the Phase II buildings on Sites S1, S2, S3, S4, and S5, as applicable, the Qualified Archaeologist shall prepare a final report and appropriate California Department of Parks and Recreation Site Forms at the conclusion of archaeological monitoring. The report shall include a description of resources unearthed, if any, treatment of the resources, results of the artifact processing, analysis, and research, and evaluation of the resources with respect to the California Register of Historical Resources and CEQA. The report and the Site Forms shall be submitted by the Project applicant to the City, the South Central Coastal Information Center, and representatives of other appropriate or concerned agencies to signify the satisfactory completion of the development and required mitigation measures.

MM-ARCH-4: Human Remains. If human remains are encountered unexpectedly during implementation of the Project, State Health and Safety Code Section 7050.5 requires that no further disturbance shall occur at the affected excavation/construction site until the County Coroner has made the necessary findings as to origin and disposition pursuant to PRC Section 5097.98. If the remains are determined to be of Native American descent, the coroner has 24 hours to notify the NAHC. The NAHC shall then identify the person(s) thought to be the Most Likely Descendent (MLD). The MLD may, with the permission of the landowner, or his or her authorized representative, inspect the site of the discovery of the Native American remains and may recommend to the owner or the person responsible for the excavation work means for treating or disposing, with appropriate dignity, the human remains and any associated grave goods. The MLD shall complete their inspection and make their recommendation within 48 hours of being granted access by the landowner to inspect the discovery. The recommendation may include the scientific removal and nondestructive analysis of human remains and items associated with Native American burials. Upon the discovery of the Native American remains, the landowner shall ensure that the immediate vicinity, according to generally accepted cultural or archaeological standards or practices, where the Native American human remains are located, is not damaged or disturbed by further development activity until the landowner has discussed and conferred, as prescribed in this mitigation measure, with the MLD regarding their recommendations, if applicable, taking into account the possibility of multiple human remains. The landowner shall discuss and confer with the descendants all reasonable options regarding the descendants' preferences for treatment.

Exhibit “S”

Whenever the NAHC is unable to identify a MLD, or the MLD identified fails to make a recommendation, or the landowner or his or her authorized representative rejects the recommendation of the descendants and the mediation provided for in Subdivision (k) of Section 5097.94, if invoked, fails to provide measures acceptable to the landowner, the landowner or his or her authorized representative shall inter the human remains and items associated with Native American human remains with appropriate dignity on the property in a location not subject to further and future subsurface disturbance.

MM-GEO-1: Paleontological Resources Investigation. Prior to start of any ground-disturbing activities (i.e., demolition, pavement removal, pot-holing or auguring, boring, drilling, grubbing, vegetation removal, brush clearance, weed abatement, grading, excavation, trenching, or any other activity that has potential to disturb soil) for each construction site, the Applicant shall retain a Qualified Paleontologist meeting the Society of Vertebrate Paleontology standards (SVP, 2010). The Qualified Paleontologist shall conduct construction worker paleontological resources sensitivity training for appropriate construction personnel. The training session shall focus on the recognition of the types of paleontological resources that could be encountered within the Project area and the procedures to be followed if they are found. The Applicant shall ensure that construction personnel are made available for and attend the training and retain documentation demonstrating attendance.

MM-GEO-2: Paleontological Resource Monitoring of Ground Disturbing Activities. Fulltime paleontological resources monitoring shall be performed by a qualified paleontological monitor under the direction of the Qualified Paleontologist (SVP, 2010) for ground disturbance in undisturbed soils below a depth of 6 feet. Fulltime monitoring may be reduced to part-time inspections, or ceased entirely, if determined adequate by the Qualified Paleontologist. Monitors shall have the authority to temporarily halt or divert work away from exposed fossils, in a radius of at least 50 feet, in order to recover the fossil specimens. Any significant fossils collected during Project-related excavations shall be prepared to the point of identification and curated into an accredited repository with retrievable storage.

Monitors shall prepare daily logs detailing the types of activities and soils observed, and any discoveries. The Qualified Paleontologist shall prepare a final monitoring and mitigation report to be submitted to the City.

MM-GEO-3: Evaluation/Treatment of Any Paleontological Finds. If construction or other Project personnel discover any potential fossils during construction, regardless of the depth of work or location, work at the discovery location shall cease in a 50- foot radius of the discovery until the Qualified Paleontologist has assessed the discovery and made recommendations as to the appropriate treatment. If the find is deemed significant, it shall be salvaged following the standards of the SVP (2010) and curated with a certified repository.

Exhibit “S”

MM-HAZ-1: Additional Assessment/Remediation - Site S3 and Site 2D/E. Prior to the issuance of a grading permit for each of Site S3 and Site 2D/E, additional assessment in the form of soil and soil vapor sampling shall be conducted to determine whether there is any soil or groundwater contamination associated with the former service station uses at these sites, once the existing on-site buildings/structures are demolished. If the additional assessment reveals concentrations of volatile organic compounds (VOCs) and/or other hazardous substances above applicable California Human Health Screening Levels (CHHSL), soil remediation and health and safety measures required by the applicable regulatory agencies [e.g., California Department of Toxic Substances (DTSC), Los Angeles Regional Water Quality Control Board (LARWQCB), etc.] shall be implemented by the Project Applicant during construction, which will be included in a Soils Management Plan and a Health and Safety Plan, as applicable (refer to Mitigation Measures HAZ-2 and HAZ-3).

The additional assessment shall also include a survey to determine the presence of any underground storage tanks (UST) associated with the former on-site gas stations. If a UST is discovered, the Applicant shall notify the SMFD prior to tank removal and prepare a work plan for UST removal. The work plan shall be approved by the SMFD and shall identify methods/procedures to remove or neutralize any flammable materials and vapors in the UST prior to transport, and establish to the satisfaction of the SMFD that no release of hazardous materials has occurred or that the release of hazardous materials is otherwise addressed in the SMP. The UST shall be properly disposed of by a licensed contractor in accordance with applicable regulations.

MM-HAZ-2: Soil Management Plan [SMP]. Should the assessments required under MM HAZ-1 above for Site S3 and Site 2D/2E reveal chemicals of concern above applicable CHHLs and for excavation activities associated with Site 2C and Site 2D/E, the Project Applicant shall retain a qualified environmental consultant to prepare a SMP, which will be submitted to DTSC, RWQCB, and/or City of Santa Monica Fire Department for review and approval prior to the commencement of excavation and grading activities. The recommendations of the applicable oversight agency shall be incorporated in the SMP. The SMP shall be implemented during excavation and grading activities on the identified Site to ensure that any contaminated soils are properly identified, excavated, and disposed of off-site, as follows:
• The SMP shall be prepared and executed in accordance with South Coast Air Quality Management District (SCAQMD) Rule 1166, Volatile Organic Compound Emissions from Decontamination of Soil. The SMP shall require the timely testing and sampling of soils so that contaminated soils can be separated from inert soils for proper disposal. The SMP shall specify the testing parameters and sampling frequency. During excavation, Rule 1166 requires that soils identified as contaminated shall be sprayed with water or another approved vapor suppressant, or covered with sheeting during periods of inactivity of greater than an hour, to prevent contaminated soils from Exhibit “S”

becoming airborne. Under Rule 1166, contaminated soils shall be transported from the Project Site by a licensed transporter and disposed of at a licensed storage/treatment facility to prevent contaminated soils from becoming airborne or otherwise released into the environment.
• During the excavation phase, the Applicant shall remove and properly dispose of contaminated materials in accordance with the provisions of the SMP. If soil is stockpiled prior to disposal, it will be managed in accordance with the Project's Storm Water Pollution Prevention Plan, prior to its transfer for treatment and/or disposal. All impacted soils would be properly treated and disposed of in accordance with SCAQMD Rule 1166, Volatile Organic Compound Emissions from Decontamination of Soil, as well as applicable requirements of DTSC and LARWQCB.
• A qualified environmental consultant shall be present on the Site during grading and excavation activities in the known or suspected locations of contaminated soils or the UST, and shall be on call at other times as necessary, to monitor compliance with the SMP and to actively monitor the soils and excavations for evidence of contamination.

MM-HAZ-3: Health and Safety Plan [HASP]. Should the assessments required under MM HAZ-1 above reveal chemicals of concern above applicable clean-up goals, the Applicant shall commission a HASP to be prepared in compliance with Occupational Safety and Health Administration (OSHA) Safety and Health Standards (29 Code of Federal Regulations 1910.120) and Cal-OSHA requirements (CCR Title 8, General Industry Safety Orders and California Labor Code, Division 5, Part 1, Sections 6300-6719) and submitted for review by the Department of Building and Safety. The HASP would address, as appropriate, safety requirements that would serve to avoid significant impacts or risks to workers or the public in the event that elevated levels of subsurface gases are encountered during grading and excavation. The HASP would also address potential vapor encroachment from the soil contamination into the subterranean levels of the building. As necessary, gas monitoring devices would be in place to alert workers in the event elevated gas or other vapor concentrations occur when basement slab demolition or soil excavation is being performed. Contingency procedures would be in place in the event elevated gas concentrations are detected, such as the mandatory use of personal protective equipment, evacuation of the area, and/or increasing ventilation within the immediate work area. Workers would be trained to identify exposure symptoms and implement alarm response.

Construction fencing would be installed around development areas to restrict public access from surrounding properties and other phases of the Project Site, further reduce the potential for contaminated soils to become airborne, and provide additional distance between the public and excavation activities to allow for gas and vapor dilution. Vapor suppression measures also would be identified consistent with the SMP, as necessary, to avoid health hazards to adjacent properties. The HASP would have emergency contact numbers, maps to the nearest hospital, gas monitoring action levels, gas response actions, allowable Exhibit “S”

worker exposure times, and mandatory personal protective equipment requirements. The HASP would be signed by all workers involved in the demolition and excavation of on-site soils to demonstrate their understanding of the risks of excavation.

MM-HAZ-4: Asbestos Containing Materials. Pursuant to SCAQMD requirements, testing for presence of ACM shall be conducted in the CFDC, JWCI, and SJF Buildings prior to demolition of these structures. Any ACM found in these buildings, and the previously confirmed ACM in the vacant on- site apartments and associated parking structure, shall be removed by a licensed and certified asbestos abatement contractor prior to demolition of these buildings pursuant to SCAQMD Rule 1403 and Cal-OSHA Asbestos Regulations.

MM-HAZ-5: Lead Based Paints. Testing for the presence of LBP shall be conducted in the CFDC, JWCI, and SJF Buildings prior to demolition of these structures. Any LBP found in these buildings, and the previously confirmed LBP in the vacant on- site apartments and associated parking structure, shall be removed by lead-certified personnel following the Cal-OSHA lead standards contained in CCR Title 8, Section 1532.1 and lead-safe work practices prior to demolition of these buildings.

An environmental contractor with California Department of Public Health certified workers shall be retained to carry out the work in compliance with the regulations that govern LBP.

MM-NOISE-1: Construction Vibration. To reduce the potential for construction-related vibration effects to building structures, prior to the issuance of a building permit for a Site, PSJHC shall perform an inventory of the structural condition of buildings within 50 feet of Project construction on that Site. Based on the surveyed building’s structure and condition, an acoustic specialist will determine the appropriate structural damage potential criteria based on the Caltrans Transportation and Construction Vibration Guidance Manual (Caltrans 2013), as provided in Table 4.13-3, and for each piece of construction equipment, establish a standoff distance from the applicable building. The construction contractor(s) shall restrict the use of equipment within the minimum applicable standoff distances to not exceed the building’s applicable structural damage criteria. If construction is required within these minimum applicable distances, alternative equipment and methods, such as small bulldozers (less than 300 horsepower), smaller or alternative construction equipment, or alternative methods shall be used to reduce potential vibration levels to less than the building’s applicable structural damage criteria.

MM-NOISE-2: Construction Vibration. To reduce the potential for construction-related vibration effects to any vibration sensitive medical uses, prior to the issuance of a building permit for Sites 2C, 2I, 2D/E, S1, S3 and S4, PSJHC shall perform an inventory of vibration-sensitive medical equipment and rooms/suites in the hospital and in the following nearby Medical Office Buildings along Santa Monica Boulevard and Broadway:

Exhibit “S”

 For Site 2C: 2001 Santa Monica Boulevard, 2021 Santa Monica Boulevard, and 2020 Santa Monica Boulevard.
 For Site 2I: 1919 Santa Monica Boulevard, 2001 Santa Monica Boulevard, 2021 Santa Monica Boulevard, and 2020 Santa Monica Boulevard.  For Site 2D/E: 2208, 2216, 2232 Santa Monica Boulevard.  For Sites S1 & S3: 2001 Santa Monica Boulevard, 2021 Santa Monica Boulevard, 2020 Santa Monica Boulevard, and 2020 Broadway.  For Sites S4 & S5: 2021 Santa Monica Boulevard, 2020 Santa Monica Boulevard, and 2208, 2216, 2232 Santa Monica Boulevard.

PSJHC shall notify both the building owner/property manager and the building’s medical office tenants in writing of PSJHC’s need to inventory the building/tenant suite for vibration-sensitive medical equipment and rooms/suites with vibrationsensitive medical operations and to conduct the simulation(s).

For the buildings identified to contain vibration sensitive medical uses and where determined to be potentially exposed to adverse vibration effects associated with construction activities by a qualified acoustical specialist, a construction simulation survey shall be undertaken on the applicable Project Site, replicating representative construction activities, such as the use of an excavator or the dropping of a heavy weight. The simulations shall be undertaken in an appropriate number of locations, as determined by an acoustical specialist to allow evaluation of the proposed construction activities. Use of the vibration-sensitive equipment will be monitored by the applicable medical team during this exercise.

The applicable medical team will confer with the construction team, including an acoustical specialist, after the simulation. If the simulation results indicate that either (a) construction vibration would exceed manufacturer’s specifications for vibration-sensitive medical equipment or (b) hospital operating rooms or critical working areas would exceed the “Weighting factors for satisfactory magnitudes of building vibration with respect to human response” in ANSI/ASA S2.71-1983 (reaffirmed in 2012), Table A.1, then a detailed mitigation plan shall be prepared unless both the applicable medical team and the construction team agree that the construction vibration is not impacting medical equipment/procedures in a particular medical suite despite the manufacturer’s specifications or weighting factors. If a mitigation plan is required, the construction team, including an acoustical specialist, shall prepare such plan relevant to such equipment or operations that is practicable for both the construction team and the applicable medical team. This will involve a combination of the judicious selection of construction equipment and techniques to minimize vibration at source, the sympathetic scheduling of the hours of construction and medical equipment usage/operations, the use of vibration isolation tables for particularly sensitive Exhibit “S”

medical equipment/operations and the possible temporary relocation of affected medical equipment/operations.

PSJHC shall use good faith efforts to secure the voluntary cooperation of the building owner/property manager and the building’s medical office tenants in allowing PSJHC to perform the inventory, schedule the simulation(s), monitor the vibration- sensitive medical equipment or operations during the simulation(s), and provide input on practicable measures to include in the mitigation plan.

MM-TR-1: Intersection 70. Prior to issuance of a building permit for the S4 building (Phase A4 or B4), the Project Applicant shall seek approval from the City of Los Angeles to reconfigure the existing northbound and southbound approaches of Intersection 70 (Centinela Avenue & Santa Monica Boulevard) to provide one left- turn lane and one shared through/right-turn lane at each approach (unless such reconfiguration has already occurred). The reconfiguration would involve the removal of three or four onstreet parking spaces at both the northbound and southbound approaches, including a commercial loading zone on the northbound approach, and restriping of the northbound and southbound approaches. The Project Applicant shall not be required to pursue right of way acquisition. The Project Applicant shall seek approval from the City of Los Angeles in good faith for at least 90 days and shall not be required to implement this reconfiguration if the City of Los Angeles does not provide approval within this time period. If the City of Los Angeles approves implementation of this mitigation measure, the Project Applicant shall complete implementation of this improvement prior to Certificate of Occupancy for the S4 building (Phase A4 or B4).

MM-TR-2: Intersection 77. Prior to issuance of a building permit for the 2D/2E building (Phase A5 or B5), the Project Applicant shall seek approval from the Big Blue Bus and Metro to relocate the eastbound Big Blue Bus bus stop from the near side of Intersection 77 (Bundy Drive and Santa Monica Boulevard) and consolidate it with the existing Metro bus stop on the far side of the intersection (unless such reconfiguration has already occurred). The Project Applicant shall seek approval from Big Blue Bus and Metro in good faith for at least 90 days and shall not be required to further pursue consolidation of the bus stops if the parties cannot reach agreement within the 90-day time period. Prior to issuance of a building permit for the 2D/2E building (Phase A5 or B5), the Project Applicant shall also seek approval from the City of Los Angeles to reconfigure the eastbound approach of Intersection 77 (Bundy Drive & Santa Monica Boulevard) to add a separate right turn lane, resulting in one left- turn lane, two through lanes and one right-turn only lane (unless such reconfiguration has already occurred). The Project Applicant shall not be required to pursue right of way acquisition. The Project Applicant shall seek approval from the City of Los Angeles in good faith for at least 90 days and shall not be required to implement this reconfiguration if the City of Los Angeles does not provide approval within this time period. If the City of Los Angeles approves implementation of this mitigation measure, the Project Applicant shall complete this implementation measure prior to Certificate of Occupancy for the 2D/2E building (Phase A5 or B5).

Exhibit “S”

MM-TR-3: Intersection 79. Prior to issuance of a building permit for the earlier of the S1 or S3 buildings in Phase B2 or the 2I building in Phase A2, if the Martin Expo Town Center Project has not restriped (or is not committed to restripe) the northbound approach at Intersection 79 (Bundy Drive & Olympic Boulevard) to provide dual left-turn lanes (or if this intersection has not otherwise been restriped), the Project Applicant shall seek approval from the City of Los Angeles to undertake this restriping. The Project Applicant shall seek approval from the City of Los Angeles in good faith for at least 90 days and shall not be required to implement this reconfiguration if the City of Los Angeles does not provide approval within this time period. If the City of Los Angeles approves implementation of this mitigation measure, the Project Applicant shall complete this implementation measure prior to Certificate of Occupancy for the earlier of the S1 or S3 buildings in Phase B2 or the 2I building in Phase A2.

MM-TR-4: Intersection 81. Prior to issuance of a building permit for the earlier of S1, S2 and S3 buildings in Phase A1 or the earlier S2 and 2C buildings in Phase B1, the Project Applicant shall seek approval from the City of Los Angeles and Caltrans to restripe the southbound approach at Intersection 81 (Bundy Drive & I-10 Eastbound On-Ramp) to add a second left- turn lane (unless such restriping has already occurred). This would entail removing on-street parking from the southbound approach on Bundy Drive. The Project Applicant shall seek approval from Caltrans and the City of Los Angeles in good faith for at least 90 days and shall not be required to implement this restriping if the City of Los Angeles and Caltrans, as applicable, do not provide approval within this time period. If the City of Los Angeles and Caltrans approve implementation of this mitigation measure, the Project Applicant shall complete this implementation measure prior to Certificate of Occupancy for the earlier of S1, S2 and S3 buildings in Phase A1 or the S2 and 2C buildings in Phase B1.

MM-WW-1: Sewer Capacity. Without limiting the generality of the foregoing, within 30 days of filing a Planning Application for any Phase II development, Saint John’s shall meet and confer with the City Engineer to discuss the timing and content for preparation of an updated sewer study to be reviewed and approved by the City Engineer, unless determined in the City Engineer’s sole and absolute professional judgment to be unnecessary. Such study would determine if future flows associated with the Phase II development proposed in the Planning Application (during dry and wet weather conditions) would cause the City’s 12-inch and 21- inch sewer lines on Broadway and any other downstream sewer lines to exceed the hydraulic planning criteria on page 47 in the City’s 2017 Sanitary Sewer System Master Plan or its successor thereto. The primary criteria used to establish adequately-sized sewer capacity is if the Peak Wet Weather Flow depth to diameter ratio is less than 0.75 and the minimum velocity is 2 ft/s.

If the sewer study (as approved by the City) determines that there will be exceedances of the hydraulic planning criteria due to the Phase II development proposed in the Planning Application, Saint John’s shall perform sewer upgrades prior to issuance of a certificate of occupancy for such Phase II Building(s), to the Exhibit “S”

satisfaction of the City Engineer, including, without limitation:
(a) Installing a new adequately-sized sewer line(s) along Broadway and 20th Street to convey sewer flows generated from the applicable Phase II Development Site; or
(b) Upsizing the existing 12-inch sewer on Broadway to 18- inch from 21st Street to 20th Street and re-activating and placing in service the existing 12- inch VCP line (currently abandoned) along 20th Street from Broadway to Colorado Avenue to divert sewer flows from the Broadway 21-inch VCP sewer line to the Colorado 21-inch Vylon sewer line. The currently abandoned 12-inch VCP line, may need to be replaced pending future engineering design and offsite plans by Saint John’s.

Saint John’s may recommend the most cost-efficient City- approved sewer upgrade alternative that addresses the downstream deficiencies. All reports and plans shall also be approved by the Water Resources Engineer prior to issuance of building permit for the applicable Phase II Building. Any required upgrades shall be completed prior to Certificate of Occupancy for the applicable Phase II Development.

Exhibit “T”

EXHIBIT “T”

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Recording Requested By and
When Recorded Mail To:

Harding, Larmore, Kutcher & Kozal, LLP
1250 Sixth Street, Suite 200
Santa Monica, CA 90401
Attn: Paula J. Larmore
________________________________________________________________________ Space Above This Line For Recorders Use
No Recording Fee Required
Government Code Section 27383
Government Code Section 6103

ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into by and between PROVIDENCE HEALTH SYSTEM-SOUTHERN CALIFORNIA, a California non-profit religious corporation (“Providence”) as sole corporate member of PROVIDENCE SAINT JOHN’S HEALTH CENTER, a California non-profit religious corporation (“Assignor”), and ________________________, a __________________ (“Assignee”).

R E C I T A L S
A. The City of Santa Monica (“City”) and Assignor entered into that certain Development Agreement dated June 9, 1998 and recorded in the Official Records of the County of Los Angeles, State of California on July 29, 1998 as Instrument No. 98-1311808 as amended by that certain First Amendment to Development Agreement dated October 4, 2011 and recorded in the Official Records of the County of Los Angeles, State of California on October 13, 2011 as Instrument No. 20111388841, that certain Second Amendment to Development Agreement dated August 28, 2017 and recorded in the Official Records of the County of Los Angeles, State of California on October 2, 2017 as Instrument No. 20171125181, and that certain Third Amendment to Development Agreement dated ___________ and recorded in the Official Records of Los Angeles County, California as Instrument No. _____________ (collectively “Development Agreement”) with respect to the real property located in the City of Santa Monica, State of California more particularly described in Exhibit “A” attached hereto (the “Project Site”).

B. Assignor has obtained from the City certain development approvals and permits with respect to the development of the Project Site, including without limitation, approval of the Development Agreement for the Project Site (collectively, the “Project Approvals”).

Exhibit “T”

C. Assignor intends to sell, and Assignee intends to purchase, the Project Site.

D. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor’s right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Project Site. Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the Project Site.

THEREFORE, the parties agree as follows:

1. Assignment. Assignor hereby assigns and transfers to Assignee all of Assignor’s right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Project Site. Assignee hereby accepts such assignment from Assignor.

2. Assumption. Assignee expressly assumes and agrees to keep, perform, and fulfill all the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the Project Site.

3. Effective Date. The execution by City of the attached receipt for this Agreement shall be considered as conclusive proof of (a) delivery of this Agreement, (b) the assignment and assumption contained herein, and (c) the release of Assignor in accordance with Section 13.2 of the Third Amendment. This Agreement shall be effective upon its recordation in the Official Records of Los Angeles County, California, provided that Assignee has closed the purchase and sale transaction and acquired legal title to the Project Site.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below.
“ASSIGNOR”
_________________________________
a California non-profit religious corporation
“ASSIGNEE”
_________________________________
Exhibit “T”

RECEIPT BY CITY
The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of Santa Monica on this ___ day of ________________, ________.

CITY OF SANTA MONICA
___________________________________
By: _______________________________
Community Development Director
Exhibit “U”

EXHIBIT “U”

PHASE II PARKING MANAGEMENT PLAN

1. Purpose
The purpose of the Phase II Parking Management Plan (“Phase II PMP” or “PMP”) is to ensure that Saint John’s will provide sufficient parking to meet the Phase I and Phase II sites’ peak parking demand for its various user groups (including doctors, employees, patients, visitors and others) while Phase II is implemented through a combination of parking facilities owned by Saint John’s and parking facilities leased by Saint John’s.

2. Objectives
a. Aid in the management of Saint John’s parking to effectively and efficiently utilize available parking supply to meet Phase I and Phase II-related peak parking demand from employees, patients, physicians, students and visitors, as well as minimize the impacts of campus activities on nearby residential and commercial neighbors. b. Provide recommendations for parking quantity and operational adjustments, including parking pricing, to make efficient use of existing parking resources and minimize the need for construction of excess parking in later stages of the Phase II buildout. c. Provide data and information to support Saint John’s successful implementation of its Transportation Demand Management Plan and achievement of its peak-period Average Vehicle Ridership targets.

3. Parking Pricing
Saint John’s shall charge its employees, visitors and patients for parking in accordance with the following:
a. For Saint John’s visitors and patients, the parking rate schedule shall be market-based and reviewed at least annually to ensure Saint John’s parking charges are not an incentive for patients and visitors to drive single-occupancy vehicles to the Campus when other commute modes are available. The parking rate schedule shall utilize commercially reasonable increments of time (e.g., 15-20 minutes in 2022), not to exceed twenty (20) minutes, and take into account parking rates in effect from time to time at other commercial parking facilities in the immediate vicinity of Saint John’s to ensure that visitors to, or employees in, other businesses do not have an economic incentive to use Saint John’s parking facilities. The rate schedule must result in charges below the maximum daily rate for its visitors and patients parking for ninety (90) minutes or less.

The ninety (90) minute rate shall not exceed eighty-five percent (85%) of the maximum daily rate.
b. For Saint John’s employees, parking pricing shall be reviewed at least annually considering both (a) Saint John’s and City’s desire to discourage Saint John’s employees from driving single-occupancy vehicles to the Campus when other commute modes are available and (b) Saint John’s and City’s desire to ensure Saint John’s employees that Exhibit “U”

drive single-occupancy vehicles to the Campus are not incentivized to find on-street parking in Santa Monica.

4. Employee Notice of Residential Street Parking Prohibition All new employees shall be notified in writing during new employee orientation that parking on the residential streets in the vicinity of Saint John’s is prohibited. In addition, Saint John’s shall, at least annually, notify all employees in writing that parking on the residential streets in the vicinity of Saint John’s is prohibited.

5. Annual PMP Report
On or before February 28 of each year, Saint John’s shall file a PMP report with the City’s Community Development Director or his/her designee. The PMP report shall contain the following information current as of the date of the parking counts specified in subsection (f) below:
a. Saint John’s overall parking supply, including a list and map identifying the location of each parking facility and its distance from Saint John’s main campus, the number of spaces therein, those spaces available through use of attendant and valet operations, and the system of management for each parking facility;
b. Copies of all new parking leases or modifications to existing parking leases entered into since the most recent PMP report;
c. Technical analysis of existing and future parking demand based upon updated population counts in each of Saint John’s user groups;
d. Survey of market rate parking prices in the vicinity of Saint John’s; e. Then-current visitor/patient and employee parking prices; f. Tables setting forth parking demand and parking supply data for each user group based on parking counts taken within 3 weeks of the annual AVR survey week; g. A discussion of overall parking conditions, how TDM implementation has affected parking demand, any deficiencies, and measures Saint John’s intends to implement to address any deficiencies;
h. Any changes Saint John’s proposes to its PMP plan;
i. A copy of Saint John’s most recent PMP; and
j. Assessment of potential parking management techniques (e.g. pricing), prioritization, TDM measures and any other recommendations in support of PMP objectives if identified through the process of annual PMP preparation.

Saint John’s annual PMP report shall be reviewed in accordance with Section 8 of this Exhibit “U”.

6. Mid-Year PMP Updates
a. In the event (a) Saint John’s parking supply is planned to decrease beyond any decrease already anticipated in the annual PMP, (b) the planned decrease will occur prior to filing of the next annual PMP and (c) the parking supply is projected to continue to meet peak parking demand, Saint John’s shall be required to update its then-current PMP with the changes and submit it to the Community Development Director. The PMP update shall specify at a minimum the following information:

Exhibit “U”

i. Number and location of any parking capacity reduced/decreased or anticipated to be reduced/decreased.
ii. PMP revisions to:
a) Restore such parking capacity on-site or off-site so that sufficient capacity is provided and maintained to meet peak parking demand, including the timeline for provision of replacement parking capacity; or b) Demonstrate that alternative parking spaces are not needed to meet Saint John’s peak parking demand.
iii. If applicable, proposed implementation plan and schedule for new or enhanced TDM measures to offset Saint John’s affected user group(s) parking demand.

Quantification of the parking demand reduction associated with the implementation of new or enhanced TDM measures shall be provided. b. The Community Development Director shall have thirty (30) days to review the PMP update and notify Saint John’s in writing if he/she has any questions or concerns regarding the PMP update. If the Community Development Director does not notify Saint John’s of any questions or concerns regarding the PMP update in writing, the PMP update shall be deemed approved. In the event the Community Development Director does not believe Saint John’s parking supply will be sufficient to meet Saint John’s parking demand if the PMP update is implemented, the applicable provisions of Sections 9-11 of this Exhibit “U” shall apply.

7. Notice of Potential Deficit of Parking and Proposed PMP Modifications A PMP modification shall be required in the event Saint John’s aggregate parking supply has been reduced, or will be reduced, below Saint John’s parking demand for any reason (“material reduction”). In this event:
a. Before any material reduction occurs, Saint John’s shall notify the Community Development Director in writing of the timing of the potential material reduction and Saint John’s plan for ensuring Saint John’s will have sufficient parking supply to meet parking demand before the material reduction occurs. This notice of potential material reduction in Saint John’s parking supply shall be filed a minimum of ninety (90) days prior to the removal or demolition of parking spaces done in conjunction with Phase II site preparation/development or within thirty (30) days of receiving a notice or otherwise learning that a reduction in its leased parking supply has occurred or will occur. b. At least thirty (30) days prior to any such material reduction occurring, Saint John’s shall file a written PMP modification that demonstrates that the revised PMP will be equal or superior in its effectiveness at satisfying Saint John’s parking needs in comparison to the PMP in effect prior to the material reduction. The PMP Modification request shall specify at a minimum the information required for PMP updates pursuant to Section 6 above.

Exhibit “U”

8. Review of Annual PMP and PMP Modifications
The Community Development Director will promptly review Saint John’s annual PMP report and any modifications proposed to its PMP under Sections 6(a) or 7(b) of this Exhibit “U” above. In the event the Community Development Director has objections to the PMP report or proposed PMP modifications, then the Community Development Director will notify Saint John’s in writing of such objections no later than ninety (90) days after receiving the PMP report; provided, however, that if the PMP modification(s) being proposed relates to a relocation of parking to a lot or garage owned or operated by a person or entity other than Saint John’s or any affiliate of Saint John’s, the Community Development Director shall notify Saint John’s in writing of any objection to the new location no later than sixty (60) days after receiving the PMP report. In acting on a PMP modification request, the Community Development Director shall not require Saint John’s to provide any more parking than is reasonably necessary to meet its peak parking demand for Phase I and Phase II development/sites taking into consideration Saint John’s TDM Plan and all other relevant factors.

If the Community Development Director fails to give Saint John’s timely written notice of his or her objections to the PMP report in accordance with this Section 8, Saint John’s may submit a second request for the Community Development Director’s review of the PMP report which conspicuously states: “THE COMMUNITY DEVELOPMENT DIRECTOR’S FAILURE TO NOTIFY SAINT JOHN’S IN WRITING OF ANY OBJECTIONS TO THE PMP REPORT WITHIN SIXTY (60) DAYS SHALL BE DEEMED TO CONSTITUTE APPROVAL OF THE PMP REPORT AND ALL MODIFICATIONS SPECIFIED THEREIN" (a “Second PMP Notice”). If the Community Development Director fails to give Saint John’s timely written notice of his or her objections to the PMP report within sixty (60) days of receipt of a Second PMP Notice, the Community Development Director shall be deemed to have approved such PMP report and the modifications set forth therein.

9. PMP Revisions in Response to City Comments
If the PMP report has not been either approved by the Community Development Director or deemed approved under Section 8 of this Exhibit “U” and the Community Development Director submits written notice to Saint John’s of the City’s objections, then Saint John’s will respond in writing to the City’s notice within sixty (60) days of receiving such notice. Such response shall address the Community Development Director’s concerns including, without limitation, making revisions to its PMP.

10. City Response to Revised PMP
If upon reviewing Saint John’s written response submitted in accordance with Section 9 of this Exhibit “U”, the Community Development Director reasonably determines that the parking supply which will be available to Saint John’s following implementation of the measures specified in the PMP report, as it may be amended in Saint John’s response under Section 9 of this Exhibit “U”, will be insufficient to satisfy Saint John’s parking demand, then within sixty (60) days of receipt of Saint John’s written response, Community Development Director shall provide Saint John’s with written notice that a parking deficit exists. If the Community Development Director fails to provide such notice to Saint John’s within such sixty (60) day period, Saint John’s shall be entitled to submit a Second PMP Notice and, if the Community Development Director fails to give Saint John’s timely written notice of his or her objections to Exhibit “U”

the PMP report within fifteen (15) days of receipt of a Second PMP Notice, the Community Development Director shall be deemed to have approved such PMP report, as it may have been amended in Saint John’s response, and the modifications set forth therein. If the Community Development Director provides such written notice in a timely manner, then the Community Development Director and Saint John’s will promptly meet and confer for a period not to exceed thirty (30) days commencing on the date Saint John’s receives the Community Development Director’s notice in an effort to develop a revised PMP that is acceptable to both the Community Development Director and Saint John’s.

11. City Response to Final Revised PMP
Upon the conclusion of the meet and confer process described in Section 10 of this Exhibit “U”, Saint John’s shall submit to the Community Development Director a final revised PMP. If the Community Development Director reasonably determines that such revised PMP will not provide sufficient parking, assuming a utilization rate of at least 90% for the parking supply, the Community Development Director shall so notify Saint John’s in writing specifying the reasons for such determination within thirty (30) days of Saint John’s submission of such revised PMP.

Should the Community Development Director fail to provide such written notice within such time, the Community Development Director shall be deemed to have approved the revised PMP.

If the Community Development Director does provide timely written notice and Saint John’s fails to further revise the PMP in a manner reasonably acceptable to the Community Development Director within thirty (30) days of receipt of such notice, such failure shall constitute a Default under the Development Agreement.

12. Scope of PMP Modifications
Subject to the review process set forth in Sections 8-11 of this Exhibit “U”, Saint John’s and the City agree that a PMP may be modified with respect to the location, design, number of parking spaces, cost of parking, management and operations, access and other features addressed in the current PMP. The PMP may include, without limitation, construction of additional on-site or off-site parking, the leasing of off-site parking, TDM, or other options reasonably acceptable to the City, provided that adequate parking meeting its peak parking demand is maintained by Saint John’s.

13. Phase II Implementation
In accordance with the Phase II Master Plan Standards in Exhibit “Q”, the parking requirements for specified Phase II Buildings will be based upon updated parking demand studies that take into consideration updated empirical data (parking counts) and parking demand projections. The then current annual PMP report may be utilized in preparation of such parking demand studies subject to the timing provisions included in the Phase II Master Plan Standards in Exhibit “Q”.