Attachment F Ordinance Providence Third Amendment to the Development Agreement.docx — Santa Monica City Council, March 22, 2022 (part 1 of 2)

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City Council Meeting: March 22, 2022 Santa Monica, California ORDINANCE NUMBER __________ (CCS)
(City Council Series)

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

SANTA MONICA APPROVING THE DEVELOPMENT AGREEMENT

BETWEEN THE CITY OF SANTA MONICA, A MUNICIPAL CORPORATION,

AND PROVIDENCE HEALTH SYSTEM-SOUTHERN CALIFORNIA, A CALIFORNIA

NON-PROFIT RELIGIOUS CORPORATION, AS SOLE MEMBER OF PROVIDENCE SAINT JOHN’S HEALTH CENTER, A CALIFORNIA NON-PROFIT RELIGIOUS

CORPORATION
WHEREAS, California Government Code Section 65450 et seq. permits each city to adopt a specific plan for the systematic implementation of the general plan for individual areas covered by the general plan; and
WHEREAS, the Hospital Area Specific Plan (the “HASP”) was adopted by Resolution No. 7695 (CCS) of the City Council on September 27, 1988 to ensure harmonious development within the Hospital Area identified in the HASP; and WHEREAS, the HASP was adopted to be consistent with the Land Use and Circulation Elements (the “LUCE”) of the City’s 1984 General Plan and Zoning Map in effect at the time of adoption of the HASP; and
WHEREAS, the HASP was amended by Resolution No. 8617 (CCS) on June 29, 1993, and Resolution No. 9254 (CCS) on April 1, 1998 (collectively referenced herein as the “HASP Amendments”) to reflect the changes associated with the Saint John’s Health Center Development Agreement (the “Original Agreement”), dated June 9, 1998 2 of 15
and recorded in the Official Records of the County of Los Angeles, State of California on July 29, 1998 as Instrument No. 98-1311808 (the “Original Development Agreement”); and
WHEREAS, the Original Development Agreement contemplated new development and associated zoning changes within the HASP areas associated with Saint John’s Health Center; and
WHEREAS, in July 2010, the City adopted a new LUCE (“2010 LUCE”) and associated zoning changes Citywide, including the Hospital Area; and WHEREAS, the 2010 LUCE contemplates that future amendments to the HASP will occur to be consistent with 2010 LUCE and associated zoning code updates, as well as new development proposed by the Saint John’s Health Center; and WHEREAS, the Original Development Agreement provided vested rights for development of the Saint John’s Health Center in two phases (“Phase I” and “Phase II”, respectively), with Phase I being developed entirely on the North Campus of the Saint John’s Health Center properties (i.e., those properties north of Santa Monica Boulevard) and Phase II being developed on a portion of the North Campus and on the South Campus (i.e., those properties south of Santa Monica Boulevard) of the Saint John’s Health Center properties; and
WHEREAS, the Original Development Agreement provided a ten (10)-year vesting deadline for Phase I (“Phase I Vesting Deadline”) and a seventeen (17)-year vesting deadline for Phase II (“Original Phase II Vesting Deadline”), subject to the 3 of 15
provisions for the continuation of vested rights pursuant to Sections 3.8.2 and 3.8.3 of the Original Development Agreement; and
WHEREAS, the owner of Saint John’s Health Center (“Saint John’s”) and City executed 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 (the “First Amendment”). The First Amendment extended the Phase I Vesting Deadline, modified the obligation under the Original Development Agreement to construct the North Subterranean Parking Structure and Entry Plaza as part of Phase I, and allowed a modified Entry Plaza and parking program in-lieu of constructing the North Subterranean Parking Structure; and
WHEREAS, Saint John’s completed construction of Phase I in accordance with the Original Development Agreement and First Amendment; however, Saint John’s was unable to complete Phase II within the Original Phase II Vesting Deadline; and WHEREAS, Saint John’s and the City executed 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 (“Second Amendment”). The Second Amendment modified the terms of the Original Development Agreement, as amended by the First Amendment, with respect to Phase II as follows:
(1) Replacement of the Original Development Agreement’s requirement for City council approval of a South Campus Master Plan with a 4 of 15
requirement for City Council approval of the Phase II Master Plan to address Phase II development on both the North and South Campuses (“Phase II Master Plan”). (2) Establishment of the basic development parameters for the Phase II Master Plan.
(3) Provision that no Phase II Development Review Permits shall be issued for the development of any building or parcel contemplated in the Phase II Master Plan prior to City Council approval of the Phase II Master Plan. (4) Provision that Saint John’s and the City each agree and covenant to negotiate in good faith a third amendment to the Original Development Agreement, as amended, to extend the Original Phase II Vesting Deadline in consideration for the provision of additional community benefits.
(5) Confirmation that nothing in the Second Amendment constituted a confirmation or denial of Saint John’s vested rights under the Original Development Agreement, as modified by the First Amendment, it being understood and agreed to by the City and Saint John’s that the intent of the Second Amendment was solely to make a procedural change to implement the Original Development Agreement, as modified by the First Amendment, while preserving the substantive rights of Saint John’s and the City, respectively; and
WHEREAS, the comprehensive changes to the City’s Zoning Code in 2015 rendered the zoning map designations and zoning code references in the HASP obsolete; and
WHEREAS, the Saint John’s and the City have negotiated in good faith a third amendment to the Original Development Agreement, as amended, to extend the 5 of 15
Original Phase II Vesting Deadline in consideration for the provision of additional community benefits (the “Third Amendment”); and
WHEREAS, the Third Amendment contemplates the concurrent adoption of the Phase II Master Plan, which will act as the specific plan for Phase II development of the Saint John’s Health Center after the Third Amendment Effective Date and until the end of the Phase II Vesting Deadline; and
WHEREAS, the Phase II Master Plan is a comprehensive master plan that governs the Phase II portion of the Saint John’s Health Center Campus, including with respect to development, uses, circulation, parking, open space, and timing for implementation of the Phase II Master Plan; and
WHEREAS, after the Phase II Vesting Deadline, the Zoning Code then in effect shall apply to any development applications filed for the Saint John’s Health Center, except as otherwise expressly allowed in the Third Amendment; and WHEREAS, due to the fact that the HASP is now obsolete, the Phase II Master Plan is a focused specific plan for the Saint John’s Health Center, and the development standards for the remainder of the Hospital Area are now included in Chapter 9 of the Santa Monica Municipal Code, City staff is recommending amendments to the 2010 LUCE and repeal of the HASP; and
WHEREAS, the proposed Phase II Master Plan conforms to the requirements of Government Code sections 65450 et seq. as well as the requirements of Chapter 9.45 of the Santa Monica Municipal Code (General and Specific Plans); and WHEREAS, the City prepared and circulated for public review and comment a Draft Environmental Impact Report for the Phase II Master Plan (“Phase II DEIR”) 6 of 15
pursuant to the California Environmental Quality Act (“CEQA”) and designated SCH No. 2017041030; and
WHEREAS, on January 26, 2022, the City’s Planning Commission held a duly noticed public hearing on the Phase II Final Environmental Impact Report (“FEIR”), the Tentative Tract Map, the 2022 LUCE Amendment, the repeal of the HASP, the Third Amendment, the Phase II Master Plan, and the proposed street vacation of 21st Street, between Santa Monica Boulevard and Broadway, with conditions. At such hearing, the Planning Commission recommended that the City Council certify the Phase II FEIR and approve the 2022 LUCE Amendment, the repeal of the HASP, the Third Amendment with specified conditions, the Phase II Master Plan, the Tentative Tract Map, and the proposed conditional street vacation of 21st Street, between Santa Monica Boulevard and Broadway, with conditions; and
WHEREAS, on March 22, 2022, the City Council held a duly noticed public hearing on the Phase II FEIR, the Tentative Tract Map, the 2022 LUCE Amendment, the repeal of the HASP, the Third Amendment, the Phase II Master Plan, and the proposed street vacation of 21st Street, between Santa Monica Boulevard and Broadway, with conditions, and certified the FEIR and adopted a Statement of Overriding Considerations and Mitigation and Monitoring Plan; adopted the 2022 LUCE Amendment and repealed the HASP; approved the Third Amendment; and approved the initiation of proceedings for the street vacation of 21st Street, between Santa Monica Boulevard and Broadway, with conditions; approved the Phase II Master Plan; and approved the Tentative Tract Map; and
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WHEREAS, the proposed amendments to the LUCE and repeal of the HASP should only be effective concurrently with the “Third Amendment Effective Date,” as such term is defined in the Third Amendment; and
WHEREAS, the Phase II Master Plan should only be effective concurrently with the “Third Amendment Effective Date,” as such term is defined in the Third Amendment; and
WHEREAS, the proposed Third Amendment, which is attached hereto as Exhibit A to this ordinance, conforms to the requirements of Government Code sections 65450 et seq. as well as the requirement of Chapter 9.60 of the Santa Monica Municipal Code (Development Agreements); and
WHEREAS, the City Council, after consideration of all oral and written testimony presented at the duly noticed meeting of the City Council on March 22, 2022, made the following findings (collectively, “the Findings”):

1. The proposed Third Amendment, including all exhibits attached thereto, is consistent with the objectives, policies, general land uses and programs specified in the general plan and any applicable specific plan, in that Providence Saint John’s Health Center is a non-profit healthcare facility located in the Healthcare District Land Use Designation. The vision for this land use designation is to create a cohesive environment that supports the continued vitality of the City’s hospitals, responds to the evolving needs of the health care community, and improves the way health care facilities relate to surrounding residential and commercial areas. The Phase II Master Plan and Third Amendment is consistent with Land Use and Circulation Element (LUCE) Goal D28: Allow for the continued improvement of the Healthcare District and 8 of 15
the ongoing responsible expansion of the Saint John’s Health Center (St. John’s) and Santa Monica-UCLA Medical Center (SMUCLA). Specifically, the Phase II Master Plan and Third Amendment to the Development Agreement present a comprehensive Master Plan that addresses all development on the north and south campuses for a 17-year period and provides for substantive review of individual buildings closer to the time of construction in order to create the cohesive environment that supports the vitality of the health care district and also protects adjacent residential neighborhoods. The proposed Phase II Master Plan and Third Amendment to the Development Agreement is also consistent with LUCE Goal LU7: Support the continued vitality of the City’s hospitals to meet the healthcare needs of the City and the larger region, and implement strategies to reduce vehicle trips. Specifically, development standards in the Master Plan and the procedural requirements set forth in the Third Amendment to the Development Agreement ensure that a mix of medical research and hospital health care uses are vested (permitted) for a period of 17 years to allow phased implementation of health care facilities that are responsive to changing health care needs in the community.

Moreover, Saint John’s Health Center will be required to continue to implement a Transportation Demand Management (TDM) Program to reduce vehicle trips in the area and associated parking demand and the Master Plan includes pedestrian and bicycle enhancements to promote alternative modes of travel and better connections to public transit. Accordingly, the Phase II Master Plan is therefore consistent with LUCE Circulation Policy T19.2 which seeks appropriate TDM requirements for new development. Furthermore, the project is consistent with LUCE’s overall land use policies by providing community benefits for the area, including but not limited to, 9 of 15
affordable housing, mobility improvements, visitor accommodations, publicly-accessible open spaces, and programs to address the needs of vulnerable populations in the community.

2. The proposed Third Amendment, including all exhibits attached thereto, is compatible with the uses authorized in the district in which the real property is located in the Healthcare Mixed-Use (HMU) District and with the existing uses on site. The existing Health Center includes hospital, medical research and related medical uses; the Master Plan proposes the same mix of uses and includes visitor accommodations, a new childcare center, education and conference center uses, and medical office. These uses are all permitted uses in the HMU District.

3. The proposed Third Amendment, including all exhibits attached thereto, is in conformity with the public necessity, public convenience, general welfare, and good land use practices, in that the Master Plan allows for the redevelopment of certain components an existing Health Center campus and diversifies medical uses and services would benefit Santa Monica residents and the broader region. The project is consistent with the Land and Use Circulation Element vision for the area. The proposed Master Plan supports orderly, phased, and integrated development at the health care campus. Key components the Master Plan include a cohesive circulation and multimodal mobility strategy for vehicles, pedestrians, and bicycles; providing sufficient onsite parking; establishing development standards that address the specific needs of a health care campus; and requiring necessary utilities, publicly-accessible open space areas, and infrastructure to improve connections between the Health Center and the surrounding neighborhood. Moreover, the Master Plan and Third Amendment will 10 of 15
provide community benefits including affordable housing, publicly-accessible open space on the parcel, and monetary contributions that would support critical behavioral health initiatives and provide services to individuals who are homeless and other vulnerable populations.

4. The proposed Third Amendment, including all exhibits attached thereto, will not be detrimental to the health, safety and general welfare, in that the Master Plan would allow for the redevelopment of the Providence Saint John’s Health Center in a manner that is consistent with the LUCE vision for the area (the Healthcare District Land Use Designation). The proposed project will be located in an urbanized area and is consistent with other health care uses, include Saint John’s acute care and in-patient hospital on the north campus and does not have the potential to disrupt the urban environment or cause health or safety problems. The proposed Master Plan provides a minimum of 10 new residential units, with all 10 units being deed restricted affordable units, a new Child and Family Development Center, new medical research facilities, and ambulatory and acute care facilities. The project will feature critically-needed medical and research uses, and a variety publicly-accessible open spaces on the property. The project will also provide community benefits including the aforementioned deedrestricted affordable housing as well as a requirement to monetary grants and provide in-kind health services to support programs provide homelessness services and services for other vulnerable populations in the community.

5. The proposed Third Amendment, including all exhibits attached thereto, will not adversely affect the orderly development of the property, in that the proposed Phase II Master Plan and Third Amendment establishes a long-range, orderly, and 11 of 15
phased framework to redevelop and expand critically needed medical research and health care facilities to serve the community and as such is consistent with recognized urban design principles that reflect the goals and policies of the City of Santa Monica which were established through a long range planning process and are reflected in the Land Use and Circulation Element of the City’s General Plan. Further, the project will be subject to a construction mitigation plan that will be reviewed and approved prior issuance of a building permit for the project.

6. The proposed Third Amendment, including all exhibits attached thereto, will have a positive fiscal impact on the City in that the City will benefit from creating an orderly, phased, and comprehensive plan for buildout of the Phase II development program for Providence Saint John’s Health Center. The Master Plan will support orderly development of the site, predictable phasing of project construction, and secure negotiated community benefits that will preserve and expand community access to the high quality health care provided by Saint John’s; promote economic investment in Santa Monica through the creation of construction jobs and permanent high quality jobs in the health care industry; and attract investment in medical research and health care through the construction of new state-of-the-art facilities. It is estimated that the proposed Third Amendment to the Development Agreement would also provide significant community benefits through the provision of substantial funding for the City’s behavioral health initiatives and required funding to other non-profit organizations in the community who provide critically needed programs to provide social and health care services to vulnerable populations in the community; and 12 of 15
WHEREAS, the City Council has determined that a development agreement substantially in the form of the Third Amendment is appropriate for the proposed development of the Saint John’s Health Center; and
WHEREAS, the Third Amendment will (1) eliminate uncertainty in planning for the Project and result in the orderly development of the Saint John’s Health Center, (2) assure installation of necessary improvements, (3) provide for public infrastructure and services appropriate to development of the Saint John’s Health Center, (4) preserve substantial City discretion in reviewing the design of buildings constructed as part of the Phase II Master Plan, (5) secure for the City improvements that benefit the public, (6) ensure the provision of community benefits as envisioned in the LUCE, and (7) otherwise achieve the goals and purposes for which the Development Agreement Statutes were enacted; and
WHEREAS, the Third Amendment is consistent with the public health, safety, and welfare needs of the residents of the City and the surrounding region. The City has specifically considered and approved the impact and benefits of the Phase II Master Plan in accordance with the Third Amendment.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. The above recitals are true and correct, and incorporated herein by this reference.
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SECTION 2. The City Council hereby adopts the Findings, and recommends approval of the Third Amendment, attached hereto as Exhibit A and incorporated herein by this reference.

SECTION 3. Based upon Findings 1-6, the Third Amendment is hereby approved.

SECTION 4. Each and every term and condition of the Third Amendment shall be and is made a part of the Santa Monica Municipal Code and any appendices thereto. The City Council of the City of Santa Monica finds that public necessity, public convenience, and general welfare require that any provision of the Santa Monica Municipal Code or appendices thereto inconsistent with the provisions of the Third Amendment, to the extent of such inconsistencies and no further, be repealed or modified to the extent necessary to make fully effective the provisions of the Third Amendment.

SECTION 5. Any provision of the Santa Monica Municipal Code or appendices thereto, inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, are hereby repealed or modified to that extent necessary to effect the provisions of this Ordinance.

SECTION 6. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of any competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance, and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional. 14 of 15
SECTION 7. The Mayor shall sign and the City Clerk shall attest to the passage of this Ordinance. The City Clerk shall cause the same to be published once in the official newspaper within 15 days after its adoption. This Ordinance shall be effective 30 days from its adoption.

APPROVED AS TO FORM:
______________________________

JOSEPH LAWRENCE
Interim City Attorney
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EXHIBIT A

DEVELOPMENT AGREEMENT
[behind this page]
1 Recording Requested By:

City of Santa Monica
When Recorded Mail To:

City of Santa Monica
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, CA 90401
Attention: City Attorney
No Recording Fee Required
California Government Code Section 27383
Space Above Line For Recorder’s Use

THIRD AMENDMENT TO DEVELOPMENT AGREEMENT

BY AND BETWEEN

CITY OF SANTA MONICA
AND
PROVIDENCE HEALTH SYSTEM-SOUTHERN CALIFORNIA, A CALIFORNIA NONPROFIT RELIGIOUS CORPORATION, AS SOLE MEMBER OF PROVIDENCE SAINT JOHN’S HEALTH CENTER, A CALIFORNIA NON-PROFIT RELIGIOUS

CORPORATION
__________________, 2022

2 TABLE OF CONTENTS
RECITALS ..................................................................................................................................... 7 ARTICLE 1 DEFINITIONS ................................................................................................... 13 ARTICLE 1.5 PHASE II MASTER PLAN AND DEVELOPMENT AGREEMENT ............. 16

1.5.1 Phase II Master Plan ....................................................................................................16

1.5.2 Phase II Master Plan Adoption and Amendment .........................................................16

1.5.3 Original Development Agreement and First Amendment Terms and Conditions Deleted and Superseded as to Phase II Development Sites .......................16

1.5.4 Conflicts .......................................................................................................................17

1.5.5 Zoning Code Standards Superseded by Master Plan ...................................................17

1.5.6 Applicability of 2022 Zoning Code .............................................................................17 ARTICLE 2 DESCRIPTION OF PHASE II .......................................................................... 18

2.1 General Description of Phase II ...................................................................................18

2.2 Statement of Purpose ...................................................................................................18

2.3 Phase II Development Sites .........................................................................................18

2.4 Phase II Uses for Phase II Vested Development(s) .....................................................19

2.5 Phase II Vested Development Rights for Phase II Vested Development(s) ................20

2.6 Phase II Vesting Deadline ............................................................................................20

2.7 Outside Building Permit Issuance Dates......................................................................23

2.8 No Obligation to Develop Phase II ..............................................................................25

2.9 Damage or Destruction ................................................................................................25

2.10 Enhanced Transportation Demand Management .........................................................26

2.11 Open Space ..................................................................................................................26

2.12 Community Benefits ....................................................................................................29

2.13 Application Process for Phase II Buildings .................................................................29

2.14 Phase I and Phase II Parking ........................................................................................32

2.15 Access and Circulation ................................................................................................32

2.16 Removal of Surface Parking and Related Requirements .............................................32

2.17 Utility Easements .........................................................................................................33

2.18 Fire Access Easements .................................................................................................33

2.19 Water Neutrality During the Term of the Development Agreement ...........................33 3 2.20 Recycled Water Ordinance ..........................................................................................33

2.21 Urban Runoff Reduction ..............................................................................................34 ARTICLE 3 PHASE II FEES, EXACTIONS, MITIGATION MEASURES AND CONDITIONS ......................................................................................... 34

3.1 Phase II Fees, Exactions, Conditions and Mitigation Measures ..................................34

3.2 Conditions on Modifications........................................................................................35

3.3 Implementation of Mitigation Measures and Conditions of Approval ........................35

3.4 On-Site Affordable Fee Waivers and Reductions ........................................................36 ARTICLE 4 OSHPD .............................................................................................................. 36

4.1 Phase II OSHPD Regulations ......................................................................................36

4.2 Preemption ...................................................................................................................37

4.3 Phase II Technical City Permit for Phase II Hospital Buildings .................................38 ARTICLE 5 EFFECT OF THIRD AMENDMENT ON CITY LAWS
AND REGULATIONS ...................................................................................... 38

5.1 Development Standards for Phase II; Phase II Existing Regulations ..........................38

5.2 Permitted Phase II Subsequent Code Changes ............................................................39

5.3 Common Set of Phase II Existing Regulations ............................................................41

5.4 Conflicting Enactments ................................................................................................41

5.5 Timing of Development ...............................................................................................42 ARTICLE 6 ARCHITECTURAL REVIEW BOARD, SIGNAGE AND

LANDMARKS COMMISSION REVIEW FOR PHASE II

DEVELOPMENT SITES PROCEEDING WITHIN THE PHASE II
VESTING DEADLINE ESTABLISHED BY SECTION 2.6 OF
THIS THIRD AMENDMENT .......................................................................... 42

6.1 Architectural Review Board Approval ........................................................................42

6.2 Phase II Signage ...........................................................................................................42

6.3 Landmarks Commission Review .................................................................................43

6.4 Concurrent Processing of Foundation Only Permit .....................................................43

6.5 Sections in Effect Prior to the Phase II Vesting Deadline ...........................................43 ARTICLE 7 PHASE II TECHNICAL PERMITS .................................................................. 43

7.1 Definitions....................................................................................................................43

7.2 Diligent Action by City ................................................................................................44

7.3 Conditions for Diligent Action by the City ..................................................................44 4 7.4 Duration of Phase II Technical City Permits ...............................................................45 ARTICLE 8 AMENDMENT AND MODIFICATION OF
DEVELOPMENT AGREEMENT .................................................................... 46

8.1 Amendment and Modification .....................................................................................46

8.2 Minor Modifications ....................................................................................................46

8.3 Major Modifications ....................................................................................................46 ARTICLE 9 TERM OF DEVELOPMENT AGREEMENT .................................................. 47

9.1 Third Amendment Effective Date ................................................................................47

9.2 Term .............................................................................................................................47 ARTICLE 10 PERIODIC REVIEW OF COMPLIANCE ....................................................... 47

10.1 City Review .................................................................................................................47

10.2 Evidence of Good Faith Compliance ...........................................................................48

10.3 Information to be Provided to Saint John’s .................................................................48

10.4 Notice of Breach; Cure Rights .....................................................................................48

10.5 Failure of Periodic Review ..........................................................................................48

10.6 Termination of Development Agreement ....................................................................48

10.7 City Cost Recovery ......................................................................................................48 ARTICLE 11 DEFAULT ......................................................................................................... 49

11.1 Notice and Cure ...........................................................................................................49

11.2 Remedies for Monetary Default ...................................................................................49

11.3 Remedies for Non-Monetary Default ..........................................................................50

11.4 Modification or Termination of Agreement by City ....................................................52

11.5 Cessation of Rights and Obligations ............................................................................52

11.6 Completion of Improvements ......................................................................................53 ARTICLE 12 MORTGAGEES ................................................................................................ 53

12.1 Encumbrances on the Campus Property ......................................................................53 ARTICLE 13 TRANSFERS AND ASSIGNMENTS .............................................................. 55

13.1 Transfers and Assignments ..........................................................................................55

13.2 Release Upon Transfer .................................................................................................55 ARTICLE 14 INDEMNITY TO CITY .................................................................................... 56

14.1 Indemnity .....................................................................................................................56 5 14.2 City’s Right to Defense ................................................................................................56 ARTICLE 15 GENERAL PROVISIONS ................................................................................ 57

15.1 Notices .........................................................................................................................57

15.2 Entire Development Agreement; Conflicts ..................................................................58

15.3 Binding Effect ..............................................................................................................58

15.4 Development Agreement Not for Benefit of Third Parties ..........................................58

15.5 No Partnership or Joint Venture ..................................................................................58

15.6 Estoppel Certificates ....................................................................................................59

15.7 Time .............................................................................................................................59

15.8 Excusable Delays .........................................................................................................59

15.9 Governing Law ............................................................................................................60

15.10 Cooperation in Event of Legal Challenge to Development Agreement ......................60

15.11 Attorneys’ Fees ............................................................................................................60

15.12 Recordation ..................................................................................................................61

15.13 No Waiver ....................................................................................................................61

15.14 Construction of this Development Agreement ............................................................61

15.15 Other Governmental Approvals ...................................................................................61

15.16 Jurisdiction and Venue .................................................................................................63

15.17 Exhibits ........................................................................................................................63

15.18 Counterpart Signatures .................................................................................................63

15.19 Certificate of Performance ...........................................................................................63

15.20 Interests of Saint John’s ...............................................................................................64

15.21 Operating Memoranda .................................................................................................64

15.22 Acknowledgments, Agreements and Assurance on the Part of Saint John’s ..............64

15.23 Not a Public Dedication ...............................................................................................65

15.24 Other Agreements ........................................................................................................65

15.25 Severability and Termination .......................................................................................65

15.26 Community Development Director Approval .............................................................65 6 EXHIBITS
Exhibit “N” Campus Property Legal Description
Exhibit “O” 2022 Zoning Code
Exhibit “P” Phase II Development Sites
Exhibit “Q” Phase II Master Plan Standards
Exhibit “R-1” Community Benefits (amended and restated) Exhibit “R-2” Transportation Demand Management Plan Upon Phase II Implementation
Exhibit “R-3” Phase II Publicly-Accessible Open Space Regulations Exhibit “R-4” 24/7 Pedestrian Connections Regulations
Exhibit “R-5” Local Hiring as to Construction
Exhibit “R-6” Local Hiring as to Permanent Employees for Neighborhood Commercial Uses
Exhibit “S” Phase II Mitigation Measures and Project Design Features Exhibit “T” Form of Assignment and Assumption Agreement Exhibit “U” Phase II Parking Management Plan
Exhibit “V” Anticipated Lot Tie Agreements Diagram

7 THIRD AMENDMENT TO DEVELOPMENT AGREEMENT
This Third Amendment to Development Agreement (“Third Amendment”), dated ____________, 2022, is entered into by and between PROVIDENCE HEALTH SYSTEMSOUTHERN 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 (“Saint John's”), and THE CITY OF SANTA MONICA, a municipal corporation organized and existing pursuant to the laws of the State of California and the Charter of the City of Santa Monica (“City”). The Original Development Agreement (defined below in Recital “D”), as amended by the First Amendment (defined below in Recital “F”), Second Amendment (defined below in Recital “I”) and Third Amendment, shall be referenced collectively hereinafter as the “Development Agreement.” This Third Amendment is entered into by the Parties with reference to the following facts:

RECITALS
A. Pursuant to California Government Code Section 65864 et seq., and Chapter 9.60 of the 2022 Municipal Code, (collectively, the “Development Agreement Statutes”), the City is authorized to enter into binding development agreements with persons or entities having a legal or equitable interest in real property for the development of such real property.

B. Providence is the owner of land located in the City of Santa Monica, State of California, as more particularly described in Exhibit “N” to this Third Amendment (“Campus Property”). The Campus Property includes land located north of Santa Monica Boulevard (“North Campus”) and land located south of Santa Monica Boulevard (“South Campus”). The lots identified as Parcel 7 and Parcel 17 in Exhibit “N” (the “North Campus Ground Lease Lots”) are subject to a leasehold interest created by that certain ground lease dated November 19, 1975 (as the same has been amended and assigned, the “North Campus Ground Lease”) entered into by and between Saint John’s Hospital and Health Center, a California corporation, as ground lessor (the predecessor in interest to Providence) and Medical Associates, a California limited partnership, as ground lessee. The lot identified as Parcel 18 in Exhibit “N” (the “South Campus Ground Lease Lot”) is subject to a leasehold interest created by that certain Second Amended and Restated Ground Lease dated January 1, 2011 (as the same has been amended and assigned, the “South Campus Ground Lease”) entered into by and between Sisters of Charity of Leavenworth Health System, Inc., a Kansas nonprofit corporation, as landlord (the predecessor in interest to Providence), and HC Santa Monica Partners I, LLC, a Wisconsin limited liability company as tenant.

C. The existing health center located on the Campus Property and owned by Saint John’s has been providing health care and related community services in Santa Monica and surrounding communities since 1942.

D. The Sisters of Charity of Leavenworth Health Services Corporation, a Kansas non-profit corporation (“SCLHSC”), as sole and corporate member of Saint John’s, and City 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 (the “Original Development Agreement”).
8 E. The Original Development Agreement provided vested rights for development of the Campus Property in two phases (“Phase I” and “Phase II”, respectively), with Phase I being developed entirely on the North Campus (i.e., north of Santa Monica Boulevard) and Phase II being developed on a portion of the North Campus and on the South Campus (i.e., south of Santa Monica Boulevard). The Original Development Agreement provided a ten (10)-year vesting deadline for Phase I (“Phase I Vesting Deadline”) and a seventeen (17)-year vesting deadline for Phase II (“Original Phase II Vesting Deadline”), subject to the provisions for the continuation of vested rights pursuant to Original Development Agreement Sections 3.8.2 and

3.8.3 and any extension approved by the Planning Commission, or the City Council on appeal, to extend the Original Phase II Vesting Deadline for the South Campus.

F. SCLHSC and City executed 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 (the “First Amendment”). The First Amendment extended the Phase I Vesting Deadline, modified SCLHSC’s obligation under the Original Development Agreement to construct the North Subterranean Parking Structure and Entry Plaza as part of Phase I, and allowed a modified Entry Plaza and parking program in-lieu of constructing the North Subterranean Parking Structure.

G. Since approval of the First Amendment, Saint John’s has completed construction of Phase I in accordance with the Original Development Agreement and First Amendment.

H. SCLHSC was replaced by Providence as the sole corporate member for Saint John’s in 2014.

I. Providence and the City executed 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 (“Second Amendment”). The Second Amendment modified the terms of the Original Development Agreement, as amended by the First Amendment, with respect to Phase II as follows:

I(1) Replacement of the Original Development Agreement’s requirement for Planning Commission approval of a South Campus Master Plan with a requirement for City Council approval of the Phase II Master Plan to address Phase II development on both the North and South Campuses (“Phase II Master Plan”).

I(2) Establishment of the basic development parameters for the Phase II Master Plan.

I(3) Provision that no Phase II Development Review Permits shall be issued for the development of any building or parcel contemplated in the Phase II Master Plan prior to City Council approval of the Phase II Master Plan.

I(4) Provision that Saint John’s and the City each agree and covenant to negotiate in good faith a third amendment to the Original Development Agreement, as amended, 9 to extend the Original Phase II Vesting Deadline in consideration for the provision of additional community benefits.

I(5) Confirmation that nothing in the Second Amendment constituted a confirmation or denial of Saint John’s vested rights under the Original Development Agreement, as modified by the First Amendment, it being understood and agreed to by the City and Saint John’s that the intent of the Second Amendment was solely to make a procedural change to implement the Original Development Agreement, as modified by the First Amendment, while preserving the substantive rights of Saint John’s and the City, respectively.

J. City and Saint John’s desire to execute the Third Amendment to implement the procedural changes authorized by the Second Amendment; extend the Original Phase II Vesting Deadline; and reduce the total square footage below that originally envisioned for Phase II and below that allowed by the 2022 Zoning Code applicable to the Phase II Development Sites in order to implement shared City and Saint John’s planning principles for Phase II including with respect to placemaking, enhanced open spaces, functional zoning, increasing porosity and connectivity, mobility and varied building heights; and provide additional community benefits.

K. With respect to Phase II, the Principal Purpose (set forth in Recital O of the Original Development Agreement) to provide an integrated health delivery system that offers a full continuum of care (including traditional health services as well as extended services which focus on outpatient care, prevention and community health education) to people who reside or work in Santa Monica and surrounding communities continues to apply.

L. In total, the following applications for Phase II have been filed (collectively the “Phase II Development Applications”):

L(1) Phase II Master Plan application (15ENT-0068),
L(2) Amendment to the Original Development Agreement (as amended by the First Amendment and the Second Amendment) (15ENT-0212), L(3) A Tentative Tract Map for certain properties on the Saint John’s Campus Property (19ENT-0206) (the “Tentative Tract Map”),
L(4) A Street Vacation application to vacate the northern portion of 21st Street between Broadway and Santa Monica Boulevard in accordance with the Phase II Master Plan (19PWMISC-0080) (the “Street Vacation Application”),
L(5) Eight (8) Development Review Permit applications for Phase II Buildings (15ENT-0203 through 15ENT-0210) that remain pending, but will be deemed withdrawn upon the Third Amendment Effective Date; Saint John’s plans to resubmit new Development Review Permit applications at a later date in accordance with the terms of this Third Amendment, L(6) A Reduced Parking Permit application (15ENT-0211) which will be deemed withdrawn upon the Third Amendment Effective Date because parking is addressed in this Third Amendment and the Phase II Master Plan,
10 L(7) A Child Care Implementation Plan, which has been incorporated into and replaced with Exhibit “R-1” of this Third Amendment,
L(8) An Amended Santa Monica Community Access Plan (“SMCAP”), components of which have been incorporated into and replaced with Exhibit “R-1” of this Third Amendment,

L(9) An application to amend the 1998 Hospital Area Specific Plan, which was automatically withdrawn after the Hospital Area Specific Plan was repealed, and L(10) An application to amend the City’s Land Use and Circulation Element (18ENT-0307) (“2022 LUCE Amendment”) to document that the 1998 Hospital Area Specific Plan was repealed and is no longer planned for update during the LUCE time horizon.

M. The City and Saint John’s acknowledge and agree that (a) Saint John’s retained a child care consultant with expertise in employer-related child care to conduct a study of projected child care needs generated by anticipated Phase II facilities and uses and to develop recommendations on the best facility and program design for the Phase II child care program (“Child Care Needs Assessment for Phase II”); (b) City staff reviewed the consultant and study methodology prior to initiation of the study; (c) the Child Care Needs Assessment for Phase II was reviewed by City staff and modified in accordance with staff’s comments; and (d) the results of the Child Care Needs Assessment for Phase II informed the Phase II child care program requirements described in Exhibit “R-1”.

N. Saint John’s has paid all necessary costs and fees associated with the City’s processing of the Phase II Development Applications and this Third Amendment.

O. The City’s Land Use and Circulation Element (“2022 LUCE”), as amended by the 2022 LUCE Amendment, includes the following provisions that are relevant to Saint John’s and the Campus Property:

O(1) The 2022 LUCE, as amended by the 2022 LUCE Amendment, acknowledges that “Phase II anticipates the development of a state-of-the-art medical campus with 799,000 square feet of space.” (p. A-16)
O(2) 2022 LUCE, as amended by the 2022 LUCE Amendment, Goal E10 provides: “Support the responsible expansion of the City’s existing hospitals and their ancillary support facilities that are requisite to their missions of serving the community.” (p. 3.4-22) O(3) 2022 LUCE, as amended by the 2022 LUCE Amendment, Policy D28.1 is to “[a]ccommodate the continued operation and planned responsible expansion of [Saint] John’s and SM-UCLA, and associated medical office uses.” (p. 2.6-49) O(4) 2022 LUCE, as amended by the 2022 LUCE Amendment, Policy E10.1 states: “Support the responsible expansion of Saint John’s Health Center and Santa MonicaUCLA Medical Center in the Healthcare District.” (p. 3.4-22) 11 O(5) 2022 LUCE, as amended by the 2022 LUCE Amendment, page 2.6-48 indicates that Saint John’s is specifically “encouraged to expand across Santa Monica Boulevard toward Broadway.”
O(6) 2022 LUCE, as amended by the 2022 LUCE Amendment, Policy D28.8 is to “[e]ncourage the development of a comfortable, landscaped pedestrian environment including plaza and usable landscaped open spaces with all major renovations to hospital facilities.” (p.

2.6-49)
O(7) 2022 LUCE, as amended by the 2022 LUCE Amendment, Policy D29.2 is to “[l]ocate parking facilities facing Santa Monica Boulevard or Wilshire underground or provide active uses on the ground floor and screen the upper floors of above-grade structures.” (p. 2.6- 50)
O(8) 2022 LUCE, as amended by the 2022 LUCE Amendment, Policy D29.5 “encourage[s] the development of an enhanced pedestrian realm with improved sidewalks, landscaping and pedestrian amenities.” (p. 2.6-50)
O(9) 2022 LUCE, as amended by the 2022 LUCE Amendment, Policy D28.9 is to “provide appropriate transitions and buffers between new hospital facilities and the existing residential neighborhoods.” (p. 2.6-49)
P. Following the filing of the Phase II Development Applications, the City prepared and circulated for public review and comment a Draft Environmental Impact Report (“Phase II DEIR”) pursuant to the California Environmental Quality Act (“CEQA”) and designated SCH No. 2017041030. Following close of the comment period, the City prepared a Final Environmental Impact Report pursuant to CEQA (“Phase II FEIR”).

Q. This Third Amendment provides vested rights for a total of 681,900 square feet of above- and below-grade floor area distributed amongst the Phase II Development Sites and a minimum of ten (10) replacement multi-family apartment units to replace the existing ten (10) vacant apartment units on the South Campus. This is 117,100 square feet less than the 799,000 square feet of originally envisioned floor area included in the Original Development Agreement.

R. Phase II will be developed in multiple stages over an extended period of time as provided in Section 2.6 and the Phase II Master Plan. The phased implementation of Phase II is essential in order to allow Saint John’s to provide critical hospital, health care and related services without interruption while its new Phase II facilities are being constructed, provide sufficient parking to meet its peak parking demand during Phase II build-out, address evolving healthcare delivery methods and economic cycles, and raise the funds necessary to carry-out Phase II.

S. The City Council has determined that the public interest is best served by this Third Amendment. This Third Amendment shall (1) eliminate uncertainty in planning for, and secure orderly development of, Phase II, (2) assure installation of necessary improvements, (3) provide for public infrastructure and services appropriate to development of Phase II, (4) preserve City discretion in reviewing subsequent development of the Campus Property, (5) 12 secure for the City improvements that benefit the public, and (6) otherwise achieve the goals and purposes for which the Development Agreement Statutes were enacted.

T. This Third Amendment is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region. The City has specifically considered and approved the impacts and benefits of the development of Phase II on the Campus Property in accordance with this Third Amendment. Phase II will provide a number of significant project features and community benefits as set forth in Exhibit “R-1”.

U. The development assurances provided by this Third Amendment and the resulting construction of the planned facilities in Phase II will allow Saint John’s to continue to provide high quality health care. Phase II will allow the integration of interrelated medical and health care functions resulting in increased efficiency in the delivery of health care services. Phase II will also allow Saint John’s to continue providing community programs and community services.

The continuation and expansion of quality health care services and facilities is a significant public benefit.

V. Saint John’s has historically provided various charitable health care and related benefits to the community of Santa Monica, as its core service area, and will continue providing charitable health care and related benefits pursuant to Exhibit “R-1” of this Third Amendment.

W. The City Council has found that the provisions of the Third Amendment are consistent with the relevant provisions of the City’s 2022 General Plan, including the 2022 LUCE, as amended by the 2022 LUCE Amendment.

X. On January 26, 2022, the City’s Planning Commission held a duly noticed public hearing on the Phase II FEIR, the Tentative Tract Map, the 2022 LUCE Amendment, the repeal of the HASP, this Third Amendment, and the Phase II Master Plan. At such hearing, the Planning Commission recommended that the City Council certify the Phase II FEIR and approve the 2022 LUCE Amendment, the repeal of the HASP, this Third Amendment, the Phase II Master Plan, and the Tentative Tract Map.

Y. On March 22, 2022, the City Council held a duly noticed public hearing on the Phase II FEIR, the Tentative Tract Map, the 2022 LUCE Amendment, the repeal of the HASP, this Third Amendment, the Phase II Master Plan, and the Street Vacation Application. At such hearing, the City Council took the following actions:

Y(1) Certified the Phase II FEIR (Resolution No. _______); Y(2) Adopted a Statement of Overriding Considerations and Mitigation and Monitoring Plan (Resolution No. _______);
Y(3) Adopted Resolution No. _______ amending the 2022 LUCE and repealing the Hospital Area Specific Plan;
Y(4) Introduced Ordinance No. _______ for first reading approving this Third Amendment;
13 Y(5) Adopted Resolution No. _______ conditionally approving the Street Vacation;
Y(6) Approved the Phase II Master Plan (Resolution No. _______); and Y(7) Approved the Tentative Tract Map.

Z. On March 22, 2022, the City Council adopted Ordinance No. ________ approving this Third Amendment and adopted Resolution No. _______ stating the City Council’s intent to conditionally vacate of a portion of 21st Street between Santa Monica Boulevard and Broadway subject to the satisfaction of specified conditions therein.

AA. On ______, 2022, the City Council adopted Resolution No. ________ conditionally vacating a portion of 21st Street between Santa Monica Boulevard and Broadway subject to the satisfaction of specified conditions therein.

NOW THEREFORE, in consideration for the covenants and conditions hereinafter set forth, the parties hereto do hereby agree as follows:

ARTICLE 1

DEFINITIONS
Capitalized terms not defined below shall have the meanings set forth in 2022 Zoning Code or the Phase II Master Plan. The terms defined below, whether capitalized or not, have the meanings in this Third Amendment as set forth below unless this Third Amendment expressly requires otherwise:

1.1 “2022 General Plan” means the General Plan of the City of Santa Monica, and all elements thereof including the 2022 LUCE, as amended by 2022 LUCE Amendment, as of the Third Amendment Effective Date unless otherwise indicated in this Third Amendment.

1.2 “2022 SMMC” and “2022 Municipal Code” mean the Santa Monica Municipal Code, including the 2022 Zoning Code in effect on the Third Amendment Effective Date unless specifically stated to refer to the Santa Monica Municipal Code as it may be in effect at some other time.

1.3 “2022 Zoning Code” means the City of Santa Monica Comprehensive Land Use and Zoning Ordinance and Land Use and Zoning Related Provisions (2022 SMMC Chapters

9.01 to 9.68) in effect on the Third Amendment Effective Date, set forth in its entirety as Exhibit “O” to this Third Amendment.

1.4 “Administrative Approval” means an administrative review and assessment of the proposed development project in light of explicit standards contained in this Third Amendment, the Phase II Master Plan, and the 2022 Zoning Code (as modified by this Third Amendment) which have been designed to ensure that the completed project will be in harmony with existing or potential development in the surrounding area, consistent with the goals, 14 objectives and policies of the 2022 General Plan in force and effect as of the Third Amendment Effective Date.

1.5 “ARB” means the City’s Architectural Review Board.

1.6 “Campus Property” has the same meaning defined in Recital B of this Third Amendment and Exhibit “N” of this Third Amendment.

1.7 “CEQA” means the California Environmental Quality Act (California Public Resources Code Sections 21000, et seq.).

1.8 “City Council” means the City Council of the City of Santa Monica, or its designee.

1.9 “Community Development Director” means the Director of the City’s Department of Community Development or his or her designee.

1.10 “Default” means any event that with notice or passage of time, or both, would constitute an Event of Monetary Default or Event of Non-Monetary Default (as defined in Article 11, herein). This definition supersedes the definition contained in Section 14.1.1 of the Original Development Agreement.

1.11 “Development Review Permit” has the same meaning as this same term in 2022 SMMC Section 9.40.010, except as modified by this Third Amendment. With respect to Phase II, this definition supersedes and replaces the definition contained in Section 3.2.1 of the Original Development Agreement.

1.12 “Discretionary Approval(s)” are actions which require the exercise of judgment or a discretionary decision, and which contemplate and authorize the imposition of revisions or additional conditions, by the City, including any board, commission, or department of the City and any officer or employee of the City. Discretionary Approvals do not include Administrative Approvals or Ministerial Approvals.

1.13 “Third Amendment Effective Date” has the meaning set forth in Section 9.1 of this Third Amendment.

1.14 “Employee” means any person employed full or part-time by a person(s), firm, business, educational institution, nonprofit agency or corporation, government agency or other entity. This term excludes the following: temporary employees, field construction workers, independent contractors, volunteers, seasonal employees and field personnel.

1.15 "Floor Area" has the meaning as defined in 2022 SMMC Section 9.04.080. With respect to Phase II, this definition supersedes and replaces the definition contained in Section

1.4.7 of the Original Development Agreement.

1.16 “Including” means “including, but not limited to.” 15 1.17 “Life of the Phase II Building” shall mean a period commencing on the date the final Certificate of Occupancy is issued for each Phase II Building and ending on the date the Phase II Building is damaged or destroyed and cannot be rebuilt in accordance with the development standards permitted in this Development Agreement and the Phase II Master Plan, in which event the Life of the Phase II Building shall be deemed to have ended as of the date of such damage or destruction.

1.18 “Ministerial Approval(s)” mean any action which merely requires the City (including any board, commission, or department of the City and any officer or employee of the City), in the process of approving or disapproving a permit or other entitlement, to determine whether there has been compliance with applicable statutes, ordinances, regulations, or conditions of approval. Without limiting the generality of the foregoing, the exercise of duties and/or professional judgment by any City official referenced in 2022 SMMC Article 7 (Public Works), as amended from time to time, including, without limitation, the City Engineer, constitutes a ministerial approval.

1.19 “OSHPD” means California’s Office of Statewide Health Planning and Development.

1.20 “Parties” mean both the City and Saint John’s and “Party” means either the City or Saint John’s, as applicable.

1.21 “Phase II” means the Phase II Buildings and infrastructure improvements.

1.22 “Phase II Average Natural Grade” or “Phase II ANG” means the average natural grade as established for each Phase II Development Site. The Phase II ANGs included in the Phase II Master Plan Standards in Exhibit “Q” supersede and replace the 2022 Zoning Code’s calculation for Phase II in 2022 SMMC Section 9.04.050(A)(1) and shall be utilized for the determination of building height for Phase II Vested Development(s).

1.23 “Phase II Building” refers to any building constructed on a Phase II Development Site as part of Phase II.

1.24 “Phase II Development Sites” means the areas identified as Phase II Development Sites in Exhibit “P”.

1.25 “Phase II Hospital Building” means “hospital building” as defined in California Health and Safety Code Section 129725 and Section 7-111 of Part 1, Chapter 7 of Title 24 of the California Code of Regulations.

1.26 “Phase II Master Plan Standards” means those certain development standards contained in certain sections of the Phase II Master Plan listed in Exhibit “Q” attached.

1.27 “Phase II Vested Development(s)” means Phase II buildings and/or improvements whereby the Planning Application(s) is filed on or before the Phase II Vesting Deadline (as it may be extended) in accordance with Third Amendment Section 2.6.1. After 16 approval of the Phase II Planning Application(s) for such buildings and/or improvements, “Phase II Vested Development(s)” means the building permit is secured prior to the Outside Building Permit Issuance Date (as it may be extended) in accordance with Third Amendment Sections

2.7.1 and 2.7.2. After issuance of the building permit(s) for such buildings and/or improvements, “Phase II Vested Development(s)” means construction of the Phase II buildings and improvements in accordance with Third Amendment Section 2.7.4.

1.28 “Term” has the meaning set forth in Section 9.2 of this Third Amendment.

ARTICLE 1.5

PHASE II MASTER PLAN AND DEVELOPMENT AGREEMENT

1.5.1 Phase II Master Plan. The Phase II Master Plan establishes the basic parameters for Phase II Vested Development(s), including, without limitation: (a) building placement, (b) building height for all buildings, (c) Floor Area for all buildings, (d) setbacks for all buildings, (e) step backs for all buildings, (f) parking (both subterranean and above-grade), (g) location of uses, (h) vehicular, bicycle and pedestrian circulation, and (i) open space. The Phase II Master Plan also designates the existing buildings and existing parking lots that shall be subject to demolition and removal in order to allow for the development of the new Phase II Buildings and improvements. Except as provided in Section 2.14.2 of this Third Amendment with respect to parking, the Phase II Master Plan shall not apply to any development that does not qualify as a Phase II Vested Development.

1.5.2 Phase II Master Plan Adoption and Amendment. The Phase II Master Plan Standards (Exhibit “Q”) shall be adopted by ordinance as part of this Third Amendment.

Except for the Phase II Master Plan Standards, the Phase II Master Plan shall be adopted by the City Council by resolution. Any proposed amendments to the Phase II Master Plan Standards (Exhibit “Q”) shall be considered as a proposed amendment to the Development Agreement except to the extent that such proposed amendment qualifies as a Minor Modification in Section

8.2 of this Third Amendment. All other proposed amendments to the Phase II Master Plan shall (a) not require an amendment to the Development Agreement and (b) be amended by City Council resolution. In order to initiate an amendment to the Phase II Master Plan other than an amendment to the Phase II Master Plan Standards or a Minor Modification, Saint John’s shall file a letter application with the Community Development Department.

1.5.3 Original Development Agreement and First Amendment Terms and Conditions Deleted and Superseded as to Phase II Development Sites. The Original Development Agreement and First Amendment shall remain in effect as to Phase I development identified in the Original Development Agreement, except as expressly modified by this Third Amendment or as necessary to implement the Phase II Master Plan. The portions of the Original Development Agreement and First Amendment that set forth the respective rights and obligations of the Parties with respect to Phase II are superseded entirely by the terms and conditions of this Third Amendment. It is the intent of the Parties to construe and interpret this Third Amendment as: (i) implementing the Second Amendment; (ii) constituting the amendment and restatement of the Development Agreement as to all development on Phase II Development Sites (Exhibit “P”); and (iii) constituting the amendment and restatement of all on-going Community Benefits 17 (Exhibit “R-1”) for Phase I and Phase II, and (iv) constituting the amendment of certain general provisions of the Original Development Agreement and First Amendment as described further in this Third Amendment.

1.5.4 Conflicts. If there is a conflict or inconsistency between (a) this Third Amendment and (b) the Original Development Agreement, First Amendment and/or Second Amendment, this Third Amendment shall prevail. If there is a conflict or inconsistency between the text of this Third Amendment and the Phase II Master Plan Standards (Exhibit “Q”), the Phase II Master Plan Standards (Exhibit “Q”) shall prevail; provided, however, that omissions in the Phase II Master Plan Standards (Exhibit “Q”) shall not constitute a conflict or inconsistency with the text of this Third Amendment.

1.5.5 Zoning Code Standards Superseded by Master Plan. Except as explicitly stated otherwise in Section 2.6.2 of this Third Amendment, the Phase II Master Plan Standards (Exhibit “Q”) shall govern Phase II Vested Development(s) and supersede the applicable development standards in the 2022 Zoning Code (or future code, as applicable), including but not limited to the following:
(a) All land use regulations and development standards for the Healthcare Mixed-Use District (in 2022 SMMC Chapter 9.13) and Mixed-Use Boulevard Low District (in 2022 SMMC Chapter 9.11);
(b) The definition of Average Natural Grade in 2022 SMMC Section

9.04.050;
(c) All general site regulations in 2022 SMMC Chapter 9.21, including but not limited to (i) permitted projections above Phase II height limits in 2022 SMMC Section

9.21.060, (ii) permitted projections into required setbacks in 2022 SMMC Section 9.21.110, (iii) regulations on unexcavated yards in 2022 SMMC Section 9.21.190, and (iv) resource recovery and recycling standards in 2022 SMMC Section 9.21.130;
(d) The community benefits requirements in 2022 SMMC Chapter 9.23; (e) The parking, loading and circulation standards in 2022 SMMC Chapter

9.28; and
(f) The standards for Child Care and Early Education Facilities in 2022 SMMC Section 9.31.120.

1.5.6 Applicability of 2022 Zoning Code. Except as provided in this Third Amendment and the Phase II Master Plan, the 2022 SMMC shall govern Phase II Vested Development(s). 18 ARTICLE 2

DESCRIPTION OF PHASE II

2.1 General Description of Phase II.

Phase II consists of the proposed future Phase II Buildings, improvements and infrastructure identified in the Phase II Master Plan Standards (Exhibit “Q”) and this Third Amendment for Phase II Vested Development(s). The Phase II Development Sites are depicted in Exhibit “P” (“Phase II Development Sites”).

2.2 Statement of Purpose.

The purpose of this Third Amendment is to provide Saint John’s with vested rights to implement its Phase II Master Plan for Phase II Vested Development(s) by developing specific health care-related uses and related support functions with sufficient Floor Area, floor plates and building height for such uses, in consideration for Saint John’s undertaking an extensive master planning process with the City to address circulation, open space, building height/density, and parking in a comprehensive manner and Saint John’s provision of Community Benefits (Exhibit “R-1”), while preserving City discretion in its future review of applications for Phase II Buildings, subject to the limitations on such discretion contained in this Third Amendment and the Phase II Master Plan. All Phase II uses must be operated as integral parts of Saint John’s health care campus except for replacement Phase II Multifamily Housing, Phase II Neighborhood Commercial Uses, Phase II Health-Related Services and Phase II Restaurants as such uses are defined in the Phase II Master Plan Standards (Exhibit “Q”).

2.3 Phase II Development Sites.

2.3.1 The City acknowledges that portions of the Campus Property are covered by Tentative Tract Map Application No. 19ENT-0206. Prior to issuance of a building permit for the first Phase II Building and within the time limits of the Subdivision Map Act (California Government Code Sections 66410, et seq.), Saint John’s shall obtain a final tract map delineating the Phase II Development Sites consistent with the Tentative Tract Map. The City shall approve a final subdivision map for the Campus Property, or any portion thereof, if it is in compliance with (A) the California Subdivision Map Act then in effect, (B) the City’s Subdivision Ordinance then in effect so long as the City’s Subdivision Ordinance does not conflict with the mandatory provisions of the California Subdivision Map Act, and (C) the terms of this Third Amendment.

After the final tract map has been approved by the City Council and recorded with the Los Angeles County Recorder’s Office, the relevant portions of the final tract map’s legal description shall replace the relevant portions of the legal description for the Campus Property in Exhibit “N” of this Third Amendment and Exhibit “A” of the Original Development Agreement and no amendment to the Development Agreement, including this Third Amendment, shall be required.

Upon recordation of the final tract map, City agrees that (a) the legal description approved by the final tract map shall replace the relevant portions of the legal description included in the Certificate of Compliance dated November 14, 2013 and recorded in the County Recorder’s Office on November 25, 2013 as Document No. 20131979102 and (b) the City shall work with Saint John’s to promptly terminate the five 2013 Agreements To Hold Parcels As A Single 19 Building Site recorded in the County Recorder’s Office on December 9, 2013 as Documents No. 20131736422, 20131736423, 20131736424, 20131736425, and 20131736426.

2.3.2 Prior to issuance of a building permit for a Phase II Building that is to be constructed on more than one parcel, an Agreement(s) To Hold Parcels As A Single Building Site or equivalent shall be required pursuant to 2022 SMMC Section 9.21.030 or any successor thereto, and shall be recorded in the County Recorder’s Office. Based upon implementation of the Phase II Master Plan, Agreement(s) To Hold Parcels As A Single Building Site or equivalent are anticipated to be utilized as shown in Exhibit “V,” which is attached for illustrative purposes only.

2.3.3 For the avoidance of doubt and as documented in the legal description set forth in Exhibit “N”, the building and improvements that are situated on the North Campus Ground Lease Lots and the building and improvements that are situated on the South Campus Ground Lease Lot are not subject to this Development Agreement.

2.4 Phase II Uses for Phase II Vested Development(s).

2.4.1 Vested Uses. The Permitted Uses contained in Section 3.3 of the Original Development Agreement shall only apply to Phase I buildings. The Phase II Vested Uses are included in the Phase II Master Plan Standards (Exhibit “Q”) and shall only apply to Phase II Vested Development(s).

2.4.2 Phase II Uses Permitted through Minor Use Permit. A minor use permit shall be required for uses identified as requiring a Minor Use Permit in the Santa Monica Municipal Code in effect at the time the use is sought to be established, with the exception of any uses that are defined as Phase II Vested Uses in the Phase II Master Plan Standards (Exhibit “Q”). Uses requiring a Minor Use Permit may commence operating within Phase II Development Sites upon (a) issuance of a Minor Use Permit in accordance with the procedures established in the Santa Monica Municipal Code at the time the use is sought, and (b) the issuance of a business license.

2.4.3 Phase II Conditionally Permitted Uses. “Phase II Conditionally Permitted Uses” include all uses that are identified as Conditionally Permitted Uses in the Santa Monica Municipal Code in effect at the time the use is sought to be established, with the exception of any uses that are defined as Phase II Vested Uses in the Phase II Master Plan Standards (Exhibit “Q”). Phase II Conditionally Permitted Uses may commence operating within Phase II Development Sites upon (a) issuance of a Conditional Use Permit (“CUP”) in accordance with the procedures established in the Santa Monica Municipal Code at the time the use is sought, and (b) the issuance of a business license.

2.4.4 Phase II Prohibited Uses. “Phase II Prohibited Uses” include all uses that are identified as prohibited uses in the Santa Monica Municipal Code in effect at the time the use is sought to be established, with the exception of any uses that are defined as Phase II Vested Uses in the Phase II Master Plan Standards (Exhibit “Q”). 20 2.4.5 Other Phase II Uses Subject to Discretionary City Planning Approvals. In addition to Phase II Vested Uses, Minor Use Permit Uses, and Conditionally Permitted Uses, Saint John’s may seek City discretionary planning approval for uses within Phase II Development Sites that are allowed by any other City discretionary process as provided in the Santa Monica Municipal Code in effect when the use is sought to be established. Such use(s) may not commence until the requisite City discretionary planning approval and a business license are obtained.

2.4.6 Limitations on Phase II Floor Area, Height and Number of Units. For Phase II Vested Development(s), the Phase II Vested Uses shall not exceed the applicable aggregate Floor Area, height, or number of units set forth in the Phase II Master Plan Standards (Exhibit “Q”).

2.5 Phase II Vested Development Rights for Phase II Vested Development(s). For Phase II Vested Development(s), Saint John’s shall have a vested right to develop Phase II Development Sites with the Floor Areas, building heights, Phase II Vested Uses and number of units indicated in Tables III-1 to III-3 of the Phase II Master Plan Standards (Exhibit “Q”).

Phase II includes vested rights for above- and below-grade connections on/over/under the Campus Property between (a) Phase II Buildings and the Phase I D & T Center (as defined in the Original Development Agreement) and (b) Phase II Buildings and the Phase I Inpatient Suites (as defined in the Original Development Agreement). In addition, implementation of Phase II in compliance with the Phase II Master Plan Standards (Exhibit “Q”) contemplates and requires modifications to certain Phase I elements and requirements, including with respect to Phase I circulation and open space, and no further amendment to this Development Agreement shall be required for such modifications to Phase I elements.

2.6 Phase II Vesting Deadline.

2.6.1 Phase II Vesting Deadline and Extensions. The Phase II vested development rights detailed in Section 2.4 and Section 2.5 of this Third Amendment shall be subject to the following time limitations:
(a) Saint John’s shall achieve deemed complete status for Development Review Permit applications (or Administrative Approval applications, as applicable) for all Phase II Buildings within seventeen (17) years of the Third Amendment Effective Date (“Phase II Vesting Deadline”).
(b) The Phase II Vesting Deadline set forth in Section 2.6.1(a) of this Third Amendment may be extended by the City’s Community Development Director one or more times for up to a cumulative maximum of three (3) years in the Community Development Director’s exercise of reasonable discretion.
(c) In reviewing Development Review Permit and Administrative Approval applications for development on Phase II Development Sites that are timely filed in accordance with the Phase II Vesting Deadline, the City shall honor the vested rights as established in this Third Amendment and the Phase II Master Plan Standards (Exhibit “Q”).

The City may not deny Phase II Permitted Uses, vested Floor Area or vested heights in 21 reviewing and rendering decisions on Development Review Permits and Administrative Approval applications for Phase II Development Sites that are consistent with this Third Amendment, the vested rights granted herein and the Phase II Master Plan Standards (Exhibit “Q”).

2.6.2 Phase II Planning Applications Filed After The Phase II Vesting Deadline.

With respect to the Phase II Development Site for which a Phase II Planning Application is filed after the Phase II Vesting Deadline but during the Term of the Development Agreement, Saint John’s shall no longer have any vested rights pertaining to such Phase II Development Site, whether established in this Third Amendment and/or in the Phase II Master Plan Standards (Exhibit “Q”).

2.6.3 No Vested Rights to Future Public Right of Way Easement(s). City acknowledges that as part of a Development Review Permit application for any Phase II Building, or separately, Saint John's may propose either or both (a) enclosed and covered pedestrian overpasses elevated above Santa Monica Boulevard (“Pedestrian Connections Across Santa Monica Boulevard”) in order to transport patients and employees between buildings on the North Campus and the South Campus and (b) one or more tunnels beneath Santa Monica Boulevard to provide vehicular, service and/or pedestrian access between the North Campus and South Campus under Santa Monica Boulevard (“Tunnels Under Santa Monica Boulevard”). Notwithstanding anything to the contrary herein or in the Phase II Master Plan, Saint John’s acknowledges, understands, and agrees that nothing herein or in the Phase II Master Plan shall be interpreted as the granting any vested or property rights over public rights-of-way and that Saint John’s will be required to seek separate discretionary approvals from the City to authorize any encroachments or easements on, above, or under any public rights-of-way, which authorization may be granted, denied or conditioned in the City’s sole and absolute discretion.

2.6.4 Conditional 21st Street Vacation.
(a) 21st Street Vacation through Phase II Vesting Deadline. City acknowledges, understands and agrees that the Phase II Master Plan contemplates the vacation of a portion of 21st Street (“Street Vacation”) as essential to the development of certain Phase II Development Sites. Notwithstanding anything to the contrary herein or in the Phase II Master Plan, Saint John’s acknowledges, understands, and agrees that the approval of the Street Vacation Application concurrently with this Third Amendment shall be subject to all of the following conditions:
(i) the approval of the Street Vacation shall terminate in the event that Saint John’s does not meet the Phase II Vesting Deadline for the S1 or S3 sites in accordance with Section 2.6.1, above;
(ii) the approval of the Street Vacation shall terminate if Saint John’s does not obtain building permits for the Phase II development of the S1 or S3 sites prior to the Outside Building Permit Issuance Date, as it may be extended, pursuant to Third Amendment Section 2.7, below;
22 (iii) the City accepts a dedication of Saint John’s Way and 20th Place in accordance with Third Amendment Section 2.6.5, below; (iv) the City accepts a dedication of the Middle 24/7 Pedestrian Connection (as defined in Third Amendment Section 2.11.4(a)) pursuant to an easement agreement in accordance with Third Amendment Section 2.11.5; (v) Saint John’s dedicates the West 24/7 Pedestrian Connection (as defined in Third Amendment Section 2.11.4(b)) pursuant to a springing easement agreement in accordance with Third Amendment Section 2.11.5; and
(vi) a written plan for interim condition of the vacated Street Vacation area is submitted by Saint John’s and approved by the Community Development Director based on the requirements for the interim condition set forth in Section D.2.2 of the Phase II Master Plan Standards (Exhibit “Q”).
(vii) Saint John’s shall provide City with any subsurface easements where public water or sewer utilities may be located and any areas that would have to be accessed for maintenance of those utilities.
(b) 21st Street Vacation After Phase II Vesting Deadline. If the Street Vacation is not effectuated in accordance with the timing and conditions in Section 2.6.4(a) above, then Saint John’s may subsequently request City authorization for the Street Vacation but nothing herein or in the Phase II Master Plan shall be interpreted as granting any vested right to the Street Vacation after the Phase II Vesting Deadline and Saint John’s will be required to seek separate discretionary approvals from the City to authorize the Street Vacation, which authorization may be granted, denied or conditioned in the City’s sole and absolute discretion.

2.6.5 Dedication and Acceptance of Street Easement(s). Prior to the closure of the northern portion of 21st Street in accordance with Section 2.6.4(a) above, Saint John’s shall dedicate to City and City shall accept the dedication of Saint John’s Way and 20th Place as public rights-of-way pursuant to an easement agreement(s) in a form approved by the City Attorney, subject to all of the following conditions:
(a) Completion of street improvements and utility relocations for 20th Place/Saint John’s Way are constructed in accordance with an off-site improvement plan (including all public improvements customary for the City’s streetscape standards, including, without limitation, parking meters, bicycle facilities, trees and landscaping, street furniture, fire hydrants, street light illumination, and street signage) that is consistent with the Phase II Master Plan Standards (Exhibit “Q”) and approved by the City Engineer in accordance with 2022 SMMC Article 7 (Public Works), as amended from time to time,

(b) Acceptance of non-City utility relocations/utilities by non-city owners (SCE, cable, telecom, SCG) for 20th Place and Saint John’s Way, and 23 (c) Recordation of dedication easement(s) accepted by City in the Office of the Los Angeles County Recorder. The dedication easement(s) may, at Saint John’s option, include a reservation of subterranean and/or airspace rights below and above the dedicated easement area as well as at-grade commercial and passenger loading/unloading areas in conformance with the vested rights and requirements in the Phase II Master Plan Standards (Exhibit “Q”); provided, however, that the recorded dedication easement(s) contains conditions that (i) Saint John’s agrees to maintain all street improvements identified in the off-site improvement plan required by the City Engineer under Section 2.6.5(a) above; (ii) Saint John’s defends, indemnifies, and holds the City harmless from any third party liability resulting from public use of the dedicated easement area, including, without limitation, damage to any Saint John’s subterranean structures, persons and personal property within any such structures; (iii) Saint John’s releases the City from all claims relating to damage resulting from the public use of the dedicated easement(s) area; and (iv) Saint John’s obligations to defend, indemnify, hold harmless, and release City are not applicable to the extent losses and damages are attributable to the active negligence or willful misconduct of City. If Saint John’s elects to dedicate the easement(s) without a reservation of subterranean and/or airspace rights below and above the dedicated easement area, then City shall undertake all maintenance of the dedicated area in the same manner as other dedicated streets, citywide. City and Saint John’s shall cooperate in good faith to prepare form dedication easement agreement(s) consistent with City practice and policies.

Notwithstanding the foregoing, if the 21st Street Vacation is not effectuated in accordance with Section 2.6.4(a), this Section 2.6.5 shall not apply.

2.6.6 Release of Dedicated Easement Area. In the event that 21st Street is vacated and then Saint John’s later dedicates the vacated part of 21st Street back to the City and City accepts such dedication, City shall release all interest in the 20th Place and Saint John’s Way dedicated easement areas and cooperate with Saint John’s to record a document(s) to terminate the dedication easement(s).

2.6.7 Development Standards on Phase II Development Sites During Term. For Phase II Vested Development(s), Saint John’s is required to comply with the Phase II Master Plan Standards (Exhibit “Q”) in accordance with Section 2.6.1. For Phase II applications that do not qualify as Phase II Vested Development(s), Saint John’s is required to comply with all laws then in effect except as provided in Section 2.14.2 of this Third Amendment with respect to parking. Saint John’s acknowledges, understands, and agrees that notwithstanding Saint John’s election to develop any Phase II Development Sites after the Phase II Vesting Deadline, Saint John’s shall still comply with Section 2.8.3 of this Third Amendment.

2.7 Outside Building Permit Issuance Dates

2.7.1 Outside Building Permit Issuance Dates for Phase II. Saint John’s shall have not more than thirty-six (36) months from the effective date of each respective Development Review Permit or Administrative Approval to obtain a building permit for the corresponding Development Review Permit or Administrative Approval (the “Outside Building Permit Issuance Date(s)”), except if the Phase II Hospital Buildings are governed by other time 24 limits to obtain a building permit established by OSHPD, in which event the OSHPD time limits shall apply. In the event that there are no OSHPD time limits that govern the Phase II Hospital Buildings, then the Outside Building Permit Issuance Date(s) shall still apply.

2.7.2 Extensions of Outside Building Permit Issuance Dates. The Outside Building Permit Issuance Date for any Phase II Building may be extended by applicable Excusable Delays and otherwise in accordance with the remainder of this paragraph. If the approval by the ARB of the project design is required and does not occur within six (6) months of the submittal by Saint John’s to the ARB of the project design, then the applicable Outside Building Permit Issuance Date shall be automatically extended one month for each additional month greater than four (4) that the final ARB approval is delayed. At any time before the last day of the applicable Outside Building Permit Issuance Date, Saint John’s may deliver written notice to the Community Development Director, requesting an extension of the Outside Building Permit Issuance Date for an additional twelve (12) months. The Community Development Director may grant such extension if Saint John’s can demonstrate substantial progress has been made towards obtaining a building permit and show reasonable cause why Saint John’s will not be able to obtain the building permit for the project by the initial Outside Building Permit Issuance Date and can demonstrate that: (a) the condition of the Phase II Development Site will not adversely affect public health or safety, and (b) the continued delay will not create any unreasonable visual or physical detriment to the neighborhood.

2.7.3 Missed Outside Building Permit Issuance Date. If a building permit for a Phase II Building (other than a Phase II Hospital Building) is not issued by the Outside Building Permit Issuance Date set forth in Section 2.7.1 of this Third Amendment above (as such deadline may be extended pursuant to Section 2.7.2 of this Third Amendment), the Development Review Permit(s) or Administrative Approval, as applicable, for the applicable Phase II Building shall be deemed expired/terminated and the following shall apply:
(a) If the Phase II Vesting Deadline (as it may be extended pursuant to Section 2.6.1(b) of this Third Amendment) has not expired, Saint John’s shall retain its vested rights for Phase II so long as Saint John’s timely files for a new Development Review Permit(s) or Administrative Approval, as applicable.
(b) If the Phase II Vesting Deadline (as it may be extended pursuant to Section 2.6.1(b) of this Third Amendment) above has expired, Saint John’s shall no longer have vested rights for the Phase II Building(s) for which the Outside Building Permit Issuance Date has expired beyond the Phase II Vesting Deadline. Saint John’s may file for a new Development Review Permit(s) and/or Administrative Approval for new development on the applicable Phase II Development Site in accordance with Section 2.6.2 and Section 2.6.7 of this Third Amendment.

2.7.4 For Phase II Vested Development(s), all Phase II building permits issued by the City shall be subject to 2022 SMMC Section 8.08.070 as of the Third Amendment Effective Date, except that Phase II Buildings over which OSHPD has jurisdiction shall be governed by the time periods, if any, to obtain a building permit established by OSHPD.

Notwithstanding the foregoing, if the City amends 2022 SMMC Section 8.08.070 to provide for more time to complete or commence work under a building permit or if State law allows for 25 more time to complete or commence work under a building permit, Saint John’s shall be provided with the additional time allowed for in the then-existing Santa Monica Municipal Code and/or State law.

2.8 No Obligation to Develop Phase II.

2.8.1 Except as specifically provided herein:
(a) Nothing in the Development Agreement, including this Third Amendment, shall be construed to require Saint John’s to proceed with construction of Phase II or any portion thereof.
(b) The decision to proceed or to forbear or delay in proceeding with construction of Phase II or any portion thereof shall be in Saint John’s sole discretion. (c) Failure by Saint John’s to proceed with construction of Phase II or any portion thereof shall not give rise to any liability, claim for damages or cause of action against Saint John’s, except as may arise pursuant to a nuisance abatement proceeding under 2022 SMMC Chapter 8.96, or any successor legislation.
(d) Failure by Saint John’s to proceed with construction of Phase II or any portion thereof shall not result in any loss or diminution of development rights, except upon expiration of Saint John’s vested rights pursuant to this Third Amendment, or the termination of this Development Agreement.

2.8.2 [Intentionally left blank.]

2.8.3 Notwithstanding any provision of this Third Amendment to the contrary, in accordance with Article 3 of this Third Amendment, Saint John’s shall be required to implement the applicable community benefits, mitigation measures and conditions of approval in accordance with and at the time specified in Exhibit “R-1” and Exhibit “S”, regardless of whether Saint John’s proceeds with any Phase II Vested Development(s), or any portion thereof, and may be subject to all remedies specified in this Third Amendment for the failure to implement the applicable community benefits, mitigation measures and conditions of approval.

2.9 Damage or Destruction. If any Phase II Building, or any part thereof, is damaged or destroyed during the Term of this Third Amendment, Saint John’s shall be entitled to reconstruct that building in accordance with the development standards and uses allowed at the time of issuance of the original building permit issued for that Phase II Building if: (a) Saint John’s obtains a building permit for this reconstruction prior to the expiration of this Third Amendment and (b) Saint John’s is not in Breach of this Third Amendment. For the avoidance of doubt, if the damaged/destroyed building was subject to the Phase II Master Plan Standards (Exhibit “Q”), then those same standards shall apply to the reconstruction. Alternatively, Saint John’s shall be entitled to reconstruct Phase II in accordance with 2022 SMMC Section 9.27.040.

On the other hand, if the damaged/destroyed building was not built in accordance with the Phase 26 II Master Plan Standards (Exhibit “Q”), then Saint Johns shall be entitled to reconstruct in accordance with the damage/reconstruction codes then in effect.

2.10 Enhanced Transportation Demand Management. Notwithstanding anything to the contrary herein, including the vested development rights granted under this Third Amendment, upon issuance of the final certificate of occupancy for the first Phase II Building, other than the Phase II Multifamily Housing building, Saint John’s and any employer with Employees working in Phase I or Phase II buildings shall be subject to the enhanced Transportation Demand Management Plan Upon Phase II Implementation set forth in Exhibit “R-2”. Once the Transportation Demand Management Plan Upon Phase II Implementation is effective, all Transportation Demand Management requirements required by the Original Development Agreement, as amended by the First Amendment (including Exhibit “M” to the First Amendment), shall be superseded by the Transportation Demand Management Plan Upon Phase II Implementation for both Phase I and Phase II development.

2.11 Open Space.

2.11.1 Saint John’s shall provide a minimum of thirty-five percent (35%) open space as part of the South Campus Phase II developments, in accordance with the Open Space Standards in Section D of the Phase II Master Plan Standards (Exhibit “Q”). This requirement can be achieved on each South Campus Phase II Development Site or through open space banking (i.e. any excess open space above 35% on a South Campus Phase II Development Site may be banked and used as a credit for other South Campus Phase II Development Sites). In calculating the amount of open space on the South Campus, the ground level footprint of new Phase II Buildings, paved vehicle parking areas, vehicle driveways and internal roadways for vehicular access (i.e. curb-to-curb area) shall not be included, but the sidewalk and landscaping areas associated with any such driveways or roadways shall be included. Saint John’s Development Review Permit applications for each South Campus Phase II development shall document that 35% open space will be provided on the subject South Campus Phase II Development Site or through open space banking. Prior to final certificate of occupancy for each South Campus Phase II development, Saint John’s shall verify to the City’s Community Development Director that 35% open space is either provided on the subject South Campus Phase II Development Site or cumulatively on the then-developed South Campus sites. For purposes herein, a “then-developed” South Campus site means a Phase II Development Site that has been issued a certificate of occupancy after the Third Amendment Effective Date.

2.11.2 Section D of the Phase II Master Plan Standards (Exhibit “Q”) identifies the Phase II Development Sites where publicly-accessible open space is to be provided (“Publicly-Accessible Open Space”). For Phase II Vested Developments(s), Saint John’s shall develop the Phase II publicly-accessible open space in accordance with the minimum areas, timing, and other standards (if any) specified in the Phase II Master Plan Standards and Exhibit “R-1”. Once developed, the Publicly-Accessible Open Space shall be governed by the Phase II Publicly-Accessible Open Space Regulations included in Exhibit “R-3”.

2.11.3 Subject to approval of the location and design by the Community Development Director, Planning Commission or ARB, as applicable, outdoor dining, outdoor 27 seating, bicycle parking, mechanical equipment, transformers, intake vents for subterranean garages and other items that are allowed to project into setbacks pursuant to the Phase II Master Plan Standards or 2022 SMMC Section 9.21.110 may be located in the South Campus open space required by Section 2.11.1 of this Third Amendment above and the Publicly-Accessible Open Space pursuant to Section 2.11.2 of this Third Amendment above.

2.11.4 Section D of the Phase II Master Plan Standards (Exhibit “Q”) identifies three pedestrian walkways through the South Campus connecting Santa Monica Boulevard and Broadway (or 21st Street) (the “24/7 Pedestrian Connections”). (a) The middle 24/7 Pedestrian Connection is located within the Street Vacation area connecting the new northern terminus of 21st Street to Santa Monica Boulevard (“Middle 24/7 Pedestrian Connection”) and shall be provided prior to closure of vehicular access through the Street Vacation area in accordance with Section 2.6.4(a) and 2.11.5 of this Third Amendment.
(i) From the time period between Street Vacation effectuation (all conditions in Third Amendment Section 2.6.4(a) are satisfied) and development of the S4 site, the Middle 24/7 Connection shall comply with the interim conditions in Section D.2.2 of the Phase II Master Plan Standards (Exhibit “Q”).
(ii) The Middle 24/7 Pedestrian Connection may be
reconfigured/relocated within the Street Vacation area, including as part of the S4 development, in accordance with the terms of the easement pursuant to Third Amendment Section 2.11.5(a). (iii) The Middle 24/7 Pedestrian Connection shall be completed and accepted by the City Engineer prior to issuance of a certificate of occupancy for any Phase II Building on the S4 site.
(b) The “West 24/7 Pedestrian Connection” consists of the following:
(i) The portion of the West 24/7 Pedestrian Connection located along the surface of the sidewalk on the east side of 20th Place on the S1 site in accordance with Exhibit “Q” and the easement pursuant to Third Amendment Section 2.11.5(b). This portion of the West 24/7 Pedestrian Connection shall be completed and accepted by the City Engineer prior to issuance of a certificate of occupancy for any Phase II Building on the S1 site. (ii) The portion of the West 24/7 Pedestrian Connection located along the surface of the sidewalk on the east side of South Campus West Driveway on the S3 site in accordance with Exhibit “Q” and the easement pursuant to Third Amendment Section

2.11.5(b). This portion of the West 24/7 Pedestrian Connection shall be completed prior to issuance of a certificate of occupancy any Phase II Building on the S3 site. 28 Once accepted by the City Engineer, the easement for the West 24/7 Pedestrian Connection required by Third Amendment Section 2.11.5(b) shall spring into effect allowing for general public use of the applicable portion(s) of the West 24/7 Pedestrian Connection. (c) Notwithstanding the foregoing, if the 21st Street Vacation is not effectuated in accordance with Third Amendment Section 2.6.4(a), Third Amendment Sections

2.11.4(a)-(b) above shall not apply.
(d) For Phase II Vested Development(s), an “East 24/7 Pedestrian Connection” shall be provided in accordance with the Phase II Master Plan Standards (Exhibit “Q”) and as follows:
(i) The portion of the East 24/7 Pedestrian Connection located along the surface of the sidewalk of the new Southeast Driveway on the S4 site shall be completed prior to issuance of a certificate of occupancy for any Phase II Building on the S4 site, and
(ii) The portion of the East 24/7 Pedestrian Connection located along the surface of the sidewalk of the Service Access and South Campus East Driveway shall be completed prior to issuance of a certificate of occupancy for any Phase II Building on the S5 site
(iii) The East 24/7 Pedestrian Connection shall be governed by the 24/7 Pedestrian Connections Regulations included in Exhibit “R-4”.

2.11.5 Dedication of West and Middle 24/7 Pedestrian Connection. Prior to the closure of the northern portion of 21st Street in accordance with Section 2.6.4(a) above, Saint John’s shall dedicate to City easements for public use of the Middle 24/7 Pedestrian Connection and West 24/7 Pedestrian Connection as follows:
(a) An easement for the provision of the Middle 24/7 Pedestrian Connection, as further described in Third Amendment Section 2.11.4, accepted by the City Engineer and recorded in the Office of the Los Angeles County Recorder. This easement shall provide that, as part of the Phase II development on the S4 site, the Middle 24/7 Pedestrian Connection may be reconfigured/relocated within the Street Vacation Area in accordance with the Phase II Master Plan Standards (Exhibit “Q”) and subject to City Engineer approval. (b) A springing easement that would become effective once the West 24/7 Pedestrian Connection is developed in accordance with Third Amendment Section

2.11.4(a).
(c) The dedication easements shall be in a form approved by the City Attorney, which shall not be unreasonably withheld, and shall contain conditions that (i) Saint John’s agrees to maintain the Middle 24/7 Pedestrian Connection and West 24/7 Pedestrian Connection; (ii) Saint John’s defends, indemnifies, and holds the City harmless from any third party liability resulting from public use of the Middle 24/7 Pedestrian Connection and West 24/7 29 Pedestrian Connections; (iii) Saint John’s releases the City from all claims relating to damage resulting from the public use of the Middle 24/7 Pedestrian Connection and West 24/7 Pedestrian Connection; and (iv) Saint John’s obligations to defend, indemnify, hold harmless, and release City are not applicable to the extent losses and damages are attributable to the active negligence or willful misconduct of City. City and Saint John’s shall cooperate in good faith to prepare form dedication easement agreement(s) consistent with City practice and policies.

Notwithstanding the foregoing, if the 21st Street Vacation is not effectuated in accordance with Section 2.6.4(a), this Section 2.11.5 shall not apply.

2.12 Community Benefits. Upon the Third Amendment Effective Date, Saint John’s shall provide the applicable significant project features and community benefits in accordance with and at the time periods set forth in Exhibit “R-1”. Saint John’s and City each acknowledges, understands, and agrees that upon the Third Amendment Effective Date, all community benefits required by the Original Development Agreement and First Amendment, including Exhibit “E” to the Original Development Agreement and all exhibits to the First Amendment, shall be superseded by the community benefits set forth in Exhibit “R-1”.

2.13 Application Process for Phase II Buildings.

2.13.1 For Phase II Vested Development(s), Saint John’s shall submit to the City Community Development Department or any successor department (“Planning Department”) either (a) a new application for a Development Review Permit or (b) for the Phase II Multifamily Housing building or buildings that are less than 2,000 square feet, an application for an Administrative Approval (collectively the “Planning Applications” or each a “Planning Application”). A Development Review Permit application may include one or more Phase II Buildings.

2.13.2 In addition to the information typically required for each Planning Application, each Planning Application shall include (a) such information which the Community Development Director determines to be reasonably necessary for the City’s review of the Planning Application, which information shall include, without limitation, a report on Phase II Buildings constructed as of the date of the Planning Application summarizing aggregate square footage, open space, lot coverage, uses, parking analysis as required by the Phase II Master Plan Standards (Exhibit “Q”) and mitigation measures completed for Phase II, and (b) a processing fee equal to the fee then currently in effect throughout the City for such Planning Application, or if the Development Review Permit or Administrative Approval, as applicable, is no longer utilized in the City, the application fee for the land use approval or permit which the Community Development Director reasonably determines in his or her discretion to be the most comparable to the applicable application, less the One Hundred Thirty-One Thousand, Five Hundred EightySix Dollars and Seventy-Six Cents ($131,586.76) paid by Saint John’s for the eight (8) Development Review Permits and the Reduced Parking Permit withdrawn upon the Third Amendment Effective Date. The form for the Planning Application shall be the form then in use by the City for a Development Review Permit or Administrative Approval, as applicable. If the Development Review Permit or Administrative Approval, as applicable, is no longer utilized in the City, the application for the land use approval or permit which the Community Development 30 Director determines in his or her discretion to be the most comparable to the Development Review Permit or Administrative Approval, as applicable, shall be utilized.

2.13.3 The Planning Application shall be deemed complete when all materials and fees required by Section 2.13.2 of this Third Amendment have been submitted to the City.

2.13.4 Before the City takes action on a Planning Application for a proposed Phase II Building, City staff shall diligently evaluate whether any further environmental review of the Planning Application is legally required by either CEQA, the State CEQA Guidelines or any other applicable environmental laws then in effect. If such additional environmental review is required, it shall be diligently undertaken and pursued by the City. Saint John’s shall pay the cost of any such further environmental review. The City and Saint John’s acknowledge and agree that the Phase II FEIR covers all Phase II development and that, unless CEQA requires otherwise at the time of filing of the Planning Application, additional environmental review shall only be required in the circumstances outlined in CEQA Section 21166 and State CEQA Guidelines Section 15162(a).

2.13.5 The public hearing and appeal procedures for any Development Review Permit application under this Section 2.13 shall be those procedures in effect as of the Third Amendment Effective Date, except as provided in this Third Amendment.

2.13.6 With respect to Administrative Approval applications that have been filed on or before the Phase II Vesting Deadline, the Community Development Director shall issue an Administrative Approval if the proposed development conforms precisely to the applicable development standards in this Third Amendment and the Phase II Master Plan and shall only deny or conditionally approve the development if it is not in compliance with the applicable development standards as provided in this Third Amendment and the Phase II Master Plan.

2.13.7 The Planning Commission or Community Development Director, as appropriate, shall diligently and in good faith review each Planning Application in accordance with this Section 2.13 of this Third Amendment.

2.13.8 Subject to the vested rights of Saint John’s pursuant to Sections 2.5 and

2.6 of this Third Amendment, the Planning Commission, or the City Council on appeal, shall have discretion to approve, conditionally approve or deny a Development Review Permit application for a particular Phase II Building. Subject to the vested rights of Saint John’s provided under Sections 2.5 and 2.6 of this Third Amendment, the Planning Commission, or the City Council on appeal, shall approve a Development Review Permit application for a Phase II Building(s) if:
(a) Saint John’s is not in Breach of this Third Amendment or Default of the Development Agreement; and
(b) In lieu of the findings of fact for a Development Review Permit listed in 2022 Municipal Code Section 9.40.050 or any successor ordinance, the Planning 31 Commission (or the City Council on appeal) makes the following findings of fact for a pending Development Review Permit application, as follows:

1. The physical location, size, height, density (floor area or number of units), massing, setbacks, pedestrian orientation, open space, parking requirements, and placement of proposed structures on the site and the location of proposed uses within the project are consistent with the Phase II Master Plan Standards (Exhibit “Q”);

2. The rights-of-way can accommodate autos, bicycles, pedestrians, and multi-modal transportation methods, including adequate parking and access in accordance with the Phase II Master Plan Standards (Exhibit “Q”);

3. The health and safety services (police, fire etc.) are sufficient to accommodate the new development;

4. The project is generally consistent with the Phase II Master Plan Standards (Exhibit “Q”);

5. Based on environmental review in accordance with Section 2.13.4 of the Third Amendment, the proposed project has no potentially significant environmental impacts or any potentially significant environmental impacts have been reduced to less than significant levels because of mitigation measures incorporated in the project or a Statement of Overriding Considerations has been adopted;

6. The project has no unacceptable adverse effects on public health or safety;

7. The project complies with all applicable mitigation measures and conditions of approval established in Exhibit “S” of the Third Amendment.

8. The project provides all applicable significant project features and community benefits consistent with Exhibit “R-1” of this Third Amendment.

9. Saint John’s has met and conferred with the City Engineer and City Traffic Engineer, as applicable, to determine the off-site infrastructure (for utilities, traffic infrastructure, and public right-of-way) that will be required by the City Engineer and City Traffic Engineer as conditions to issuance of a building permit to be completed prior to issuance of the Certificate of Occupancy for the Phase II Building(s), and the information necessary for the City Engineer and City Traffic Engineer to make his or her determination has been provided by Saint John’s. Without limiting the City Traffic Engineer’s or the City’s Engineer’s authority under Article 7 of 2022 SMMC, as amended from time to time after the Third Amendment Effective Date, the City Traffic Engineer’s and City Engineer’s determinations are generally consistent with the Phase II Master Plan.
(c) Conditions. In granting a Development Review Permit, and in addition to any standard conditions of approval, permit fees, and regulations authorized under Article 3 and Section 5.2.1, herein, the Planning Commission (or City Council on appeal) shall require that the use and development of the property conform with the site plan, architectural drawing, or statements submitted in support of the Development Review Permit application, or in such modifications thereof, as may be deemed necessary to protect the public health, safety, and general welfare and secure the objectives of the 2022 General Plan, the Third Amendment and the Phase II Master Plan and may also impose such other conditions pursuant to Section

3.3.2 of this Third Amendment.
32 2.13.9 Subject to the Phase II Vesting Deadline, Saint John’s shall have the right to submit Planning Applications to the City for development of proposed buildings in Phase II in such order and at such times as Saint John’s deems appropriate.

2.14 Phase I and Phase II Parking.

2.14.1 Until issuance of the first building permit for the first Phase II Building, parking for Phase I (including any parking located on Phase II Development Sites) shall be governed by the parking requirements included in the Original Development Agreement as amended by the First Amendment, including First Amendment Exhibit “L”.

2.14.2 Upon issuance of the first building permit for the first Phase II Building, Saint John’s parking requirements for both Phase I and Phase II shall be governed by the Phase II Parking Management Plan set forth in Exhibit “U” and the Phase II Master Plan Standards (Exhibit “Q”). At that time, all parking requirements included in the Original Development Agreement, as amended by the First Amendment including Exhibit “L” to the First Amendment, shall be superseded by the Phase II Parking Management Plan set forth in Exhibit “U” and the Phase II Master Plan Standards (Exhibit “Q”). Notwithstanding any provision of this Third Amendment to the contrary, Section F.3 (On-Site Parking Capacity) and Section F.4 (Parking Management Plan Upon Phase II Implementation) of the Phase II Master Plan Standards (Exhibit “Q”) shall continue to apply to any Phase II Planning Applications filed after the Phase II Vesting Deadline through the Term of this Agreement.

2.14.3 The Phase II Parking Management Plan in Exhibit “U”, including annual reporting and monitoring, shall terminate and be no longer effective upon the earlier of: (i) July 9, 2053 or (ii) Saint John’s demonstration to the City Community Development Director’s satisfaction that it has sufficient parking on its Campus Property to satisfy its peak parking demand.

2.15 Access and Circulation.

2.15.1 For Phase II Vested Development(s), Saint John’s shall comply with the access and circulation requirements in the Phase II Master Plan Standards (Exhibit “Q”). To the extent the Phase II Master Plan Standards conflict with any requirements in the Original Development Agreement, as amended by the First Amendment, the Phase II Master Plan Standards (Exhibit “Q”) shall prevail.

2.15.2 Notwithstanding Section 2.15.1 of this Third Amendment, any Development Review Permits (or Administrative Approvals) for Phase II Buildings may authorize modifications to any Phase I access and circulation requirements in order to comply with the Phase II Master Plan Standards (Exhibit “Q”) and no amendment to the Development Agreement shall be required with respect to such modifications to Phase I.

2.16 Removal of Surface Parking and Related Requirements. Once the surface parking on Phase II Development Site S5 is permanently removed, the noise reduction parking policy included in Section 4.1 of Exhibit “R-1” shall be terminated and no longer be effective. 33 2.17 Utility Easements. Prior to issuance of a Certificate of Occupancy for any Phase II Building whereby Saint John’s is required to construct utilities lines on its Campus Property in accordance with the Phase II Master Plan Standards (Exhibit “Q”), the Phase II Mitigation Measures in Exhibit “S” and/or the Development Review Permit, Saint John’s shall dedicate to the City all areas (“Utility Easement Areas”) in which such utilities are located, excepting private sewer laterals, as utility easements with access rights to the City (“Utility Easements”).

Saint John’s may reserve from the Utility Easements rights for Saint John’s and others (including utility companies) to use the Utility Easement Areas for their utility services and other purposes provided such use(s) does not violate any co-location requirements or otherwise unreasonably interfere with the City’s utilities in the Utility Easement Areas.

2.18 Fire Access Easements. Prior to issuance of a Certificate of Occupancy for the Phase II development on the S3 Site, Saint John’s shall grant the City an easement for fire department access across the portion of 21st Street that is to be vacated and generally reserved for pedestrian access and Publicly-Accessible Open Space in accordance with Third Amendment Sections 2.6.4 and 2.11 and the Phase II Master Plan Standards (Exhibit “Q”).

2.19 Water Neutrality During the Term of the Development Agreement. 2022 SMMC

7.16.050 (Water consumption limits and in-lieu fees for new development) shall apply to all Phase II Development Sites; provided, however, the “Baseline Water Demand” in 2022 SMMC

7.16.050(c)(2) shall be replaced with the following definition:

Baseline Water Demand. Baseline water demand for a Phase II Development Site equals the Water Intensity Baseline multiplied by the land area (square footage) of the Phase II Development Site. Baseline Water Demand shall be determined at the time of the City Building Official’s acceptance of the building permit application for that particular Phase II Development Site. “Water Intensity Baseline” means the following formula:
[5- year historical average water use for all Phase II Development Sites measured from the Third Amendment Effective Date]
Divided by
[the total land area square footage of all Phase II Development Sites based on the final tract map referenced in Third Amendment Section 2.3.1 above]

2.20 Recycled Water Ordinance.

2.20.1 For Phase II Vested Development(s), and subject to Section 4.2, herein, Saint John’s shall comply with the water recycling ordinance in effect as of the Third Amendment Effective Date (“2022 Water Recycling Ordinance”). Saint John’s may elect to utilize/comply with any future revision to the 2022 Water Recycling Ordinance, or successor thereto.
34 2.20.2 Notwithstanding Third Amendment Section 2.20.1 above, the following exceptions shall apply:
(a) If the City’s recycled water supply line is on Broadway, between 20th and 23rd Streets, but not on Santa Monica Boulevard, between 20th and 23rd Streets or in the public right-of-way adjacent to the North Campus, at the time that a building permit is pulled for the Phase II Vested Development(s) on the North Campus, then Saint John’s shall not be required to use recycled water for the North Campus Phase II Vested Development(s) until one of the South Campus Phase II Vested Development(s) (other than the S2 site) is developed. (b) If the City’s recycled water supply line is on Santa Monica Boulevard, between 20th and 23rd Streets, but not on Broadway, between 20th and 23rd Streets, at the time that any building permit is pulled for a Phase II Vested Development, then Saint John’s shall be required to use recycled water for all Phase II Vested Development(s) on the North and South Campus; provided, however, that the S2 Phase II Vested Development shall not be required to use recycled water until the S4 or S5 site is developed or a City recycled water supply line is installed in the public right-of-way adjacent to the S2 site. (c) If the City’s recycled water line is not on either Santa Monica Boulevard or Broadway, between 20th and 23rd Streets or in the public right-of-way adjacent to the Phase II Vested Development, at the time that a building permit is pulled for a Phase II Vested Development, then Saint John’s shall not be required to use recycled water for that Phase II Vested Development.

2.20.3 Planning Applications for Phase II development filed after the Phase II Vesting Deadline shall be subject to applicable codes then in effect.

2.21 Urban Runoff Reduction. Phase II Vested Development(s) shall comply with the runoff reduction requirements included in 2022 SMMC Chapter 7.10 (Runoff conservation and sustainable management) except to the extent such requirements are in conflict with or infeasible to achieve due to OSHPD requirements for Phase II Hospital Buildings. Applications for Phase II development filed after the Phase II Vesting Deadline shall be subject to applicable codes then in effect.

ARTICLE 3

PHASE II FEES, EXACTIONS, MITIGATION MEASURES AND CONDITIONS

3.1 Phase II Fees, Exactions, Conditions and Mitigation Measures. Except as expressly set forth in Section 2.12 (relating to community benefits), Section 2.13.8 (relating to Development Review Permit applications), Section 3.2 (relating to modifications), Section 3.3.2 (relating to future mitigation measures and conditions) and Section 5.2 (relating to Phase II Subsequent Code Changes), the City shall charge and impose only those fees, exactions, conditions, mitigation measures and standards of construction set forth in this Third Amendment and no others. If any of the conditions and mitigation measures set forth on Exhibit “S” are 35 satisfied by others, Saint John’s shall be deemed to have satisfied such conditions and measures.

Notwithstanding the foregoing, except to the extent specifically provided otherwise, this Third Amendment does not require Saint John’s to pay any exactions nor implement any mitigation measures nor satisfy any conditions of approval if Saint John’s does not obtain a building permit for the Phase II Building associated with the applicable exaction/mitigation measure/condition of approval prior to expiration of the applicable Outside Building Permit Issuance Date including any extensions thereof or any tolling thereof in accordance with Section 2.7.2 of this Third Amendment.

3.2 Conditions on Modifications. The City may impose fees, exactions, mitigation measures and conditions in connection with its approval of Minor Modifications or Major Modifications, provided that all fees, exactions, mitigation measures and conditions shall be in accordance with any applicable law at the time of imposition.

3.3 Implementation of Mitigation Measures and Conditions of Approval.

3.3.1 Compliance with Mitigation Measures and Conditions of Approval. The City and Saint John's mutually agree that the mitigations specified in Exhibit “S” bear a reasonable relationship to the impacts caused by Phase II Vested Development(s). Saint John’s shall be responsible for implementing the mitigation measures and conditions of approval required under this Third Amendment in accordance with and at the times specified in Exhibit “S”, which may be modified by the City pursuant to Section 3.3.2 and may be subject to all remedies specified in this Third Amendment for the failure to implement the applicable mitigation measures and conditions of approval.

3.3.2 Future Mitigation Measures and Conditions of Approval. The City and Saint John’s mutually acknowledge and agree that, as of the Third Amendment Effective Date, all of the City’s standard conditions of approval, permit fees, and regulations applicable to other similar development in the City which are appropriate for imposition as a condition of development of buildings and improvements in Phase II could not be specified in this Third Amendment particularly because additional environmental review may be required for certain Phase II Buildings in accordance with Section 2.13.4 of this Third Amendment. As a result, when the Development Review Permit applications for Phase II are reviewed by the City, in addition to any Community Benefits required by Section 2.12, the City may impose standard City conditions of approval applicable to other similar development in the City and appropriate to mitigate the impacts of such proposed development, including mitigation measures related to any future required environmental review. In the course of such review and in accordance with CEQA, the City may modify or eliminate the mitigations for Phase II specified in Exhibit “S” or impose new mitigations not specified in Exhibit “S” without amending this Third Amendment.

Without negating the foregoing, except as to any Community Benefits required by Section 2.12, the City and Saint John’s further mutually agree that nothing in this Section 3.3.2 is intended to waive the requirements of the Mitigation Fee Act (Government Code section 66000 et seq.) as to any standard conditions of approval imposed during the Development Review Permit process.

3.3.3 Survival of Phase II Conditions of Approval and Mitigation Measures. If Saint John’s proceeds with the construction of Phase II or any portion thereof, except as otherwise expressly limited in this Third Amendment, the community benefits required by Section 2.12 applicable to the Phase II Building being constructed and obligations and 36 requirements imposed by the Phase II conditions of approval and mitigation measures applicable to the Phase II Building being constructed and set forth in the attached Exhibit “S” shall survive the expiration of the Term of this Development Agreement and shall remain binding on Saint John’s, its successors and assigns, and shall continue in effect for the Life of the Phase II Building and for any reconstruction authorized by Section 2.9. Notice of the community benefits, conditions of approval and mitigation measures shall be recorded by the City separately and concurrently with this Third Amendment.

3.4 On-Site Affordable Fee Waivers and Reductions. Notwithstanding the foregoing, on-site affordable housing shall be entitled to all fee waivers and fee reductions available for projects involving on-site affordable housing under the Santa Monica Municipal Code then in effect.

ARTICLE 4
OSHPD

4.1 Phase II OSHPD Regulations.

4.1.1 The City and Saint John’s mutually acknowledge and agree that Part 7 of Division 107 of the California Health and Safety Code and Part 1, Chapter 7 of Title 24 of the California Code of Regulations, (collectively, the “Phase II OSHPD Regulations”) grant exclusive authority to OSHPD over the construction of any Phase II Hospital Building.

Notwithstanding the foregoing:
(a) OSHPD may require limited review of any Phase II Hospital Building by local agencies including the City (e.g. Fire Department, LA County Department of Public Health, etc.), and
(b) If Phase II Hospital Buildings require any off-site construction/improvements in the City’s public rights-of-way, applicable City permits/approvals shall be required for such improvements. To ensure early City review of plans for any improvements in the City’s public rights-of-way, Saint John’s shall submit plans for off-site improvements associated with any Phase II Hospital Building to the City prior to or concurrently with submittal of plans for the Phase II Hospital Building to OSHPD for OSHPD plan check review.

4.1.2 The City and Saint John’s further mutually acknowledge and agree that the Phase II OSHPD Regulations mandate, in pertinent part, the following requirements:
(a) Before constructing any Phase II Hospital Building, Saint John’s must (i) submit to OSHPD detailed drawings and specifications and other specified documentation regarding the proposed Phase II Hospital Building, including interior floor plans, for review by OSHPD, the State Fire Marshal and the State Department of General Services and (ii) obtain written approval for construction of the Phase II Hospital Building from OSHPD. 37 (b) Saint John’s must pay fees to OSHPD to cover the cost of the plan review and field inspection activity for the Phase II Hospital Building. (c) OSHPD and the State Department of General Services must continuously inspect and monitor the performance of the construction of the Phase II Hospital Building.
(d) Saint John’s must obtain OSHPD’s approval for any changes in the approved plans and specifications and any construction contract documents related to the Phase II Hospital Building.
(e) Saint John’s must obtain OSHPD’s final approval of the construction of the Phase II Hospital Building before it is occupied.

4.2 Preemption.

4.2.1 The City and Saint John’s also mutually acknowledge and agree that, in regard to the construction of Phase II Hospital Buildings and modifications to Phase I Hospital Buildings resulting from Phase II development, California Health and Safety Code Section 129680 preempts local jurisdictions such as the City from enforcing building standards as published in the California Building Standards Code. In regard to the construction of Phase II Hospital Buildings, local jurisdictions such as the City are also preempted from enforcing all other applicable state and local laws, including plan checking and inspection of the design and details of the architectural, structural, mechanical, plumbing, electrical, and fire and panic safety systems and the observation, monitoring and inspection of construction. Saint John’s acknowledges and agrees that if the City has more restrictive requirements for the enforcement of building standards, other building regulations, and construction supervision, these requirements shall be enforced by OSHPD in accordance with Health and Safety Code Section 129680(c). Notwithstanding the foregoing, if OSHPD requires City sign-off, no objection or other technical review of the City for specified disciplines (e.g. fire access), the City shall cooperate with Saint John’s and OSHPD in providing the necessary review and approvals.

4.2.2 Accordingly, in connection with any Phase II Hospital Buildings and/or modifications to Phase I Hospital Buildings resulting from Phase II development, Saint John’s shall be required to:
(a) Obtain all approvals from OSHPD that are legally required to construct the Phase II Hospital Building under the Phase II OSHPD Regulations; (b) Obtain all approvals from OSHPD that are legally required to occupy the Phase II Hospital Building under the Phase II OSHPD Regulations; (c) At least sixty (60) days prior to filing application(s) with OSHPD for any Phase II Hospital Building, notify the City that Saint John’s will be filing such applications and that it is the City’s obligation pursuant to California Health and Safety Code Section 129680(d) to notify OSHPD of any City regulations that are more restrictive for the enforcement of building standards, other building regulations, and construction supervision; and 38 (d) Otherwise fully comply with the requirements of the Phase II OSHPD Regulations.

4.2.3 In the event of a conflict or inconsistency between this Article 4 and Article 3 of this Third Amendment, this Article 4 shall prevail.

4.2.4 This Third Amendment is not intended and should not be construed or applied to negate or alter the exclusive authority of OSHPD to review and approve all Phase II Hospital Buildings in Phase II and modifications to Phase I Hospital Buildings resulting from Phase II development in accordance with the Phase II OSHPD Regulations. With respect to any elements of any Phase II Hospital Buildings and modifications to Phase I Hospital Buildings resulting from Phase II development which are specifically subject to review and approval of the ARB, the Planning Commission, or the City Council pursuant to this Third Amendment, in the event of any conflict between the requirements established by OSHPD for such Phase I or Phase II Hospital Buildings and any conditions established by ARB, the Planning Commission, or the City Council, the requirements established by OSHPD shall prevail.

4.2.5 Notwithstanding Sections 4.2.1 through 4.2.4 of this Third Amendment, for the buildings over which OSHPD has jurisdiction, all monetary and/or non-monetary obligations which would otherwise be due to the City under this Development Agreement at the time of issuance of a building permit or Certificate of Occupancy by the City shall be paid to City and/or implemented for the City’s benefit at the time that OSHPD issues a building permit or Certificate of Occupancy, as applicable.

4.3 Phase II Technical City Permit for Phase II Hospital Buildings.

For Phase II Hospital Buildings and modifications to Phase I Hospital Buildings resulting from Phase II development, unless required by OSHPD, Saint John’s shall not be required to apply for, or obtain, any Phase II Technical City Permits or Certificates of Occupancy from the City for any Phase II Hospital Buildings to the extent preempted by Phase II OSHPD Regulations. Notwithstanding the foregoing, any improvements in the public right-of-way will require City review and approval in accordance with Section 4.1.1(b) of this Third Amendment.

ARTICLE 5

EFFECT OF THIRD AMENDMENT ON CITY LAWS AND REGULATIONS

5.1 Development Standards for Phase II; Phase II Existing Regulations. For Phase II Vested Development(s) subject to the Phase II Master Plan Standards (Exhibit “Q”) in accordance with Section 2.6 of this Third Amendment, the following development standards and restrictions set forth in this Section 5.1 of this Third Amendment govern the use and development of Phase II Vested Development(s), and shall constitute the Phase II Existing Regulations, except as otherwise expressly required by this Third Amendment.

5.1.1 Defined Terms. The following terms shall have the meanings set forth below:
39 (a) “Phase II Existing Regulations” collectively means all of the following which are in force and effect as of the Third Amendment Effective Date: (i) the 2022 General Plan (including, without limitation, the 2022 LUCE, as amended by the 2022 LUCE Amendment); (ii) the 2022 Zoning Code except as modified herein; (iii) any and all ordinances, rules, regulations, standards, specifications and official policies of the City governing, regulating or affecting the demolition, grading, design, development, building, construction, occupancy or use of building and improvements or any exactions therefore, except as amended by this Third Amendment; and (iv) the development standards and procedures in Article 2 of this Third Amendment, including the Phase II Master Plan Standards (Exhibit “Q”). (b) “Phase II Subsequent Code Changes” collectively means all of the following which are adopted or approved subsequent to the Third Amendment Effective Date, whether such adoption or approval is by the City Council, any department, division, office, board, commission or other agency of the City, by the people of the City through charter amendment, referendum, initiative or other ballot measure, or by any other method or procedure:
(i) any amendments, revisions, additions or deletions to the Phase II Existing Regulations; or (ii) new codes, ordinances, rules, regulations, standards, specifications and official policies of the City governing or affecting the grading, design, development, construction, occupancy or use of building or improvements or any exactions therefor. Phase II Subsequent Code Changes includes, without limitation, any amendments, revisions or additions to the Phase II Existing Regulations imposing or requiring the payment of any fee, special assessment or tax.

5.1.2 Phase II Existing Regulations. For Phase II Vested Development(s) subject to the Phase II Master Plan Standards (Exhibit “Q”) in accordance with Section 2.6 of this Third Amendment, except as provided in Section 5.2 of this Third Amendment, development of the Phase II Buildings and improvements that will comprise Phase II, including without limitation, the development standards for the demolition, grading, design, development, construction, occupancy or use of such Phase II Buildings and improvements, and any exactions therefor, shall be governed by the Phase II Existing Regulations. The City agrees that this Third Amendment is consistent with the 2022 General Plan, including the 2022 LUCE, as amended by the 2022 LUCE Amendment, as more fully described in the Recitals. Any provisions of the Phase II Existing Regulations inconsistent with the provisions of this Third Amendment, to the extent of such inconsistencies and not further, are hereby deemed modified to that extent necessary to effectuate the provisions of this Third Amendment. Except as provided in this Third Amendment, Phase II Vested Development(s) subject to the Phase II Master Plan Standards (Exhibit “Q”) in accordance with Section 2.6 of this Third Amendment shall be exempt from: (a) all Discretionary Approvals or review by the City or any agency or body thereof, other than the matters of architectural review by the ARB as specified in Section 6.1 of this Third Amendment; (b) the application of any subsequent local development or building moratoria, development or building rationing systems or other restrictions on development which would adversely affect the rate, timing, or phasing of construction of Phase II, and (c) Phase II Subsequent Code Changes which are inconsistent with this Third Amendment.

5.2 Permitted Phase II Subsequent Code Changes.

5.2.1 Applicable Phase II Subsequent Code Changes. Notwithstanding the terms of Section 5.1 of this Third Amendment, this Third Amendment shall not prevent the City 40 from applying to Phase II the following Phase II Subsequent Code Changes set forth in this Section 5.2.1 of this Third Amendment.
(a) Processing fees and charges imposed by the City to cover the estimated actual costs to City of processing applications for development approvals including:
(i) all Phase II application, permit, and processing fees incurred for the processing of this Third Amendment, any Administrative Approval or Discretionary Approval authorized by this Third Amendment, or any amendment to this Third Amendment; (ii) all building plan check and building inspection fees for work on any Phase II Development Site in effect at the time an application for a grading permit or building permit is applied for; (iii) the public works plan check fee and public works inspection fee for public improvements constructed and installed by Saint John’s as part of Phase II; (iv) fees for monitoring compliance with any Phase II development approvals, (v) utility charges, (vi) fees that may be paid in-lieu of satisfying water neutrality (for the avoidance of doubt, this Section 5.2.1(a)(vi) does not preclude Saint John’s from seeking City approval of an undue hardship application in accordance with the terms and conditions in 2022 SMMC 7.16.050(k) or successor thereto), (vii) any environmental impact mitigation measures; provided that such fees and charges are uniformly imposed by the City at similar stages of project development on all similar applications and for all similar monitoring. (b) General or special taxes, including, but not limited to, property taxes, sales taxes, parcel taxes, transient occupancy taxes, business taxes, which may be applied to Phase II or to businesses occupying the Phase II Development Sites; provided that, (i) the tax is of general applicability City-wide and does not burden Phase II disproportionately to other similar developments within the City; and (ii) the tax is not a levy, assessment, fee or tax imposed for the purpose of funding public or private improvements on other property located within the Healthcare Mixed Use and Mixed Use Boulevard Low districts (as defined in the City’s 2022 General Plan as of the Third Amendment Effective Date). (c) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, documentation of findings, records, manner in which hearings are conducted, reports, recommendations, initiation of appeals, and any other matters of procedure; provided such regulations are uniformly imposed by the City on all matters, do not result in any unreasonable decision-making delays and do not affect the substantive findings by the City in approving this Third Amendment or as otherwise established in this Third Amendment. (d) Regulations governing construction standards and specifications which are of general application that establish standards for the construction and installation of structures and associated improvements, including, without limitation, the City’s Building Code, Plumbing Code, Mechanical Code, Electrical Code and Fire Code; provided that such construction standards and specifications are applied on a City-wide basis and do not otherwise limit or impair the Phase II approvals granted in this Third Amendment unless adopted to meet health and safety concerns.
(e) Any City regulations to which Saint John’s has consented in writing, which consent may be withheld by Saint John’s in its sole discretion. (f) Collection of such fees or exactions as are imposed and set by governmental entities not controlled by City but which are required to be collected by City. 41 (g) Wastewater/water connection fees, including capital facility and construction fees, which are adopted by City Council and apply generally throughout the City. (h) Regulations which do not impair the rights and approvals granted to Saint John’s under this Third Amendment. For the purposes of this Section 5.2.1(h), regulations which impair Saint John’s rights or approvals include, but are not limited to, regulations which (i) materially increase the cost of Phase II (except as provided in Section

5.2.1(a)-(g) to this Third Amendment), (ii) would materially delay development of Phase II as provided in this Third Amendment, or (iii) would cause a material change in the uses of Phase II. (i) Generally applicable codes or actions necessary to comply with a declaration of Water Shortage Emergency pursuant to the California Water Code.

5.2.2 New Rules and Regulations. This Third Amendment shall not be construed to prevent the City from applying new rules, regulations and policies in those circumstances specified in Government Code Section 65866.

5.2.3 State or Federal Laws. In the event that state or federal laws or regulations, enacted after the Third Amendment Effective Date, prevent or preclude compliance with one or more of the provisions of this Third Amendment, such provisions of this Third Amendment shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations; provided that this Third Amendment shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce.

5.3 Common Set of Phase II Existing Regulations. Prior to the Third Amendment Effective Date, the City and Saint John’s shall use reasonable efforts to identify, assemble and copy three identical sets of the Phase II Existing Regulations, to be retained by the City and Saint John’s, so that if it becomes necessary in the future to refer to any of the Phase II Existing Regulations, there will be a common set of the Phase II Existing Regulations available to all Parties.

5.4 Conflicting Enactments. Except as provided in Section 5.2 of this Third Amendment:

5.4.1 Phase II Subsequent Code Changes Prior to Phase II Vesting Deadline.

Any Phase II Subsequent Code Change which would conflict in any way with or be more restrictive than the Phase II Existing Regulations shall not be applied by the City to any Phase II Vested Development(s) subject to the Phase II Master Plan Standards (Exhibit “Q”) in accordance with Section 2.6 of this Third Amendment. Saint John’s may, in its sole discretion, give the City written notice of its election to have any Phase II Subsequent Code Change applied to such portion of Phase II as it may have an interest in, in which case such Phase II Subsequent Code Change shall be deemed to be a Phase II Existing Regulation insofar as that portion of Phase II is concerned. If there is any conflict or inconsistency between the terms and conditions of this Third Amendment and the Phase II Existing Regulations, the terms and conditions of this Third Amendment shall control.
42 5.4.2 Phase II Subsequent Code Changes After the Phase II Vesting Deadline.

Any development on a Phase II Development Site that does not qualify as Phase II Vested Development(s) shall be subject to all codes then in effect.

5.5 Timing of Development. The California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that failure of the parties in that case to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over the parties’ agreement. It is the intent of Saint John’s and the City to cure that deficiency by expressly acknowledging and providing that any Phase II Subsequent Code Change that purports to limit over time the rate or timing of development or to alter the sequencing of development phases (whether adopted or imposed by the City Council or through the initiative or referendum process) shall not apply to Phase II Vested Development(s), and shall not prevail over this Third Amendment. In particular, but without limiting any of the foregoing, no numerical restriction shall be placed by the City on the amount of total square feet or the number of buildings, structures, residential units that can be built each year on the Phase II Development Sites except as expressly provided in this Third Amendment.

ARTICLE 6

ARCHITECTURAL REVIEW BOARD, SIGNAGE AND LANDMARKS COMMISSION

REVIEW FOR PHASE II DEVELOPMENT SITES PROCEEDING WITHIN THE PHASE II VESTING DEADLINE ESTABLISHED BY SECTION 2.6 OF THIS THIRD AMENDMENT

6.1 Architectural Review Board Approval. To the extent required by the Santa Monica Municipal Code in effect at the time of design review, Phase II may be subject to review and approval or conditional approval by the ARB. If subject to review and approval by the ARB, the ARB or its designee as specified by the Community Development Director, cannot require modifications to the building design which negate the fundamental development standards established by this Third Amendment. For example, the ARB cannot require reduction in the overall height of any Phase II Building, reduction in the number of stories in any Phase II Building, reduction in density (i.e., number of dwelling units), or reduction in Floor Area.

Decisions of the ARB are appealable to the Planning Commission in accordance with the Phase II Existing Regulations.

6.1.1 Expiration of ARB Approval. Notwithstanding any provisions of the Phase II Existing Regulations, no ARB approval granted with respect to a Phase II Building/development shall expire prior to expiration of the Outside Building Permit Issuance Date for such Phase II Building, including any extensions thereof.

6.2 Phase II Signage. The City and Saint John’s mutually agree that pursuant to Section 9.61.130 of the 2022 Sign Code, sign adjustments are available to vary the terms set forth in 2022 Sign Code Section 9.61.170 (Permitted Signs), Section 9.61.180 (Prohibited Signs), and Section 9.61.190 (Total Sign Area Permitted by District). Signage proposed by Saint John’s for Phase II Development Sites may, without limitation: (i) identify various buildings and services on Phase II and provide for reasonable directional information within the Phase II Development Sites, and (ii) appropriately recognize those persons and organizations that provide financial support for the redevelopment of the Phase II Development Sites. Directional signs for 43 vehicles shall be located at approaches to driveways as required by the City’s Mobility Division or successor thereto.

6.2.1 The City and Saint John’s shall cooperate to establish off-site directional signs in public rights-of-way in the City to assist vehicle access to Phase II Buildings (collectively, the “Phase II Directional Signs”). The Phase II Directional Signs shall be designed to direct traffic to the Phase II Buildings and away from neighborhood streets. The City retains full discretion with respect to the number, placement, size, location and design of the Phase II Directional Signs, and will exercise such discretion reasonably and in accordance with the purpose of this Section 6.2. Phase II Directional Signs are not included in calculating the permitted signage for Phase II under Section 6.2 of this Third Amendment.

6.3 Landmarks Commission Review. In accordance with Section 8.2 of the Original Development Agreement, none of the existing buildings on Phase II Development Sites that existed at the time of adoption of the Original Development Agreement shall be classified or treated as “Landmarks” within the meaning of 2022 SMMC Section 9.56.100. These “1998 Existing Improvements” are the (a) Saint John’s Cancer Institute building located at 2200 Santa Monica Boulevard, (b) vacant multifamily apartment building located at 1417-1423 21st Street, (c) Child and Family Development Center building located at 1339 20th Street, and (d) Saint John’s Foundation (former bank) building located at 2221 Santa Monica Boulevard. Demolition of the 1998 Existing Improvements are exempt from any further Landmarks Commission review.

This Section 6.3 does not modify or eliminate Saint John’s obligation to comply with the Mitigation Measures HIST-1, HIST-2 and HIST-3 included in the Phase II FEIR and also in Exhibit “S” to this Third Amendment.

6.4 Concurrent Processing of Foundation Only Permit. Saint John’s may concurrently process plan check for a foundation only permit (2022 SMMC Section 8.08.060) with ARB design review (2022 SMMC Chapter 9.55) for each Phase II Building; provided, however, that Saint John’s hereby agrees to accept the risk of plan check revisions if necessitated by the outcome of the ARB design review.

6.5 Sections in Effect Prior to the Phase II Vesting Deadline. Sections 6.1 through

6.5 of this Third Amendment shall only be applicable to Phase II Vested Development(s). For development on Phase II Development Sites that does not qualify as Phase II Vested Development(s), Architectural Review Board Approvals, signage approvals, and Landmarks Commission Review shall be applied in accordance with the laws then in effect.

ARTICLE 7

PHASE II TECHNICAL PERMITS

7.1 Definitions. For purposes of this Third Amendment, the following terms shall have the meanings set forth below:

7.1.1 “Phase II Technical City Permits” means any Ministerial Approvals, consents or permits from the City or any office, board, commission, department, division or agency of the City, which are necessary for the actual construction of any Phase II Building or 44 any portion thereof in accordance with this Third Amendment. Technical City Permits include, without limitation, (a) building permits, (b) related mechanical, electrical, plumbing and other technical permits, (c) demolition, excavation and grading permits, (d) off-site improvement permits, (e) encroachment permits, (f) tieback and shoring permits, and (g) temporary and final Certificates of Occupancy.

7.1.2 “Phase II Technical Permit Applications” means any applications required to be filed by Saint John’s for any Phase II Technical City Permits.

7.2 Diligent Action by City.

7.2.1 Upon satisfaction of the conditions set forth in Section 7.3 of this Third Amendment, the City shall accept the Phase II Technical Permit Applications filed by Saint John’s with the City and shall diligently proceed to process such Phase II Technical Permit Applications to completion.

7.2.2 Upon satisfaction of the conditions set forth in Section 7.3 of this Third Amendment, the City shall diligently issue the Phase II Technical City Permits which are the subject of the Phase II Technical Permit Applications.

7.2.3 In accordance with 2022 SMMC Chapter 9.64, the Phase II Multifamily Housing building (S2) shall receive priority building department plan check processing by which housing developments shall have plan check review in advance of other pending developments to the extent authorized by law.

7.3 Conditions for Diligent Action by the City.

7.3.1 Acceptance and Processing of Phase II Technical Permit Applications.

The obligation of the City to accept and diligently process the Phase II Technical Permit Applications which are filed by Saint John’s, and then issue the Phase II Technical City Permits, is subject to the satisfaction of the following conditions:
a) Saint John’s shall have completed and filed all Phase II Technical Permit Applications which are required under the administrative procedures and policies of the City which are in effect on the date when the Phase II Technical Permit Application is filed; provided that such procedures and policies are uniformly in force and effect throughout the City; b) Saint John’s shall have paid all processing and permit fees established by the City in connection with the filing and processing of any Phase II Technical Permit Application which are in effect on the date when the Phase II Technical Permit Application is filed; provided that such fees are uniformly in force and effect throughout the City; and
c) If required for the particular Phase II Technical Permit Application, Saint John’s shall have obtained the approval of the ARB referred to in Section 6.1 of this Third Amendment or, if Section 6.1 is no longer appliable, the then-required design review approval.
45 7.3.2 Issuance of a Phase II Technical City Permit. The obligation of the City to issue a Phase II Technical City Permit which is the subject of a Phase II Technical Permit Application filed by Saint John’s is subject to the satisfaction of the following conditions (and only such conditions and no others):
a) Saint John’s shall have complied with all of its obligations under this Third Amendment which are required to be performed prior to or concurrent with the issuance of the Phase II Technical City Permits for the proposed Phase II Building; b) Saint John’s shall have received any permits or approvals from other governmental agencies which are required by law to be issued prior to or concurrent with the issuance of the Phase II Technical City Permits for the proposed Phase II Building; c) The proposed Phase II Building conforms to the development standards for such building established in this Third Amendment, the Phase II Master Plan Standards (Exhibit “Q”) and/or Phase II Subsequent Code Changes, as applicable. In the event that a proposed Phase II Building is not in conformance with the applicable development standards, Saint John’s shall have the right to seek any relief from such standards under the procedures then generally available to other applicants in the City; and d) The proposed Phase II Building conforms to the Administrative and Technical Construction Codes of the City (Article 8 of the 2022 SMMC) (the “Technical Codes”) in effect on the date that the Phase II Technical Permit Application is filed.

7.3.3 New Technical Requirements. From time to time, the City’s Technical Codes are amended to meet new technical requirements related to techniques of building and construction. If the sole means of achieving compliance for Phase II with such revisions to the Technical Codes made after the Third Amendment Effective Date (“Phase II New Technical Requirements”) would require an increase from the allowable building height established in this Third Amendment for a Phase II Building, then the Community Development Director is hereby authorized to grant Saint John’s limited relief from the allowable building height without amending this Third Amendment if the requested relief is in compliance with the City’s 2022 General Plan. Any such approval shall be granted only after the Community Development Director’s receipt of a written request for such relief from Saint John’s. Saint John’s is required to supply the Community Development Director with written documentation of the fact that compliance with the Phase II New Technical Requirements cannot be achieved by some other method. Any such relief shall only be granted to the extent necessary in the Community Development Director’s determination for Saint John’s to comply with the Phase II New Technical Requirements.

7.4 Duration of Phase II Technical City Permits. The duration of Phase II Technical City Permits issued by the City, and any extensions of the time period during which such Phase II Technical City Permits remain valid, shall be established in accordance with the Phase II Technical Codes in effect at the time that the Phase II Technical City Permits are issued. The lapse or expiration of a Phase II Technical City Permit shall not preclude or impair Saint John’s from subsequently filing another Phase II Technical Permit Application for the same matter during the Term of this Development Agreement, which shall be processed by the City in accordance with the provisions of this Article 7.
46 ARTICLE 8

AMENDMENT AND MODIFICATION OF DEVELOPMENT AGREEMENT
This Article 8 replaces and supersedes Article 10 of the Original Development Agreement, as amended by the First Amendment, in its entirety.

8.1 Amendment and Modification. Subject to the notice and hearing requirements of the applicable Development Agreement Statutes, the Development Agreement may be modified or amended from time to time only with the written consent of Saint John’s and the City or their successors and assigns in accordance with the provisions of the 2022 SMMC and Section 65868 of the California Government Code and this Article 8.

8.2 Minor Modifications. Notwithstanding Section 8.1 of this Third Amendment, except as to any Major Modifications (defined, below), Saint John’s with the approval of the Community Development Director, may make minor changes to the Development Agreement and the Phase II Master Plan Standards (Exhibit “Q”) (“Minor Modifications”) without amending the Development Agreement or the Phase II Master Plan; provided that the Community Development Director makes the following specific findings that the Minor Modifications (i) are consistent with the general intent of this Development Agreement and/or the Phase II Master Plan, as applicable, as approved by the City Council; (ii) are consistent with the provisions, purposes and goals of this Development Agreement and/or the Phase II Master Plan, as applicable; (iii) are not detrimental to the public health, safety, convenience or general welfare; and (iv) will not significantly and adversely affect the public benefits associated with this Development Agreement and/or the Phase II Master Plan, as applicable. The Phase II Master Plan Standards (Exhibit “Q”) identify certain standards that may be modified through a Minor Modification pursuant to this Section 8.2; however, except as to any Major Modifications, the City may consider and approve Minor Modifications for other Phase II Master Plan Standards so long as the potential modification meets the criteria for Minor Modification outlined in this Section 8.2 and does not require a Major Modification pursuant to Section 8.3 of this Third Amendment.

8.3 Major Modifications. For Phase II Vested Development(s), the following shall constitute Major Modifications (“Major Modifications”):

8.3.1 Reduction of any ground floor setback or upper level stepback specified in the Phase II Master Plan Standards (Exhibit “Q”),

8.3.2 Any change in use not consistent with the permitted uses specified in the Phase II Master Plan Standards (Exhibit “Q”) and Section 2.4 of this Third Amendment, or not otherwise permitted under the then applicable Santa Monica Municipal Code,

8.3.3 Any reduction in the number of multifamily housing units specified in the Phase II Master Plan Standards (Exhibit “Q”),

8.3.4 Any reduction in the amount of open space on the South Campus that would cause the cumulative open space on then-developed South Campus sites to be below 35%, 47 8.3.5 Any increase or decrease in the vehicle parking requirements in the Phase II Master Plan Standards (Exhibit “Q”) by more than 10%,

8.3.6 Any change that would substantially reduce or alter the community benefits specified in Exhibit “R-1”, and

8.3.7 Any other change to the Phase II Master Plan Standards (Exhibit “Q”) which the Community Development Director, in his or her discretion, or the Planning Commission in considering a Development Review Permit application for a Phase II Building determines to be a Major Modification.

ARTICLE 9

TERM OF DEVELOPMENT AGREEMENT

9.1 Third Amendment Effective Date. This Third Amendment shall be dated, and the obligations of the Parties hereunder shall be effective as of the date upon which all of the following events have occurred (the “Third Amendment Effective Date”):
(a) The ordinance approving this Third Amendment becomes effective; and (b) The Phase II Master Plan is approved.

9.2 Term. This Section 9.2 replaces and supersedes Section 12.2 of the Original Development Agreement, as amended by the First Amendment, in its entirety.

9.2.1 Term of Agreement. The term of the Development Agreement, including this Third Amendment, shall continue until July 9, 2053 (“Term”) unless the Term is otherwise terminated pursuant to Section 11.4 of this Third Amendment after the satisfaction of all applicable public hearing and related procedural requirements.

9.2.2 Termination Certificate. Upon termination of this Development Agreement, the Parties hereto shall execute an appropriate certificate of termination in recordable form (a “Termination Certificate”), which shall be recorded in the official records of Los Angeles County.

9.2.3 Effect of Termination. Except as expressly provided herein (e.g., Section 3.3.3 of this Third Amendment), none of the Parties’ respective rights and obligations under the Development Agreement, including this Third Amendment, shall survive the Term.

ARTICLE 10

PERIODIC REVIEW OF COMPLIANCE
This Article 10 replaces and supersedes Article 13 of the Original Development Agreement, as amended by the First Amendment, in its entirety.

10.1 City Review. The City shall review compliance with the Development Agreement, as amended by this Third Amendment, once each year (each, a “Periodic Review”), 48 in accordance with this Article 10 in order to determine whether or not Saint John’s is out-ofcompliance with any specific term or provision of this Third Amendment.

10.2 Evidence of Good Faith Compliance. On or before July 1st of each year, Saint John’s shall deliver to the City a written report demonstrating that Saint John’s has been in good faith compliance with the Development Agreement, as amended by this Third Amendment during the prior calendar year. The written report shall be provided in form similar to Saint John’s June 28, 2019 compliance report. For purposes of the Development Agreement, the phrase “good faith compliance” shall mean the following: compliance by Saint John’s with the terms and conditions of this Development Agreement, as amended by this Third Amendment, subject to the existence of any specified Excusable Delays (as defined in Section 15.8 of this Third Amendment) which prevented or delayed the timely performance by Saint John’s of any of its obligations under the Development Agreement, as amended by this Third Amendment.

10.3 Information to be Provided to Saint John’s. Prior to any public hearing concerning the Periodic Review of the Development Agreement, as amended by this Third Amendment, the City shall deliver to Saint John’s a copy of all staff reports prepared in connection with a Periodic Review, written comments from the public and, to the extent practical, all related exhibits concerning such Periodic Review. If the City delivers to Saint John’s a Notice of Breach pursuant to Section 11.1 of this Third Amendment, the City shall concurrently deliver to Saint John’s a copy of all staff reports prepared in connection with such Notice of Breach, all written comments from the public and all related exhibits concerning such Notice of Breach.

10.4 Notice of Breach; Cure Rights. If during any Periodic Review, the City reasonably concludes on the basis of substantial evidence that Saint John’s has not demonstrated that it is in good faith compliance with the Development Agreement, as amended by this Third Amendment, then the City may issue and deliver to Saint John’s a written Notice of Breach pursuant to Section 11.1, of this Third Amendment, and Saint John’s shall have the opportunity to cure the default identified in the Notice of Breach during the cure periods and in the manner provided by Section 11.1.2 and Section 11.1.3 of this Third Amendment, as applicable.

10.5 Failure of Periodic Review. The City’s failure to review at least annually compliance by Saint John’s with the terms and conditions of the Development Agreement, as amended by this Third Amendment, shall not constitute or be asserted by any Party as a Breach by any other Party of the Development Agreement, as amended by this Third Amendment.

10.6 Termination of Development Agreement. If Saint John’s fails to timely cure any material item(s) of non-compliance set forth in a Notice of Breach, then the City shall have the right, but not the obligation, to initiate proceedings for the purpose of terminating the Development Agreement pursuant to Section 11.4 of this Third Amendment.

10.7 City Cost Recovery. Following completion of each Periodic Review, Saint John’s shall reimburse the City for its actual and reasonable costs incurred in connection with such review after provision of an invoice by the City.

ARTICLE 11
49 DEFAULT
This Article 11 replaces and supersedes Article 14 of the Original Development Agreement, as amended by the First Amendment, in its entirety.

11.1 Notice and Cure.

11.1.1 Breach. If either Party fails to substantially perform any term, covenant or condition of the Development Agreement which is required on its part to be performed (a “Breach”), the non-defaulting Party shall have those rights and remedies provided in the Development Agreement; provided that such non-defaulting Party has first sent a written notice of Breach (a “Notice of Breach”), in the manner required by Section 15.1 of this Third Amendment, specifying the precise nature of the alleged Breach (including references to pertinent sections of this Development Agreement and the Phase II Existing Regulations or Phase II Subsequent Code Changes alleged to have been breached), and the manner in which the alleged Breach may satisfactorily be cured. If the City alleges a Breach by Saint John’s, the City shall also deliver a copy of the Notice of Breach to any Secured Lender of Saint John’s which has delivered a Request for Notice to the City in accordance with Article 12 of this Third Amendment.

11.1.2 Monetary Breach. In the case of a monetary Breach by Saint John’s, Saint John’s shall promptly commence to cure the identified Breach and shall complete the cure of such Breach within sixty (60) days after receipt by Saint John’s of the Notice of Breach; provided that if such monetary Breach is the result of an Excusable Delay or the cure of the same is delayed as a result of an Excusable Delay, Saint John’s shall deliver to the City reasonable evidence of the Excusable Delay.

11.1.3 Non-Monetary Breach. In the case of a non-monetary Breach by either Party, the alleged defaulting Party shall promptly commence to cure the identified Breach and shall diligently prosecute such cure to completion; provided that the defaulting Party shall complete such cure within thirty (30) days after receipt of the Notice of Breach or provide evidence of Excusable Delay that prevents or delays the completion of such cure. The thirty (30) day cure period for a non-monetary Breach shall be extended as is reasonably necessary to remedy such Breach; provided that the alleged defaulting Party commences such cure promptly after receiving the Notice of Breach and continuously and diligently pursues such remedy at all times until such Breach is cured.

11.1.4 Excusable Delay. Notwithstanding anything to the contrary contained in the Development Agreement, the City’s exercise of any of its rights or remedies under this Article 11 shall be subject to the provisions regarding Excusable Delay in Section 15.8 of this Third Amendment.

11.2 Remedies for Monetary Default. If there is a Breach by Saint John’s in the performance of any of its monetary obligations under this Development Agreement which remains uncured (a) sixty (60) days after receipt by Saint John’s of a Notice of Breach from the City, and (b) after expiration of Secured Lender’s Cure Period under Section 12.1.3(b) of this Third Amendment (if a Secured Lender of Saint John’s has delivered a Request for Notice to the City in accordance with Section 12.1.3(a) of this Third Amendment), then an “Event of 50 Monetary Default” shall have occurred by Saint John’s and the City shall have available any right or remedy provided in this Development Agreement, at law or in equity. All of said remedies shall be cumulative and not exclusive of one another, and the exercise of any one or more of said remedies shall not constitute a waiver or election in respect to any other available remedy.

11.3 Remedies for Non-Monetary Default.

11.3.1 Remedies of Parties. If any Party receives a Notice of Breach from the other Party regarding a non-monetary Breach, and the non-monetary Breach remains uncured:
(a) after expiration of all applicable notice and cure periods, and (b) in the case of a Breach by Saint John’s, after the expiration of Secured Lender’s Cure Period under Section 12.1.3(b) of this Third Amendment (if a Secured Lender of Saint John’s has delivered a Request for Notice to the City in accordance with Section 12.1.3(a) of this Third Amendment), then an “Event of NonMonetary Default” shall have occurred and the non-defaulting Party shall have available any right or remedy provided in this Development Agreement, or provided at law or in equity except as prohibited by this Development Agreement. All of said remedies shall be cumulative and not exclusive of one another, and the exercise of any one or more of said remedies shall not constitute a waiver or election in respect to any other available remedy.

11.3.2 Specific Performance. The City and Saint John’s acknowledge that monetary damages and remedies at law generally are inadequate and that specific performance is an appropriate remedy for the enforcement of this Development Agreement. Therefore, unless otherwise expressly provided herein, the remedy of specific performance shall be available to the non-defaulting Party if the other Party causes an Event of Non-Monetary Default to occur.

11.3.3 Writ of Mandate. The City and Saint John’s hereby stipulate that Saint John’s shall be entitled to obtain relief in the form of a writ of mandate in accordance with Code of Civil Procedure Section 1085 or Section 1094.5, as appropriate, to remedy any Event of NonMonetary Default by the City of its obligations and duties under this Development Agreement.

Nothing in this Section 11.3.3, however, is intended to alter the evidentiary standard or the standard of review applicable to any action of, or approval by, the City pursuant to this Development Agreement or with respect to the Project.

11.3.4 No Damages Relief Against City. It is acknowledged by Saint John’s that the City would not have entered into this Development Agreement if the City were to be liable in damages under or with respect to this Development Agreement or the application thereof.

Consequently, and except for the payment of attorneys’ fees and court costs, the City shall not be liable in damages to Saint John’s and Saint John’s covenants on behalf of itself and its successors in interest not to sue for or claim any damages:
a) for any default under the Development Agreement;
b) for the regulatory taking, impairment or restriction of any right or interest conveyed or provided hereunder or pursuant hereto; or c) arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Development Agreement.
51 The City and Saint John’s agree that the provisions of this Section 11.3.4 do not apply for damages which:
(a) do not arise under this Development Agreement;
(b) are not with respect to any right or interest conveyed or provided under this Development Agreement or pursuant to this Development Agreement; or (c) do not arise out of or which are not connected to any dispute, controversy, or issue regarding the application, interpretation, or effect of the provisions of this Development Agreement or the application of any City rules, regulations, or official policies.

11.3.5 Enforcement by the City. The City, at its discretion, shall be entitled to apply the remedies set forth in Chapters 1.09 and 1.10 of the 2022 SMMC as the same may be amended from time to time and shall follow the notice procedures of Chapter 1.09 and 1.10 of the 2022 SMMC respectively, in lieu of Section 11.1 of this Third Amendment if these remedies are applied.

11.3.6 No Damages Against Saint John’s. It is acknowledged by the City that Saint John’s would not have entered into this Development Agreement if Saint John’s were to be liable in damages in connection with any non-monetary default hereunder. Consequently, and except for the payment of attorneys’ fees and court costs, Saint John’s shall not be liable in damages to the City for any nonmonetary default and the City covenants on behalf of itself not to sue for or claim any damages:
(a) for any non-monetary default hereunder; or
(b) arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Development Agreement.

The City and Saint John’s agree that the provisions of this Section 11.3.6 do not apply for damages which:
(a) are for a monetary default; or
(b) do not arise out of or which are not connected with any dispute, controversy or issue regarding the application, interpretation, or effect of the provisions of this Development Agreement to or the application of, any City rules, regulations, or official policies; or
(c) constitute Damages which arise under Section 14.1 of this Third Amendment.

11.3.7 No Other Limitations. Except as expressly set forth in this Section 11.3, the provisions of this Section 11.3 shall not otherwise limit any other rights, remedies, or causes of action that either the City or Saint John’s may have at law or equity after the occurrence of any Event of Non-Monetary Default.
52 11.4 Modification or Termination of Agreement by City.

11.4.1 Default by Saint John’s. If Saint John’s causes either an Event of Monetary Default or an Event of Non-Monetary Default, then the City may commence proceedings to modify or terminate this Development Agreement pursuant to this Section 11.4.

11.4.2 Procedure for Modification or Termination. The procedures for modification or termination of this Development Agreement by the City for the grounds set forth in Section 11.4.1 of this Third Amendment are as follows:
a) The City shall provide a written notice to Saint John’s (and to any Secured Lender of Saint John’s which has delivered a Request for Notice to the City in accordance of Section 12.1.3(a) of this Third Amendment) of its intention to modify or terminate this Development Agreement unless Saint John’s (or the Secured Lender) cures or corrects the acts or omissions that constitute the basis of such determinations by the City (a “Hearing Notice”). The Hearing Notice shall be delivered by the City to Saint John’s in accordance with Section 15.1 of this Third Amendment and shall contain the time and place of a public hearing to be held by the City Council on the determination of the City to proceed with modification or termination of this Development Agreement. The public hearing shall not be held earlier than (i) thirty-one (31) days after delivery of the Hearing Notice to Saint John’s or (ii) if a Secured Lender has delivered a Request for Notice in accordance with Section 12.1.3(a) of this Third Amendment, the day following the expiration of the Secured Lender Cure Period (as defined in Section 12.1.3(b) of this Third Amendment).
b) If, following the conclusion of the public hearing, the City Council: (i) determines that an Event of Non-Monetary Default has occurred or Saint John’s has not been in good faith compliance with this Development Agreement pursuant to Section 10.1 of this Third Amendment and (ii) further determines that Saint John’s (or the Secured Lender, if applicable) has not cured (within the applicable cure periods) the acts or omissions that constitute the basis of the determination under clause (i) above, or if those acts or omissions could not be reasonably remedied prior to the public hearing that Saint John’s (or the Secured Lender) has not in good faith commenced to cure or correct such acts or omissions prior to the public hearing or is not diligently and continuously proceeding therewith to completion, then upon making such conclusions, the City Council may modify or terminate this Development Agreement. The City cannot unilaterally modify the provisions of this Development Agreement pursuant to this Section 11.4. Any such modification requires the written consent of Saint John’s. If the City Council does not terminate this Development Agreement, but proposes a modification to this Development Agreement as a result of the public hearing and Saint John’s does not (within five (5) days of receipt) execute and deliver to the City the form of modification of this Third Amendment submitted to Saint John’s by the City, then the City Council may elect to terminate this Development Agreement at any time after the sixth (6th) day after Saint John’s receipt of such proposed modification.

11.5 Cessation of Rights and Obligations. If this Development Agreement is terminated by the City pursuant to and in accordance with Section 11.4 of this Third Amendment, the rights, duties and obligations of the Parties under this Development Agreement shall cease as of the date of such termination, except only for those rights and obligations that expressly survive the termination of this Development Agreement. In such event, any and all 53 benefits, including money received by the City prior to the date of termination, shall be retained by the City.

11.6 Completion of Improvements. Notwithstanding the provisions of Sections 11.2,

11.3, 11.4, and 11.5 of this Third Amendment, if prior to termination of this Development Agreement, Saint John’s has satisfied the community benefits owed to the City under this Agreement as a condition to issuance of a building permit and performed substantial work and incurred substantial liabilities in good faith reliance upon a building permit issued by the City, then Saint John’s shall have acquired a vested right to (a) complete construction of the applicable Phase II Vested Development(s) in accordance with the terms of the building permit and this Development Agreement, subject to its continuing obligations to construct Phase II Vested Development(s) with all significant project features and satisfy all outstanding community benefits pursuant to Section 2.12, and (b) occupy or use each such Phase II Building(s) that are part of a Phase II Vested Development upon completion for the uses permitted for that Phase II Building(s) as provided in this Development Agreement. Any Phase II Building completed or occupied pursuant to this Section 11.6 shall be considered legal non-conforming subject to all City ordinances standards and policies as they then exist governing legal non-conforming buildings and uses unless the Phase II Building otherwise complies with the property development standards for the district in which it is located and the use is otherwise permitted or conditionally permitted in the district.

ARTICLE 12

MORTGAGEES
This Article 12 replaces and supersedes Article 15 of the Original Development Agreement, as amended by the First Amendment, in its entirety.

12.1 Encumbrances on the Campus Property. This Development Agreement shall not prevent or limit Saint John’s (in its sole discretion), from encumbering the Campus Property (in any manner) or any portion thereof or any improvement thereon by any mortgage, deed of trust, assignment of rents or other security device securing financing with respect to the Campus Property (a “Mortgage”). Each mortgagee of a mortgage or a beneficiary of a deed of trust (each, a “Secured Lender”) on the Campus Property shall be entitled to the rights and privileges set forth in this Article 12. Any Secured Lender may require from the City certain interpretations of this Development Agreement. The City shall from time to time, upon request made by Saint John’s, meet with Saint John’s and representatives of each of its Secured Lenders to negotiate in good faith any Secured Lender’s request for interpretation of any part of this Development Agreement. The City will not unreasonably withhold, condition or delay the delivery to a Secured Lender of the City’s written response to any such requested interpretation.

12.1.1 Mortgage Not Rendered Invalid. Except as provided in Section 12.1.2 of this Third Amendment, neither entering into this Development Agreement nor a Breach of this Development Agreement, nor any Event of Monetary Default nor any Event of Non-Monetary Default shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value.
54 12.1.2 Priority of Third Amendment. This Development Agreement shall be superior and senior to the lien of any Mortgage. Any acquisition or acceptance of title or any right or interest in or with respect to the Campus Property or any portion thereof by a Secured Lender or its successor in interest (whether pursuant to foreclosure, trustee’s sale, deed in lieu of foreclosure, lease termination or otherwise) shall be subject to all of the terms and conditions of this Development Agreement.

12.1.3 Right of Secured Lender to Cure Default.
a) A Secured Lender may give notice to the City, specifying the name and address of such Secured Lender and attaching thereto a true and complete copy of the Mortgage held by such Secured Lender, specifying the portion of the Campus Property that is encumbered by the Secured Lender’s lien (a “Request for Notice”). If the Request for Notice has been given, at the same time the City sends to Saint John’s any Notice of Breach or Hearing Notice under this Development Agreement, then if such Notice of Breach or Hearing Notice affects the portion of the Campus Property encumbered by the Secured Lender’s lien, the City shall send to such Secured Lender a copy of each such Notice of Breach and each such Hearing Notice from the City to Saint John’s. The copy of the Notice of Breach or the Hearing Notice sent to the Secured Lender pursuant to this Section 12.1.3(a) shall be addressed to such Secured Lender at its address last furnished to the City. The period within which a Secured Lender may cure a particular Event of Monetary Default or Event of Non-Monetary Default shall not commence until three (3) days after the City has sent to the Secured Lender such copy of the applicable Notice of Breach or Hearing Notice.
b) After a Secured Lender has received a copy of such Notice of Breach or Hearing Notice, such Secured Lender shall thereafter have a period of time (in addition to any notice and/or cure period afforded to Saint John’s under this Development Agreement) equal to: (a) twenty (20) days in the case of any Event of Monetary Default, and (b) thirty (30) days in the case of any Event of Non-Monetary Default, during which period the Secured Lender may provide a remedy or cure of the applicable Event of Monetary Default or may provide a remedy or cure of the applicable Event of Non-Monetary Default; provided that if the cure of the Event of Non-Monetary Default cannot reasonably be completed within thirty (30) days, Secured Lender may, within such thirty (30)-day period, commence to cure the same and thereafter diligently prosecute such cure to completion (a “Secured Lender’s Cure Period”). If Saint John’s has caused an Event of Monetary Default or an Event of NonMonetary Default, then each Secured Lender shall have the right to remedy such Event of Monetary Default or an Event of Non-Monetary Default, as applicable, or to cause the same to be remedied prior to the conclusion of the Secured Lender’s Cure Period and otherwise as herein provided. The City shall accept performance by any Secured Lender of any covenant, condition, or agreement on Saint John’s part to be performed hereunder with the same force and effect as though performed by Saint John’s.
c) The period of time given to the Secured Lender to cure any Event of Monetary Default or an Event of Non-Monetary Default by Saint John’s which reasonably requires that said Secured Lender be in possession of the Campus Property to do so, shall be deemed extended to include the period of time reasonably required by said Secured Lender to obtain such possession (by foreclosure, the appointment of a receiver or otherwise) promptly and with due diligence; provided that during such period all other obligations of Saint John’s under 55 this Development Agreement, including, without limitation, payment of all amounts due, are being duly and promptly performed.

12.1.4 Secured Lender Not Obligated Under this Development Agreement. a) No Secured Lender shall have any obligation or duty under this Development Agreement to perform the obligations of Saint John’s or the affirmative covenants of Saint John’s hereunder or to guarantee such performance unless and until such time as a Secured Lender takes possession or becomes the owner of the estate covered by its Mortgage. If the Secured Lender takes possession or becomes the owner of any portion of the Campus Property, then from and after that date, the Secured Lender shall be obligated to comply with all provisions of this Development Agreement; provided that the Secured Lender shall not be responsible to the City for any unpaid monetary obligations of Saint John’s that accrued prior to the date the Secured Lender became the fee owner of the applicable portion of the Campus Property.
b) Nothing in Section 12.1.4(a) of this Third Amendment is intended, nor should be construed or applied, to limit or restrict in any way the City’s authority to terminate this Development Agreement, as against any Secured Lender as well as against Saint John’s if any curable Event of Monetary Default or an Event of Non-Monetary Default is not completely cured within the Secured Lender’s Cure Period.

ARTICLE 13

TRANSFERS AND ASSIGNMENTS
This Article 13 replaces and supersedes Article 16 of the Original Development Agreement, as amended by the First Amendment, in its entirety.

13.1 Transfers and Assignments.

13.1.1 Not Severable from Ownership Interest in Campus Property. The Development Agreement shall not be severable from Saint John’s interest in any of the Campus Property and any transfer of the Campus Property or any portion thereof shall automatically operate to transfer the benefits and burdens of the Development Agreement with respect to the transferred property or transferred portions, as applicable.

13.1.2 Transfer Rights. Saint John’s may freely sell, transfer, exchange, hypothecate, encumber or otherwise dispose of its interest in the Campus Property or any parcels thereof, without the consent of the City. Saint John’s shall, however, give written notice to the City, in accordance with Section 15.1 of this Third Amendment, of any transfer of the Campus Property, disclosing in such notice, (a) the identity of the transferee of the property (the “Property Transferee”) and (b) the address of the Property Transferee, as applicable.

13.2 Release Upon Transfer. Upon the sale, transfer, exchange or hypothecation of the rights and interests of Saint John’s in any of the Campus Property, Saint John’s shall be released from its obligations under the Development Agreement to the extent of such sale, transfer or exchange with respect to the Campus Property if: (a) Saint John’s has provided no less than thirty (30) days written notice of such transfer to City; (b) the Property Transferee executes and 56 delivers to City a written agreement in which the Property Transferee expressly and unconditionally assumes all of the obligations of Saint John’s under this Development Agreement with respect to the Campus Property in the form of Exhibit “T” attached hereto (the “Assignment and Assumption Agreement”); and (c) there is no outstanding Notice of Breach from the City to Saint John’s that has not been cured at the time of sale, transfer, exchange or hypothecation. Upon such transfer of the Campus Property and the express assumption of Saint John’s obligations under the Development Agreement by the Property Transferee, the City agrees to look solely to the Property Transferee for compliance with the provisions of the Development Agreement. Any such Property Transferee shall be entitled to the benefits of this Development Agreement as “Saint John’s” hereunder and shall be subject to the obligations of this Development Agreement. Failure to deliver a written Assignment and Assumption Agreement hereunder shall not affect the transfer of the benefits and burdens as provided in Section 13.1 of this Third Amendment, provided that the transferor shall not be released from its obligations hereunder unless and until the executed Assignment and Assumption Agreement is delivered to the City. Notwithstanding any transfer contemplated in this Section 13.2, if Saint John’s transfers a portion of the Campus Property and retains ownership of other portions of the Campus Property, Saint John’s shall retain responsibility for performance of the Community Benefits required in Exhibit “R-1”.

ARTICLE 14

INDEMNITY TO CITY
This Article 14 replaces and supersedes Article 17 of the Original Development Agreement, as amended by the First Amendment, in its entirety.

14.1 Indemnity. Saint John’s agrees to and shall defend, indemnify and hold harmless the City, its City Council, boards and commissions, officers, agents, employees, volunteers and other representatives (collectively referred to as “City Indemnified Parties”) from and against any and all loss, liability, damages, cost, expense, claims, demands, suits, attorney’s fees and judgments (collectively referred to as “Damages”), including but not limited to claims for damage for personal injury (including death) and claims for property damage arising directly or indirectly from the following: (1) for any act or omission of Saint John’s or of its officers, board members, agents, employees, volunteers, contractors, subcontractors or other persons acting on its behalf (collectively referred to as the “Saint John’s Parties”) which occurs during the Term and relates to this Development Agreement; and (2) for any act or omission related to the operations of Saint John’s Parties, including but not limited to the maintenance and operation of areas on the Campus Property accessible to the public. Saint John’s obligation to defend, indemnify and hold harmless applies to all actions and omissions of Saint John’s Parties as described above caused or alleged to have been caused in connection with the Development Agreement, except to the extent any Damages are caused by the active negligence or willful misconduct of any City Indemnified Parties. This Section 14.1 applies to all Damages suffered or alleged to have been suffered by the City Indemnified Parties regardless of whether or not the City prepared, supplied or approved plans or specifications or both for the Project.

14.2 City’s Right to Defense. The City shall have the right to approve legal counsel retained by Saint John’s to defend any claim, action or proceeding which Saint John’s is 57 obligated to defend pursuant to Section 14.1 of this Third Amendment, which approval shall not be unreasonably withheld, conditioned or delayed. If any conflict of interest results during the mutual representation of the City and Saint John’s in defense of any such action, or if the City is reasonably dissatisfied with legal counsel retained by Saint John’s, the City shall have the right, at Saint John’s costs and expense, (a) to have the City Attorney undertake and continue the City’s defense, or (b) with Saint John’s approval, which shall not be reasonably withheld or delayed, to select separate outside legal counsel to undertake and continue the City’s defense.

ARTICLE 15

GENERAL PROVISIONS
Except as provided in this Article 15, this Article 15 replaces and supersedes Article 18 of the Original Development Agreement, as amended by the First Amendment and Second Amendment.

15.1 Notices. Formal notices, demands and communications between the Parties shall be deemed sufficiently given if delivered to the principal offices of the City or Saint John’s, as applicable, by (i) personal service, or (ii) express mail, Federal Express, or other similar overnight mail or courier service, regularly providing proof of delivery, or (iii) registered or certified mail, postage prepaid, return receipt requested, or (iv) facsimile (provided that any notice delivered by facsimile is followed by a separate notice sent within twenty-four (24) hours after the transmission by facsimile delivered in one of the other manners specified above). Such notice shall be addressed as follows:

To City:

City of Santa Monica
1685 Main Street, Room 204
Santa Monica, CA 90401
Attention: City Manager
Fax: 310-917-6640
With a Copy to:

City of Santa Monica
1685 Main Street, Room 212
Santa Monica, CA 90401
Attn: Community Development Director
Fax: 310-458-3380

To Saint John’s:

Providence Saint John’s Health Center
2121 Santa Monica Boulevard
Santa Monica, California 90404
Attn: Chief Executive Officer
58 With a Copy to:

Providence St. Joseph Health
Senior Corporate Counsel - Real Estate
1801 Lind Avenue SW
Renton, Washington 98057
With a Copy to:

Harding, Larmore, Kutcher & Kozal, LLP
1250 Sixth Street, Suite 200
Santa Monica, California 90401
Attn: Paula J. Larmore
Notice given in any other manner shall be effective when received by the addressee. Any Party may change the addresses for delivery of notices to such Party by delivering notice to the other Party in accordance with this provision.

15.2 Entire Development Agreement; Conflicts. The Development Agreement, including the Original Development Agreement as amended by the First Amendment, Second Amendment, and this Third Amendment, represents the entire agreement of the Parties. The Development Agreement, including the Original Development Agreement as amended by the First Amendment, Second Amendment, and this Third Amendment, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. Should any or all of the provisions of this Third Amendment be found to be in conflict with any other provision or provisions found in the Phase II Existing Regulations, then the provisions of this Third Amendment shall prevail.

15.3 Binding Effect. The Parties intend that the provisions of this Development Agreement shall constitute covenants which shall run with the land comprising the Campus Property during the Term for the benefit thereof and that the burdens and benefits thereof shall bind and inure to the benefit of all successors-in-interest to the Parties hereto in accordance with Article 13. Every Party who now or hereafter owns or acquires any right, title, or interest in or to any portion of the Campus Property during the Term is and shall be conclusively deemed to have consented and agreed to every provision contained herein, to the extent relevant to said right, title or interest, whether or not any reference to this Development Agreement is contained in the instrument by which such person acquired an interest in the Campus Property.

15.4 Development Agreement Not for Benefit of Third Parties. The Development Agreement is made and entered into for the sole protection and benefit of Saint John’s and the City and their respective successors and assigns. No other person shall have any right of action based upon any provision of this Development Agreement.

15.5 No Partnership or Joint Venture. Nothing in the Development Agreement shall be deemed to create a partnership or joint venture between the City and Saint John’s or to render either Party liable in any manner for the debts or obligations of the other. 59 15.6 Estoppel Certificates. Either Party and any Secured Lender may, at any time, and from time to time, deliver written notice to the other Party requesting such Party to certify in writing (each, an “Estoppel Certificate”): (a) that this Development Agreement is in full force and effect, (b) that this Development Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments, (c) whether or not, to the knowledge of the responding Party, the requesting Party is in Breach or claimed Breach in the performance of its obligations under this Development Agreement , and, if so, describing the nature and amount of any such Breach or claimed Breach, and (d) whether or not, to the knowledge of the responding Party, any event has occurred or failed to occur which, with the passage of time or the giving of notice, or both, would constitute an Event of Monetary Default or an Event of NonMonetary Default and, if so, specifying each such event. A Party receiving a request for an Estoppel Certificate shall execute and return such Estoppel Certificate within thirty (30) days following the receipt of the request therefor. If the party receiving the request hereunder does not execute and return the Estoppel Certificate in such thirty (30)-day period and if circumstances are such that the Party requesting the notice requires such notice as a matter of reasonable business necessity, the Party requesting the notice may seek a second request which conspicuously states “FAILURE TO EXECUTE THE REQUESTED ESTOPPEL CERTIFICATE WITHIN FIFTEEN (15) DAYS SHALL BE DEEMED WAIVER PURSUANT TO SECTIONS 15.6 AND 15.13 OF THE THIRD AMENDMENT TO THE DEVELOPMENT AGREEMENT” and which sets forth the business necessity for a timely response to the estoppel request. If the Party receiving the second request fails to execute the Estoppel Certificate within such fifteen (15)-day period, it shall be conclusively deemed that the Development Agreement is in full force and effect and has not been amended or modified orally or in writing, and that there are no uncured Defaults under this Development Agreement or any events which, with passage of time of giving of notice, of both, would constitute a Default under the Development Agreement. The City Manager shall have the right to execute any Estoppel Certificate requested by Saint John’s under this Development Agreement. The City acknowledges that an Estoppel Certificate may be relied upon by any Property Transferee, Secured Lender or other party. The Estoppel Certificate shall be provided in lieu of zoning compliance letters authorized pursuant to 2022 SMMC Section 9.38.020(E), or any successor thereto.

15.7 Time. Time is of the essence for each provision of this Development Agreement of which time is an element.

15.8 Excusable Delays.

15.8.1 In addition to any specific provisions of this Development Agreement, non-performance by Saint John’s of its obligations under this Development Agreement shall be excused when it has been prevented or delayed in such performance by reason of any act, event or condition beyond the reasonable control of Saint John’s (collectively, “Excusable Delays”) for any of the following reasons:
a) War, insurrection, walk-outs, riots, acts of terrorism, floods, earthquakes, fires, casualties, acts of God, or similar grounds for excused performances; b) Governmental restrictions or moratoria imposed by the City or by other governmental entities or the enactment of conflicting State or Federal laws or regulations; 60 c) The imposition of injunctive relief, restraining orders, restrictions or moratoria by judicial decisions or by litigation, contesting the validity, or seeking the enforcement or clarification of, this Development Agreement or the Phase II FEIR related to the Project whether instituted by Saint John’s, the City or any other person or entity, or the filing of a lawsuit by any Party arising out of this Development Agreement, the Phase II FEIR, the corresponding Mitigation Monitoring Program, the Statement of Overriding Considerations or any permit or approval Saint John’s deems necessary or desirable for the implementation of the Project;
d) The institution of a referendum pursuant to Government Code Section 65867.5 or a similar public action seeking to in any way invalidate, alter, modify or amend the ordinance adopted by the City Council approving and implementing this Development Agreement;
e) Inability to secure necessary labor, materials or tools, due to strikes, lockouts, or similar labor disputes, or due to a global pandemic; and f) Failure of the City to timely perform its obligations hereunder, including its obligations under Section 7.2 of this Third Amendment

15.8.2 Under no circumstances shall the inability of Saint John’s to secure financing be an Excusable Delay to the obligations of Saint John’s except to the extent the inability to secure financing is directly associated with war, insurrection, walk-outs, riots, acts of terrorism, floods, earthquakes, fires, casualties, acts of God, or similar grounds beyond the control of Saint John’s.

15.8.3 In order for an extension of time to be granted for any Excusable Delay, Saint John’s must deliver to the City written notice of the commencement of the Excusable Delay within sixty (60) days after the date on which Saint John’s becomes aware of the existence of the Excusable Delay. The extension of time for an Excusable Delay shall be for the actual period of the delay.

15.8.4 Nothing contained in this Section 15.8 is intended to modify the terms of either Section 5.1.2 or Section 5.5 of this Third Amendment.

15.9 Governing Law. This Development Agreement shall be governed exclusively by the provisions hereof and by the laws of the State of California, without regard to any choice of law provisions thereof.

15.10 Cooperation in Event of Legal Challenge to Development Agreement. If there is any court action or other proceeding commenced that includes any challenge to the validity, enforceability or any term or provision of this Development Agreement, the Phase II FEIR, and/or any other City approvals contemplated by this Agreement, then Saint John’s shall indemnify, hold harmless, pay all costs actually incurred, and provide defense in said action or proceeding, with counsel reasonably satisfactory to both the City and Saint John’s. The City shall cooperate with Saint John’s in any such defense as Saint John’s may reasonably request.

15.11 Attorneys’ Fees. If any Party commences any action for the interpretation, enforcement, termination, cancellation or rescission of this Development Agreement or for 61 specific performance for the Breach of this Development Agreement, the prevailing Party shall be entitled to its reasonable attorneys’ fees, litigation expenses and costs. Attorneys’ fees shall include attorneys’ fees on any appeal as well as any attorneys’ fees incurred in any postjudgment proceedings to collect or enforce the judgment. Such attorneys’ fees shall be paid whether or not such action is prosecuted to judgment. In any case where this Development Agreement provides that the City or Saint John’s is entitled to recover attorneys’ fees from the other, the Party so entitled to recover shall be entitled to an amount equal to the fair market value of services provided by attorneys employed by it as well as any attorneys’ fees actually paid by it to third Parties. The fair market value of the legal services for public attorneys shall be determined by utilizing the prevailing billing rates of comparable private attorneys.

15.12 Recordation. The Parties shall cause this Third Amendment to be recorded against title to all of the parcels that comprise the Campus Property in the Official Records of the County of Los Angeles. The cost, if any, of recording this Third Amendment shall be borne by Saint John’s.

15.13 No Waiver. No waiver of any provision of this Development Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought and referring expressly to this Section 15.13. No delay or omission by either Party in exercising any right or power accruing upon non-compliance or failure to perform by the other Party under any of the provisions of this Development Agreement shall impair any such right or power or be construed to be a waiver thereof, except as expressly provided herein. No waiver by either Party of any of the covenants or conditions to be performed by the other Party shall be construed or deemed a waiver of any succeeding Breach or nonperformance of the same or other covenants and conditions hereof of this Development Agreement.

15.14 Construction of this Development Agreement. The Parties agree that each Party and its legal counsel have reviewed and revised this Development Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Development Agreement or any amendments or exhibits thereto.

15.15 Other Governmental Approvals. Saint John’s may apply for such other permits and approvals as may be required for development of the Project in accordance with this Development Agreement from other governmental or quasi-governmental agencies having jurisdiction over the Campus Property. The City shall reasonably cooperate with Saint John’s in its endeavors to obtain such permits and approvals.

15.15.1 Further Assurances; Covenant to Sign Documents. Each Party shall take all actions and do all things, and execute, with acknowledgment or affidavit, if required, any and all documents and writings, which may be necessary or proper to achieve the purposes and objectives of this Development Agreement.

15.15.2 Processing. Upon satisfactory completion by Saint John’s of all required preliminary actions and payments of appropriate processing fees, if any, the City shall, subject to all legal requirements, promptly initiate, diligently process, and complete at the earliest possible time all required steps, and expeditiously act upon any approvals and permits necessary for the 62 development by Saint John’s of the Project in accordance with this Development Agreement, including, but not limited to, the following:
a) the processing of applications for and issuing of all Discretionary Approvals and Administrative Approvals requiring the exercise of judgment and deliberation by City;
b) the holding of any required public hearings; and
c) the processing of applications for and issuing of all Phase II City Technical Permits requiring the determination of conformance with the Phase II Existing Regulations.

15.15.3 No Revocation. The City shall not revoke or subsequently disapprove any approval or future approval for the development of the Project or the Campus Property once issued by the City provided that the development of the Project or the Campus Property is in accordance with such approval. Any revocation or subsequent disapproval by the City shall state in writing the reasons why the development of the Project or the Property is not deemed to be in accordance with such approval and the suggested actions to be taken in order for approval to be granted.

15.15.4 Processing During Third Party Litigation. If any third-party lawsuit is filed against the City or Saint John’s relating to this Development Agreement, the Phase II FEIR, Phase II Development Applications, or to other development issues affecting the Campus Property, the City shall not delay or stop the processing, approval or Saint John’s construction on the Campus Property, or issuance of the Technical City Permits or Phase II City Technical Permits, unless and until the third party obtains a valid court order preventing the activity. The City shall not stipulate to or fail to oppose the issuance of any such order. Notwithstanding the foregoing and without prejudice to the provisions of Section 15.8.1(c) of this Third Amendment, at any time after service on the City or Saint John’s of any petition or complaint challenging this Development Agreement, the Project or the Phase II FEIR, Saint John’s may apply to the Community Development Director for a tolling of the applicable deadlines with which Saint John’s would otherwise have to comply as specified in this Development Agreement. The Community Development Director may approve such tolling, consistent with the standard in Section 15.26, for up to five years during the pendency of the litigation and shall provide Saint John’s with notice of his or her decision on the tolling request within forty (40) days of receiving Saint John’s request. Notwithstanding the foregoing, (a) both (i) Saint John’s obligation as described in Section 3.1.1(a) of Exhibit “R-1” to make any monetary payment to the City and (ii) Saint John’s obligation as described in Sections 1.1.2(b) and 1.1.3 of Exhibit “R-1” to provide cash grants to community partners shall be automatically tolled during the pendency of any litigation filed relating to this Development Agreement, the Phase II FEIR or any of the other Phase II development applications, including Planning Applications, and the obligation to make such a payment shall be extinguished if a final judgment is entered in favor of the third party; provided however if Saint John’s moves forward with Phase II during the pendency of the litigation, Saint John’s shall make such payment and applicable cash grants prior to issuance of a building permit for the first Phase II Building (excluding the Phase II Multifamily Housing building (S2)); and (b) Saint John’s obligation as described in Section 3.1.1(b) of Exhibit “R-1” to make any monetary payment to the City shall be automatically tolled during the pendency of 63 any litigation filed relating to City approval of the applicable Planning Application (i.e.

Administrative Approval or Development Review Permit) or concurrently approved related approvals for the Phase II Building and shall be extinguished if a final judgment is entered in favor of the third party; provided however if Saint John’s moves forward with such Phase II Building during the pendency of the litigation, Saint John’s shall make such payment prior to issuance of a building permit for such Phase II Building.

15.15.5 State, Federal or Case Law. Where any state, federal or case law allows the City to exercise any discretion or take any act with respect to that law, the City shall, in an expeditious and timely manner, at the earliest possible time, (i) exercise its discretion in such a way as to be consistent with, and carry out the terms of, this Development Agreement, and (ii) take such other actions as may be necessary to carry out in good faith the terms of this Development Agreement.

15.16 Jurisdiction and Venue. Any legal action or proceeding among the Parties arising out of this Development Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, in any other appropriate court in that County, or in the Federal District Court in the Central District of California. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.

15.17 Exhibits. The following exhibits which are part of this Third Amendment are attached hereto and each of which is incorporated herein by this reference as though set forth in full:

Exhibit “N” Campus Property Legal Description
Exhibit “O” 2022 Zoning Code
Exhibit “P” Phase II Development Sites
Exhibit “Q” Phase II Master Plan Standards
Exhibit “R-1” Community Benefits (amended and restated) Exhibit “R-2” Transportation Demand Management Plan Upon Phase II Implementation
Exhibit “R-3” Phase II Publicly-Accessible Open Space Regulations Exhibit “R-4” 24/7 Pedestrian Connections Regulations
Exhibit “R-5” Local Hiring as to Construction
Exhibit “R-6” Local Hiring as to Permanent Employees for Neighborhood Commercial Uses
Exhibit “S” Phase II Mitigation Measures and Project Design Features Exhibit “T” Form of Assignment and Assumption Agreement Exhibit “U” Phase II Parking Management Plan
Exhibit “V” Anticipated Lot Tie Agreements Diagram

15.18 Counterpart Signatures. The Parties may execute this Third Amendment on separate signature pages which, when attached hereto, shall constitute one complete agreement.

15.19 Certificate of Performance. Upon the completion of the Project, or any phase thereof, or upon performance of this Development Agreement or its earlier revocation and 64 termination, the City shall provide Saint John’s, upon Saint John’s request, with a statement (“Certificate of Performance”) evidencing said completion, termination or revocation and the release of Saint John’s from further obligations hereunder, except for any further obligations which survive such completion, termination or revocation. The Certificate of Performance shall be signed by the appropriate agents of Saint John’s and the City and shall be recorded against title to the Campus Property in the official records of Los Angeles County, California. Such Certificate of Performance is not a notice of completion as referred to in California Civil Code Section 3093.

15.20 Interests of Saint John’s. Saint John’s represents to the City that, as of the Third Amendment Effective Date, it is the owner of the entire Campus Property, subject to encumbrances, easements, covenants, conditions, restrictions, and other matters of record.

15.21 Operating Memoranda. The provisions of this Development Agreement require a close degree of cooperation between the City and Saint John’s. During the Term of this Development Agreement, clarifications to this Development Agreement and the Existing Regulations and Phase II Existing Regulations may be appropriate with respect to the details of performance of the City and Saint John’s. If and when, from time to time, during the Term of this Development Agreement, the City and Saint John’s agree that such clarifications are necessary or appropriate, they shall effectuate such clarification through operating memoranda approved in writing by the City and Saint John’s, which, after execution, shall be attached hereto and become part of this Development Agreement and the same may be further clarified from time to time as necessary with future written approval by the City and Saint John’s. Operating memoranda are not intended to and cannot constitute an amendment to this Development Agreement but mere ministerial clarifications, therefore public notices and hearings shall not be required for any operating memorandum. The City Attorney shall be authorized, upon consultation with, and approval of, Saint John’s, to determine whether a requested clarification may be effectuated pursuant to the execution and delivery of an operating memorandum or whether the requested clarification is of such character to constitute an amendment of this Development Agreement which requires compliance with the provisions of Section 8.1. The authority to enter into such operating memoranda is hereby delegated to the City Manager and the City Manager is hereby authorized to execute any operating memoranda hereunder without further action by the City Council.

15.22 Acknowledgments, Agreements and Assurance on the Part of Saint John’s.

15.22.1 Saint John’s Faithful Performance. The Parties acknowledge and agree that Saint John’s faithful performance in developing Phase II and in constructing and installing certain public improvements pursuant to this Third Amendment and complying with the Phase II Existing Regulations will fulfill substantial public needs. The City acknowledges and agrees that there is good and valuable consideration to the City resulting from Saint John’s assurances and faithful performance thereof and that same is in balance with the benefits conferred by the City on Phase II Development Sites. The Parties further acknowledge and agree that the exchanged consideration hereunder is fair, just and reasonable. Saint John’s acknowledges that the consideration is reasonably related to the type and extent of the impacts of Phase II on the community and the Phase II Development Sites, and further acknowledges that the consideration is necessary to mitigate the direct and indirect impacts caused by Saint John’s on the Phase II Development Sites.
65 15.22.2 Obligations to be Non-Recourse. As a material element of this Development Agreement, and in partial consideration for Saint John’s execution of this Third Amendment, the Parties each understand and agree that the City’s remedies for breach of the obligations of Saint John’s under this Development Agreement shall be limited as described in Sections 11.2 through 11.4 of this Third Amendment.

15.22.3 Waiver of Protest. Saint John’s acknowledges and agrees that by executing this Third Amendment, Saint John’s waives any and all claims and rights, if any, under Government Code Section 66020 to protest fees, dedications, reservations, or exactions required by this Third Amendment (hereinafter “exactions”), including the City’s right to request and receive the exaction pursuant to this Third Amendment, the total exaction amount if specified by the Third Amendment, and the formula for subsequently calculating exactions if the formula is established by the Phase II Existing Regulations. Notwithstanding the above, if the amount of any exaction is not expressly set forth in this Third Amendment, Saint John’s reserves the right to protest the subsequent calculation of this amount.

15.23 Not a Public Dedication. Except as expressly provided in this Third Amendment, herein, nothing in this Third Amendment shall be deemed to be a gift or dedication of the Campus Property, or any portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the Parties that this Third Amendment be strictly limited to and for the purposes herein expressed for the development of the Project as private property. Saint John’s shall have the right to prevent or prohibit the use of the Campus Property, or any portion thereof, including common areas and buildings and improvements located thereon, by any person for any purpose inimical to the development of the Project, including without limitation to prevent any person or entity from obtaining or accruing any prescriptive or other right to use the Campus Property. Any portion of the Campus Property to be conveyed to the City by Saint John’s as provided in this Third Amendment, shall be held and used by the City only for the purposes contemplated herein or otherwise provided in such conveyance, and the City shall not take or permit to be taken (if within the power or authority of the City) any action or activity with respect to such portion of the Campus Property that would deprive Saint John’s of the material benefits of this Third Amendment or would materially and unreasonably interfere with the development of the Project as contemplated by this Third Amendment.

15.24 Other Agreements. The City acknowledges that certain additional agreements may be necessary to effectuate the intent of this Third Amendment and facilitate development of the Project. The City Manager or his/her designee is hereby authorized to prepare, execute, and record those additional agreements.

15.25 Severability and Termination. If any provision of this Third Amendment is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Third Amendment is superseded or rendered unenforceable according to any law which becomes effective after the Third Amendment Effective Date, the remainder of this Third Amendment shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Third Amendment.

15.26 Community Development Director Approval. Whenever this Third Amendment requires Community Development Director review and approval, such review and approval shall 66 be undertaken in good faith and with due diligence and shall not be unreasonably withheld, conditioned or delayed.
67 This Third Amendment is executed by the Parties on the date first set forth above and is made effective on and as of the Third Amendment Effective Date.

PROVIDENCE:

PROVIDENCE HEALTH SYSTEMS SOUTHERN
CALIFORNIA, a California nonprofit religious corporation By: _______________________
Name:

Title:

SAINT JOHN’S:

PROVIDENCE SAINT JOHN’S HEALTH CENTER, a California
nonprofit religious corporation
By: _______________________
Name:

Title:

CITY:

CITY OF SANTA MONICA,
a municipal corporation
By: _______________________________
Name: David White
Title: City Manager
ATTEST:

By: ________________________________
Name: Denise Anderson-Warren
Title: City Clerk
APPROVED AS TO FORM:

By: ________________________________
Name: Joseph P. Lawrence
Title: Interim City Attorney
Exhibit “N”

Page 1 ends

EXHIBIT “N”

CAMPUS PROPERTY LEGAL DESCRIPTION
PARCEL 1:

LOT 1 OF TRACT NO. 7764, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 108 PAGE 50 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 2:

LOT 2 OF TRACT NO. 7764, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 108 PAGE 50 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 3:

LOT 3 OF TRACT NO. 7764, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 108 PAGE 50 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 4:

THE NORTHEASTERLY HALF OF LOT 4 OF TRACT NO. 4618, IN THE CITY OF SANTA

MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 49 PAGE 80 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 5:

LOTS 5, 6 AND 7 OF TRACT NO. 4618, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 49 PAGE 80 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Exhibit “N”

Page 2 ends

PARCEL 6:

LOTS 8 THROUGH 29, INCLUSIVE, OF TRACT NO. 4618, IN THE CITY OF SANTA

MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 49 PAGE 80 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

ALONG WITH LOT 13, IN BLOCK 3 OF THE ORCHARD TRACT, IN THE CITY OF

SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 60 PAGES 15 AND 16 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 7:

THE SOUTHEASTERLY 100 FEET OF LOTS 1, 2 AND 3 OF TRACT 5379, IN THE CITY OF SANTA MONICA, AS PER MAP RECORDED IN BOOK 59 PAGE 46 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM ALL BUILDINGS AND IMPROVEMENTS NOW OR

HEREAFTER SITUATED ON SAID LAND, AS GRANTED TO MEDICAL ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP, IN DEED RECORDED NOVEMBER 21, 1975 AS INSTRUMENT NO. 3346.

ALONG WITH THAT PORTION OF THAT CERTAIN 20 FOOT ALLEY, INCLUDED WITHIN THE LINES OF BLOCK 129 OF TOWN OF SANTA MONICA, IN THE CITY OF SANTA MONICA, AS PER MAP RECORDED IN BOOK 39 PAGES 45, ET SEQ., OF

MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BOUNDED AS FOLLOWS:

BOUNDED NORTHEASTERLY BY THE SOUTHWESTERLY LINE OF LOT 14, IN BLOCK 3 OF THE ORCHARD TRACT, AS PER MAP RECORDED IN BOOK 60 PAGES 15 AND 16 OF MISCELLANEOUS RECORDS OF SAID COUNTY, BOUNDED

SOUTHEASTERLY BY THE SOUTHWESTERLY PROLONGATION OF THE
SOUTHEASTERLY LINE OF SAID LOT 14, BOUNDED SOUTHWESTERLY BY THE

NORTHEASTERLY LINE OF LOTS M, N, O, P, Q, R, S, T, U, V, W AND X, ALL IN SAID BLOCK 129, AND BOUNDED NORTHWESTERLY BY THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF SAID LOT X.

THE ABOVE DESCRIBED LAND WAS VACATED BY RESOLUTION NO. 4658 OF THE

CITY OF SANTA MONICA, A CERTIFIED COPY THEREOF BEING RECORDED JULY 25, 1975 AS INSTRUMENT NO. 4115, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Exhibit “N”

Page 3 ends

PARCEL 8:

LOTS "P", "Q", "R", "S" AND "T" IN BLOCK 129 OF THE CITY OF SANTA MONICA,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 80 AND 81, AND IN BOOK 39 PAGE 45 ET SEQ., OF MISCELLANEOUS

RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.

TOGETHER WITH THAT 20 FOOT ALLEY LYING BETWEEN AND BEING CONTIGUOUS TO LOTS 1, 2 AND 3 OF TRACT 5379 ON THE SOUTHEASTERLY SIDE AND LOT "P", BLOCK 129 OF THE TOWN OF SANTA MONICA ON THE NORTHWESTERLY SIDE, VACATED BY SPECIAL ORDINANCE NOS. 564 AND 580.

AND ALSO TOGETHER WITH THE NORTHWESTERLY 30 FEET OF LOTS 1, 2 AND 3 AS SHOWN ON TRACT 5379, IN THE CITY OF SANTA MONICA, AS PER MAP RECORDED IN BOOK 59 PAGE 46 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 9:

LOTS "U", "V", "W" AND "X", IN BLOCK 129 OF THE CITY OF SANTA MONICA,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 80 AND 81, AND IN BOOK 39 PAGE 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 10:

PARCEL B AS DESCRIBED ON CERTIFICATE OF COMPLIANCE NO. 1992-001 RECORDED ON JUNE 30, 1993 AS INSTRUMENT NO. 93-1258200, OF OFFICIAL RECORDS:

LOT 5 IN BLOCK 1 OF THE GOLDEN STATE TRACT IN THE CITY OF SANTA

MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA RECORDED IN BOOK 6, PAGE 28 OF MAPS AND PARCEL 2 OF PARCEL MAP NO. 17501 IN THE CITY OF SANTA MONICA FILED IN BOOK 201 PAGES 1 AND 2 OF PARCEL MAPS ALL IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THAT PORTION OF PARCEL 2 OF PARCEL MAP NO. 17501 LYING SOUTHWEST OF THE SOUTHWESTERLY LINE OF LOTS 1 THROUGH 13, BLOCK 1 OF GOLDEN STATE TRACT AS PER MAP RECORDED IN BOOK 6, PAGE 28 OF MAPS.

Exhibit “N”

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PARCEL 11:

LOTS 1 AND 2 IN BLOCK 1 OF GOLDEN STATE TRACT, IN THE CITY OF SANTA

MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6 PAGE 28 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 12:

LOTS 3 AND 4 IN BLOCK 1 OF GOLDEN STATE TRACT, IN THE CITY OF SANTA

MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6 PAGE 28 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 13:

LOTS 1, 2 AND 3 IN BLOCK 2 OF GOLDEN STATE TRACT, IN THE CITY OF SANTA

MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6, PAGE 28, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

ALONG WITH THE SOUTHWESTERLY 136 FEET, FRONT AND REAR, OF LOT 3 IN BLOCK 4 OF THE ORCHARD TRACT, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 60 PAGES 15 AND 16 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE SOUTHEAST 40 FEET AS CONDEMNED TO THE CITY OF SANTA MONICA BY INSTRUMENT RECORDED IN BOOK 9914 PAGE 220 OF OFFICIAL RECORDS.

PARCEL 14:

LOTS 4 AND 5 IN BLOCK 2 OF GOLDEN STATE TRACT, IN THE CITY OF SANTA

MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6, PAGE 28, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Exhibit “N”

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PARCEL 15:

LOT 12 IN BLOCK 2 OF GOLDEN STATE TRACT, IN THE CITY OF SANTA MONICA,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6 PAGE 28, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 16:

LOTS 9 AND 10 IN BLOCK 3 OF SCHADER'S ADDITION, IN THE CITY OF SANTA

MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6, PAGE 67 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 17:

LOT 14, IN BLOCK 3 OF THE ORCHARD TRACT, IN THE CITY OF SANTA MONICA,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 60 PAGES 15 AND 16 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM ALL BUILDINGS AND IMPROVEMENTS NOW OR

HEREAFTER SITUATED ON SAID LAND, AS GRANTED TO MEDICAL ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP, IN DEED RECORDED NOVEMBER 21, 1975 AS INSTRUMENT NO. 3346.

PARCEL 18:

PARCEL 1 OF PARCEL MAP NO. 17501, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 201 PAGES 1 AND 2 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM, ALL BUILDINGS, STRUCTURES, AND OTHER

IMPROVEMENTS, LOCATED ON SAID LAND, AS PROVIDED IN THE DEED DATED OCTOBER 27, 1987' EXECUTED BY KOLL SANTA MONICA ASSOCIATES ONE, A CALIFORNIA LIMITED PARTNERSHIP, RECORDED OCTOBER 30, 1987 AS INSTRUMENT NO. 87-1741816.

Exhibit “O”

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EXHIBIT “O”
2022 ZONING CODE
[Behind this page.]
Exhibit “P”

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EXHIBIT “P”

PHASE II DEVELOPMENT SITES
[Behind this page.]
Exhibit “P”
Phase II Development Sites
Exhibit “Q”

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EXHIBIT “Q”

PHASE II MASTER PLAN STANDARDS
[See separate PDF.]
Exhibit “R-1”

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EXHIBIT “R-1”

COMMUNITY BENEFITS (AMENDED AND RESTATED)
Upon the Third Amendment Effective Date, this Exhibit “R-1” shall govern all community benefits, childcare requirements, and neighborhood protection provisions in the Development Agreement including for Phase I and Phase II. Evidence of good faith compliance with the terms of the Community Benefits Program shall be demonstrated in accordance with Section 10.2 of this Third Amendment.

1. Community Benefits Program.

1.1 Saint John’s Community Benefit Program. The City seeks to ensure through the implementation of this Exhibit “R-1” that the availability and the accessibility of health care provided by Saint John’s is maintained and expanded in accordance with the Third Amendment and the Phase II Master Plan. This Exhibit “R-1” replaces and supersedes Section 1.7 of the Original Development Agreement, as amended by the First Amendment, in its entirety, and contains all of the community benefit requirements in the Development Agreement. Evidence of good faith compliance with the terms of this Community Benefits Program shall be demonstrated in accordance with Section 10.2 of this Third Amendment.

1.1.1 Community Health Needs Assessment. As part of Saint John’s triennial comprehensive needs assessment pursuant to Health and Safety Code § 127350 et seq., Saint John’s shall include a comprehensive assessment of social determinants of health in the Santa Monica community. The City Manager shall designate a staff representative to serve on the Community Health Needs Assessment Oversight Committee. The assessment process shall engage a broad representation of the Santa Monica community including residents, the business community, other local hospitals, nonprofits, faith-based organizations and consumers of local social services. Opportunities for involvement shall be broadly advertised in local media. Saint John’s shall factor in results of this assessment when developing its annual community benefit plan. To the extent feasible, Saint John’s will share with the City data for the Santa Monicaspecific subsection of Saint John’s comprehensive community needs assessment to better inform both parties’ work in the community.

1.1.2 Homelessness Services & Services to Other Vulnerable Populations.

1.1.2(a) Total Value. From the Third Amendment Effective Date through the Term of the Development Agreement, Saint John’s shall provide cash grants to nonprofit community partners and in-kind support for homeless services and prevention, services to other vulnerable populations, and/or behavioral health programs in the community consisting of:
(i) a minimum of Five Hundred Eighty-Three Thousand,
Three Hundred Thirty-Three Dollars ($583,333.00) provided by December 31, 2022 in accordance with Section 1.1.3 of Exhibit “R-1” below;
Exhibit “R-1”

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(ii) a minimum of One Million Dollars ($1,000,000)
provided annually by December 31st of each year for twenty (20) years, commencing in calendar year 2023 through calendar year 2042; and
(iii) commencing December 31, 2043, a minimum of Five
Hundred Thousand Dollars ($500,000) annually through December 31, 2052. (iv) To account for inflation, the annual amounts required in this Section 1.1.2(a) of Exhibit “R-1” shall be adjusted annually as shown in Table 1.1.2 below.

TABLE 1.1.2

CASH GRANTS
(Min 80% of Total) TOTAL VALUE
2022 $ 425,000.00 $ 583,333.00
2023 $ 812,000.00 $ 1,015,000.00
2024 $ 824,180.00 $ 1,030,225.00
2025 $ 836,542.70 $ 1,045,678.38
2026 $ 849,090.84 $ 1,061,363.55
2027 $ 861,827.20 $ 1,077,284.00
2028 $ 874,754.61 $ 1,093,443.26
2029 $ 887,875.93 $ 1,109,844.91
2030 $ 901,194.07 $ 1,126,492.59
2031 $ 914,711.98 $ 1,143,389.98
2032 $ 928,432.66 $ 1,160,540.83
2033 $ 942,359.15 $ 1,177,948.94
2034 $ 956,494.54 $ 1,195,618.17
2035 $ 970,841.96 $ 1,213,552.44
2036 $ 985,404.58 $ 1,231,755.73
2037 $ 1,000,185.65 $ 1,250,232.07
2038 $ 1,015,188.44 $ 1,268,985.55
2039 $ 1,030,416.26 $ 1,288,020.33
2040 $ 1,045,872.51 $ 1,307,340.64
2041 $ 1,061,560.60 $ 1,326,950.75
2042 $ 1,077,484.01 $ 1,346,855.01
2043 $ 400,000.00 $ 500,000.00
2044 $ 406,000.00 $ 507,500.00
2045 $ 412,090.00 $ 515,112.50
2046 $ 418,271.35 $ 522,839.19
2047 $ 424,545.42 $ 530,681.78
2048 $ 430,913.60 $ 538,642.00
2049 $ 437,377.31 $ 546,721.63
2050 $ 443,937.97 $ 554,922.46
2051 $ 450,597.03 $ 563,246.29
2052 $ 457,355.99 $ 571,694.99
Exhibit “R-1”

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(iv) For the avoidance of doubt, cash grants from
Providence Saint John’s Health Center Affiliation Fund shall count toward the minimum value required in this Section 1.1.2(a) of Exhibit “R-1” so long as the grants are to organizations/programs meeting the criteria set forth in Section 1.1.2(b) or Section 1.1.3 of this Exhibit “R-1” as applicable.

1.1.2(b) Cash Grants. A minimum of 80% of the applicable annual value required in Section 1.1.2(a)(ii)-(iv) of this Exhibit “R-1” shall be cash grants to non-profit organizations/programs that serve populations consistent with the requirements of the City’s Human Services Grants Program, or any successor thereto. Saint John’s shall consult with subject matter experts, community stakeholders and co-funders in the grantmaking process.

Organizations/programs that are then funded by or have been funded by the City of Santa Monica’s Human Services Grant Program within the three (3) fiscal years prior to the year in which Saint John’s is making the grant are deemed as satisfying the criteria in this Section

1.1.2(b) of this Exhibit “R-1” provided that Saint John’s demonstrates that funds awarded by Saint John’s in accordance with this Section 1.1.2 shall be used by the grantee to support homelessness services and services to other vulnerable populations that are also funded by the City’s Human Services Grant Program, or any successor thereto. For other organizations/programs, Saint John’s may submit a written request to the City Council for approval that a cash grant to such organization/program would count toward the requirement in this Section 1.1.2(b) of this Exhibit “R-1”. Such request shall include documentation that the organization/program meets the criteria in this Section 1.1.2. The City Council may approve, deny or conditionally approve (e.g. specify a maximum amount or number of years for the approval) such request. If the City Council does not deny Saint John’s request for approval at a public hearing(s) within ninety (90) days, the organization/program shall be deemed approved.

1.1.2(c) Collaboration Regarding In-Kind Services. Saint John’s will meet and confer with the City Manager, or his or her designee, annually regarding any in-kind support/programs it plans to provide in satisfaction of the remaining applicable annual value required in Section 1.1.2(a)(ii)-(iv) of this Exhibit “R-1” (i.e. up to 20% of the applicable annual value). Any in-kind funding shall be limited to clearly measurable capital and/or operational contributions. If the City Manager, or his or her designee, does not respond to Saint John’s request for a meeting within thirty (30) days and/or does not schedule a meeting with Saint John’s within sixty (60) days of Saint John’s written request to meet, Saint John’s shall have no obligation to meet and confer with the City regarding its in-kind services/programs for that upcoming year.

1.1.3 2022 Community Benefits Program.

1.1.3(a) 2022 Cash Grants. By December 31, 2022, Saint John’s shall provide a minimum of Four Hundred Twenty-Five Thousand Dollars ($425,000.00) consisting of (i) cash grants to non-profit organizations/programs consistent with the requirements (other than the minimum applicable annual value) for such grants in Section 1.1.2(a) of this Exhibit “R-1” Exhibit “R-1”

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and (ii) up to Fifty Thousand Dollars ($50,000.00) in cash grants to Saint Anne’s school for school nurses and operations.

1.1.3(b) 2022 In-Kind Services. Saint John’s has provided or shall provide any remaining annual value required in Section 1.1.2(a)(i) of this Exhibit “R-1” (i.e. up to $158,333.00 of the 2022 total value requirement) through in-kind services provided in calendar year 2022 in the areas of (a) lab and radiology services at no cost to patients referred by local nonprofits (e.g. Venice Family Clinic and Westside Family Health Center) and/or (b) the Child and Family Development Center.

2. Saint John’s Child Care Program.

This Section 2 of Exhibit “R-1” replaces and supersedes Section 1.8 of the Original Development Agreement, as amended by the First Amendment, in its entirety.

2.1 Phase I. During the entire Term, Saint John’s shall provide childcare services for Phase I in accordance with the following requirements:

2.1.1 Phase I Program Capacity.

2.1.1(a) Saint John’s shall continue to provide forty-nine (49) spaces of full-day childcare for its employees and the community (“required level of service”), or as further specified in Section 2.1.2, (the “Phase I Child Care”).

2.1.1(b) Within the required level of service, Saint John’s shall provide a minimum of twenty-one (21) full-day infant/toddler spaces.

2.1.1(c) Saint John’s may continue to provide the Phase I Child Care in its current building and location on Phase II Site 2I or may move it to the South Campus once the new building on Phase II Site S1 obtains its Certificate of Occupancy and is licensed for childcare.

2.1.2 Phase I Program Operations.

2.1.2(a) Saint John’s shall offer full-day programming for all required spaces.

2.1.2(b) The minimum full day program shall be eleven (11) hours per day, five (5) days per week. Saint John’s shall consider the coverage needs of its employees when establishing hours of operation.

2.1.2(c) Saint John’s childcare program shall operate at a minimum annual capacity of 85%, based on an average occupancy rate for each 12-month period.

2.1.2(d) Saint John’s childcare program shall meet all State childcare and early education rules and regulations. In addition, Saint John’s childcare program shall be in Exhibit “R-1”

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compliance with the National Association for the Education of Young Children accreditation standards for center-based programs, or comparable successor standards.

2.1.3 Phase I Enrollment Priorities.

For any available space, enrollment priority shall be given to: (1) children of Saint John’s employees desiring full-time childcare, (2) children of Saint John’s employees desiring part-time care as long as that full-time space will be shared by that employee with another Saint John’s employee desiring care for the remaining time for that space, (3) children of Santa Monica residents desiring full-time childcare, and (4) children of those working in Santa Monica.

2.1.4 Phase I Community Access and Affordability.

2.1.4(a) Saint John’s shall conduct ongoing outreach to inform employees and the community about Saint John’s childcare program. At the request of the City, outreach activities shall be in multiple languages to ensure the broadest possible outreach.

2.1.4(b) Saint John’s shall maintain a waiting list for those interested in enrolling children in the childcare program.

2.1.4(c) To ensure that childcare spaces are accessible to lower-income employees and community members, Saint John’s shall provide a minimum level of tuition subsidies for lower-income families on an annual basis. This minimum annual tuition subsidy shall not be less than 25% of the total tuition that would be charged for all forty-nine (49) spaces if each space were billed at the full tuition rate for that year. First priority shall be given to Saint John’s employees and second priority to Santa Monica residents. Partial or full tuition subsidies shall be awarded based upon need, using family income, family size, and current financial circumstances as criteria. The lowest compensated Saint John’s employees shall receive priority for the tuition subsidy.

2.1.4(d) Childcare tuition shall not exceed the tuition charged by other full-day non-profit infant/toddler and pre-school programs in the City of Santa Monica with a comparable level of service and quality of care.

2.1.4(e) If Saint John’s chooses to operate the childcare program through an outside operator, Saint John’s shall cover the following costs and shall not pass through these costs to the outside operator: facility rent, facility maintenance, linen service, children’s meals, and indirect administrative costs.

2.1.5 Phase I Employee Wages and Benefits. Saint John’s, or any contractor retained to provide the required childcare services, shall provide its childcare employees with wage and benefit compensation that is comparable to other accredited centers on the Westside of Los Angeles.

2.2 Phase II Expanded Child Care Program.

Exhibit “R-1”

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Pursuant to the requirements of this Section 2.2, Saint John’s shall provide an expanded childcare program to address childcare needs generated by Phase II development. The Phase I childcare obligations contained in Section 2.1 of Exhibit “R-1” shall continue to govern except as modified herein or as may be modified by the future Phase II Child Care Implementation Plan approved by the Community Development Director pursuant to Section

2.2.5 of Exhibit “R-1” below.

2.2.1 Phase II Expanded Program Operations.

2.2.1(a) Saint John’s Phase II childcare program may be provided in the existing Child and Family Development Center building as part of the Phase I childcare program located on Phase II Site 2I and/or in a new childcare facility to be developed on Phase II Site S1 once the new building on Phase II Site S1 obtains its Certificate of Occupancy and is licensed for childcare.

2.2.1(b) The program shall meet all applicable State childcare and early education rules and regulations and shall be in compliance with accreditation standards of the National Association for the Education of Young Children for center-based programs or the National Association for Family Child Care for in-home programs, or comparable successor standards.

2.2.1(c) Enrollment priorities shall be established in accordance with Section 2.1.3 of this Exhibit “R-1” except to the extent that any part-time childcare spaces are provided. For any part-time childcare spaces, enrollment priority shall be established in the following order for each available space: 1) children of Saint John’s employees, 2) children of Santa Monica residents, and 3) children of those working in Santa Monica.

2.2.2 Phase II Service Expansion.

Saint John’s shall consider implementing programs that address special childcare needs, such as care during evening or non-traditional childcare hours, sick childcare and any other identified need.

2.2.3 Phase II Community Access and Affordability.

2.2.3(a) Saint John’s Phase II childcare program shall be broadly advertised through a comprehensive community outreach program to its employees and community members. At the request of the City, outreach activities shall be in multiple languages to ensure the broadest possible outreach.

2.2.3(b) Saint John’s Phase II childcare program shall include a fee/scholarship structure targeting those in need of assistance to access quality childcare that provides access by lower-income employees and lower-income Santa Monica residents with a first priority for lower-income Santa Monica residents.

Exhibit “R-1”

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2.2.4 Phase II Child Care Program Licensed and Operational Capacity. Saint John’s shall provide the following:

2.2.4(a) Operational Capacity. Based on the results of the Child Care Needs Assessment for Phase II (Recital “M” of the Third Amendment), the Phase II child care demand shall be accommodated through additional child care spaces that Saint John’s may elect to phase in over time in accordance with the below schedule which provides the additional minimum annual operational capacity (number of child care spaces) for Phase II that must be provided before issuance of the Certificate of Occupancy for the various Phase II Buildings:

Phase II Building
Additional Minimum Operational
Child Care Spaces for Phase II
Development*
The earlier of the Phase II Building on Site
2C, S1, or S3.
3 spaces
Site 2I Phase II Building 3 spaces
Site S4 Phase II Building 3 spaces
Site 2D/E Phase II Building 2 spaces
NOTE:
*The minimum annual operational capacity shall be based on an average occupancy rate for each 12-month period.

Any Development Review Permit application for one or more Phase II Buildings shall confirm that the increased operational capacity in accordance with this Section 2.2.4(a) can be accommodated (either within the existing building on Phase II Site 2I or the new building on Phase II Site S1) before issuance of the Certificate of Occupancy for the respective building.

2.2.4(b) New Facility Size. Prior to the demolition of the existing Child and Family Development Center building on Phase II Site 2I, Saint John’s shall construct a new building on South Campus Phase II Site S1 that will accommodate the Phase I and Phase II child care programs and will include five (5) classrooms and an expanded child care program with a minimum capacity for seventy-one (71) licensed child care spaces; provided however that the childcare program’s minimum operational capacity shall be in accordance with Section 2.1.2(c) and Section 2.2.4(a) of Exhibit “R-1” above. The childcare (Day Care use) portion of the building shall satisfy the space requirements for childcare centers in accordance with the California Code of Regulations, including the minimum indoor and outdoor activity space required based on the childcare facility’s licensed capacity.

2.2.4(c) Classroom Types. The Phase I and Phase II childcare program shall include a total of (3) classrooms for infants/toddlers and two (2) classrooms for preschool age children. Notwithstanding the foregoing, all classrooms in the new facility on Phase II Site S1 will be flexible to meet the childcare programming needs and be available for other uses (indoor playroom, multi-purpose room, etc.). The flexibility is needed to address potential changes in childcare demand for any age group.

Exhibit “R-1”

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2.2.4(d) New Facility Parking and Loading. Passenger loading and parking for the new facility on Phase II Site S1 shall be provided in accordance with the Phase II Master Plan Standards (Exhibit “Q”).

2.2.4(e) New Facility Design. Prior to filing a Development Review Permit application for a new childcare facility on Phase II Site S1, Saint John’s shall work closely with design professionals experienced in the design of childcare facilities to design a facility that specifically meets childcare needs.

2.2.5 Phase II Child Care Implementation Plan. Prior to or concurrent with Saint John’s filing an application for a Development Review Permit for the new Child & Family Development Center (S1), Saint John’s shall submit to the City a proposed Phase II Child Care Implementation Plan that includes the following programmatic requirements:
- scope of the Phase II childcare program including the numbers and ages of children to be served, and hours and days of operation; - staffing plan and general salary schedules and/or ranges; - employee and community outreach program; and
- fee/scholarship structure to ensure access by lower-income employees and residents.

2.2.5(a) Prior to the issuance of a Certificate of Occupancy for the new Child & Family Development Center (S1), the Community Development Director shall review and approve the proposed Phase II Child Care Implementation Plan. The Community Development Director’s review shall include, but not be limited to, the extent to which: 1) the community outreach program adequately informs employees and residents of the program; 2) the proposed fee/scholarship structure addresses the need for access by lower-income employees and residents; and 3) ensuring the proposed program and facilities meet the State requirements and meet or are designed to meet the national accreditation standards.

2.2.6 Child Care Linkage Fee. The childcare requirements in Section 2.2 of this Exhibit “R-1” shall be required instead of payment of a Child Care Linkage Fee pursuant to 2022 SMMC Chapter 9.65, or successor thereto, and Saint John’s shall not be required to pay any Child Care Linkage Fee as a condition of approval of any Phase II development. Notwithstanding the foregoing, if childcare for Phase I or Phase II is not provided on the S1 Site pursuant to Section

2.2.4(b) of this Exhibit “R-1”, Saint John’s shall pay an Early Childhood Initiatives contribution to the City prior to issuance of the building permit for the S1/S3 development sites in the amount of Three-Hundred Thousand Dollars ($300,000.00). The City shall utilize this contribution to support early childhood initiatives including but not limited to infant, toddler and pre-school tuition subsidies; family support and parent engagement strategies; home visitation programs; facility and playground improvements and kindergarten readiness models. The City shall deposit such monies into a separate restricted account to be used exclusively for the early childhood initiatives as described above through guidelines to be established by the City.

Exhibit “R-1”

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2.2.7 This Section 2.2 shall apply for the Term of the Development Agreement.

2.3 Reporting and Modification of Phase I and Phase II Child Care Programs.

2.3.1 Annual Report. The below reporting requirements shall continue to apply to Phase I and will be expanded to cover the increased childcare obligations associated with Phase II once the Certificate of Occupancy for the first Phase II Building (other than the Phase II Multifamily Housing building (S2)) is issued.

2.3.1(a) Saint John’s shall submit an annual report to the City specifying: 1) the number of total licensed spaces available by program component and the average occupancy rate for the year; 2) the number of infants, toddlers and preschoolers served; 3) the number of children with special needs served by each program component; 4) the number of children receiving tuition subsidies, including family income and the number of children in the family; 5) the total dollar amount expended for tuition subsidies; 6) the number of children of Saint John’s employees served and the number using (a) part-day and part-time and (b) full-day schedules; 7) the number of Santa Monica residents and employees working in Santa Monica served; 8) the number and needs of those on the waiting list; 9) a list of in-kind services provided pursuant to this Development Agreement with certification that these costs were not passed through to an outside operator, if contracted; 10) the salary schedule and summary of benefits for employment positions at Saint John’s (or Saint John’s contractor’s employment positions) working in the child care program; and 11) significant trends or program changes.

2.3.1(b) The annual report shall be submitted to the City’s Community Development Director by April 30th of each year (covering the prior calendar year). The City’s Community Development Director shall review the report and respond to any requested program changes within sixty (60) days of the submittal pursuant to Section 2.3.2 of this Exhibit “R-1”.

2.3.2 Program Changes.

2.3.2(a) Saint John’s may include, in the annual report, requests to make modifications to the required childcare program based on changing childcare needs and demand for services. Such requests shall be accompanied by full documentation on the changing childcare needs and demand for services that led to the request.

2.3.2(b) Saint John’s shall not change the operations of its childcare services without prior review and written approval by the City’s Community Development Director if such change would alter or modify the operation of Saint John’s childcare program as mandated by Section 2 of Exhibit “R-1”. Saint John’s may change features of its childcare services not required in this Section 2 of Exhibit “R-1” without seeking City approval.

2.3.2(c) The City’s Community Development Director, or his/her designee, shall review and approve, at his/her reasonable discretion, proposed program changes based on the following criteria: 1) the proposal will address an unmet child care need for Saint John’s employees and/or Santa Monica residents, 2) the proposal does not result in a gap in child care services for infants and toddlers in the community, 3) the proposal does not supplant Exhibit “R-1”

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currently utilized community child care resources, 4) the proposal will not result in disruption to those currently being served, and 5) the proposal meets the required level of service as specified in the Development Agreement.

3. Phase II Additional Community Benefits.

3.1 Additional Community Benefits – Monetary Contribution for Santa Monica Behavioral Health Initiatives.

3.1.1 Monetary Contribution. Saint John’s shall make monetary contributions as described in this section to the City of Santa Monica to help expand community access to Santa Monica Behavioral Health Initiatives. City may use these funds for capital needs, operational funding, and in-kind staffing for a behavioral health center and/or for other City sponsored programs to address the community’s behavioral and/or mental health needs.

3.1.1(a) Within one-hundred eighty (180) days after the Third Amendment Effective Date, Saint John’s shall pay the sum of Five Million Dollars ($5,000,000) to the City.

3.1.1(b) [CITY STAFF POSITION: Saint John’s shall pay
the additional sum of Five Million Dollars ($5,000,000) to the City upon the earlier of: (a) onehundred (100) days after the effective date of the final City approval (including any reconsideration, appeal, or remand) of the Development Review Permit for the first Phase II Building (excluding the Phase II Multifamily Housing building (S2)), or (b) eight (8) years after the Third Amendment Effective Date. Notwithstanding the foregoing, if this additional sum is not paid within three (3) years after the Third Amendment Effective Date, this sum shall be adjusted commencing January 1, 2025 and annually thereafter by one and a half percent (1.5%).] [SAINT JOHN’S POSITION: Saint John’s shall pay
the additional sum of Five Million Dollars ($5,000,000) to the City upon the earlier of: (a) not later than one-hundred (100) days after the effective date of the final City approval (including any reconsideration, appeal, or remand) of the Development Review Permit for the first Phase II Building (excluding the Phase II Multifamily Housing building (S2)), or (b) eight (8) years after the Third Amendment Effective Date. Notwithstanding the foregoing, if this additional sum is not paid within three (3) years after the Third Amendment Effective Date, this sum shall be adjusted commencing January 1, 2025 and annually thereafter by one and a half percent (1.5%) .]

3.1.2 Collaboration Regarding Use of Funds.

3.1.2(a) Within sixty (60) days of the Third Amendment
Effective Date, Saint John’s may request a meeting to confer with the City Manager, or his or her designee, to discuss and determine the most effective use of the funds required by Section 3.1.1 of Exhibit “R-1”. Notwithstanding the foregoing, the City Council, after a City-led public engagement process and public hearing on the allocation of these funds, shall have the right to allocate these funds to expand community access to behavioral health services, including a Exhibit “R-1”

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potential behavioral health center, as determined in the sole and absolute discretion of the City Council.

3.1.2(b) Saint John’s shall support the City’s community engagement process for the development of Santa Monica Behavioral Health Initiatives by actively participating in planning meetings and making good faith efforts to provide subject matter experts and leverage existing partnerships to help advance the City’s behavioral health goals and priorities.

3.2 Child and Family Development Center Child Youth Development Project.

Beginning on July 1, 2023 through the Term, Saint John’s shall continue its Child Youth Development Project (or a substantially similar program) without City funding (Saint John’s had historically received City grants of approximately $315,000 annually to subsidize this program).

The Child Youth Development Project shall provide direct services to children and families who have been impacted by community violence, familial discord, poverty, substance abuse, and/or trauma. These services may include, but are not limited to:

3.2.1 individual and family therapy, group therapy, case management, parent training and teacher consultations;

3.2.2 participation in the Santa Monica-Malibu Unified School District’s Wellness Center collaborative by serving older youth in Santa Monica and/or Olympic High School,

3.2.3 monthly programming at Santa Monica-Malibu Unified School District and/or community locations with clearly defined summer activities,

3.2.4 maintaining a bilingual (Spanish-English) licensed clinician or masterslevel clinician registered for licensure with the California State Board of Behavioral Sciences at each school site so long as a person with such qualifications is available for hire,

3.2.5 referring families from Santa Monica-Malibu Unified School District inschool programs to appropriate agencies for services based on individual familial needs,

3.2.6 active participation in Santa Monica Cradle To Career (“smC2C”) impact meetings and initiatives, including smC2C work groups, Child and Youth Resource Teams, Early Childhood Task Force, Educational Collaborative and Behavioral Health Work Group to the extent such programs/groups continue to exist, and

3.2.7 working with youth and family networks of care and the City to provide support to individuals and families who may require agency expertise in the aftermath of a serious community crisis. A community crisis includes without limitation traumatic events or emergency conditions that create distress, hardship, fear or grief that significantly impact the Santa Monica community.

3.2.8 This Section 3.2 shall apply for the Term of the Development Agreement.

Exhibit “R-1”

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3.3 Community Access to Phase II Community-Oriented Facilities. Santa Monica residents shall have access to any Phase II community-oriented facilities as follows:

3.3.1 If and when a new Education & Conference Center on the South Campus is open, space shall be made available within the Education & Conference Center for use by City departments, community groups, and local nonprofit organizations for meetings and programs that are consistent with Saint John’s mission, subject to the following conditions:

3.3.1(a) Saint John’s will make such space available four (4) times per year for groups of up to 30 people, subject to availability. Reservations must occur a minimum of 72 hours prior to a proposed use of space. Special larger capacity events including at the fixed seat auditorium will be considered based on available space.

3.3.1(b) Saint John’s may require a reasonable cleaning deposit for each use of space, based on the size of the space used, attendance, and nature of the use of that space.

3.3.1(c) Saint John’s may pass through a reasonable staffing cost for events scheduled at times when the Education & Conference Center is otherwise closed, similar to costs charged by the City for City meeting facilities.

3.3.1(d) Saint John’s may require users of space to provide proof of insurance for events prior to confirming a reservation.

3.3.2 To the extent that Saint John’s hosts conferences, meetings, or events that are open to the public at the Education & Conference Center for which admission is charged, discounted admission pricing will be available for Santa Monica residents.

3.3.3 This Section 3.3 shall apply for the Term of the Development Agreement.

3.4 Phase II Open Space, including Publicly-Accessible Open Space and 24/7 Pedestrian Connections.

3.4.1 For Phase II Vested Development(s), Saint John’s shall provide substantial open space, including Publicly-Accessible Open Space and 24/7 Pedestrian Connections, in accordance with Section 2.11 of the Third Amendment and the Phase II Master Plan Standards (“Exhibit Q”).

3.4.2 For Phase II Vested Development(s), the open space requirements in Section 3.4.1 of this Exhibit “R-1” shall be required instead of payment of the Parks and Recreation Development Impact Fee in 2022 SMMC Chapter 9.67 (including any adjustments to account for inflation in accordance with SMMC Section 9.67.080), and if applicable, 2022 SMMC Section 9.23.030(C) (collectively the “Parks Fee”), and any successors thereto.

Exhibit “R-1”

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3.5 Phase II Vehicle, Bicycle and Pedestrian Infrastructure Improvements and Enhanced Transportation Demand Management.

3.5.1 For Phase II Vested Development(s), the Phase II Master Plan Standards (Exhibit “Q”) require Saint John’s to make certain vehicle, pedestrian and bicycle infrastructure improvements (“Transportation Infrastructure Improvements”) as part of the Phase II developments.
(a) For Phase II Vested Development(s) with Planning Application(s) filed and deemed complete within ten (10) years of the Third Amendment Effective Date, the Traffic Infrastructure Improvements in Section 3.5.1 of this Exhibit “R-1” shall be required in addition to the payment of the Transportation Impact Fee (“TIF”) in 2022 SMMC Chapter 9.66 (including any adjustments to account for inflation in accordance with 2022 SMMC Section

9.66.080). For Phase II Vested Development(s) with Planning Application(s) filed after a period ten (10) years after the Third Amendment Effective Date, the TIF then in effect shall apply. (b) Saint John’s may request that up to $50,000 of the TIF for each Phase II development be used by Saint John’s (rather than being paid to the City) for transportation demand management measures beyond those required by the Phase II Transportation Demand Management Plan Upon Phase II Implementation (Exhibit “R-2”).

Saint John’s request shall specify the proposed use of the funds and be submitted in writing to the Community Development Director for approval at least thirty (30) days prior to building permit issuance for the applicable Phase II development. If the City’s Community Development Director does not respond within 60 days of Saint John’s submittal of the request, the request shall be deemed approved.

3.5.2 For the Term of the Development Agreement, for purposes of calculating the TIF, (a) the hospital rate shall apply to the following uses: Hospital/Healthcare, Health & Wellness Center, Medical Research Facilities, Education & Conference Center, and Child & Family Development Center; (b) the lodging rate shall apply to “Visitor Accommodations”; and (c) the retail rate shall apply to Neighborhood Commercial Uses, Restaurant and Health-Related Services.

3.5.3 For Phase II Vested Development(s), the Transportation Demand Management Plan Upon Phase II Implementation (Exhibit “R-2”) shall apply instead of the Developer TDM requirements in 2022 SMMC Ch. 9.53 and 2022 SMMC Section 9.23.030(D), or successors thereto. For any Phase II Planning Applications filed after the Phase II Vesting Deadline, the City’s transportation demand requirements then in effect shall apply.

3.6 Phase II Local Hiring Programs. Saint John’s shall implement and monitor the Local Hiring Programs for Phase II as set forth in Exhibits “R-5” and “R-6”. At least sixty (60) days before recruitment is opened up to general circulation for initial hiring in all or part of the Phase II Neighborhood Commercial areas, Saint John’s or the operator of the Neighborhood Commercial space shall prepare and submit to the City’s Community Development Director for review and approval a written local hiring program consistent with the obligations under this Third Amendment for permanent employment. The approved local hiring plan may be amended Exhibit “R-1”

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by Saint John’s or the operator from time to time thereafter, subject to the Community Development Director’s review and approval. Failure of any Neighborhood Commercial tenant to comply with the Local Hiring Program requirements shall not constitute a Default by Saint John’s under the Development Agreement so long as such tenant’s lease requires such compliance and Saint John’s is actively pursuing reasonable enforcement actions to bring such tenant into compliance with this lease provision.

3.6.1 This Section 3.6 shall remain applicable to the Phase II Development Sites through the Term.

4. Neighborhood Protection Provisions.

4.1 Parking Adjacent to 1440 23rd Street. Until the surface parking located in Lot “H” adjacent to 1440 23rd Street is removed, Saint John’s shall maintain its approved noise reduction parking policy under which no vehicles shall be permitted to park within the designated buffer zone adjacent to the residential building located at 1440 23rd Street between the hours of 9:00 PM and 7:00 AM. Saint John’s shall also maintain the currently existing trees in the buffer zone adjacent to such residential building to screen the surface parking lot until it is removed. Once surface parking is no longer located in Lot “H” adjacent to 1440 23rd Street, this Section 4.1 of Exhibit “R-1” shall automatically expire and no longer be effective.

4.2 Security Escorts. Saint John’s shall maintain its existing program for providing security escort services for employees walking to their cars and shall not change such program in any material manner without the prior written approval of the Community Development Director.

4.3 Ombudsperson.

4.3.1 Saint John’s shall maintain at all times an employee to be Saint John’s ombudsperson with the responsibility to (i) receive questions and complaints from the surrounding neighborhood relating to parking and other operational matters affecting the neighborhood, (ii) refer questions or complaints to the appropriate Saint John’s employee for a response and/or action, (iii) follow up with the Saint John’s employee responsible for providing the relevant information or taking the appropriate action, (iv) follow up with the community individual who raised the matter to ensure that appropriate information has been provided or appropriate action taken to the extent reasonably feasible, and (v) maintain a written record of all questions and complaints received and a description of any actions taken or information provided and the name of the person responsible for doing so.

4.3.2 Saint John’s shall maintain its procedures appropriate for the ombudsperson to carry out his or her responsibilities. Saint John’s shall continue to publicize the name and contact information of the ombudsperson on Saint John’s website and in general announcements to the neighborhood and shall not make any material changes without the prior written approval of the Community Development Director.

Exhibit “R-1”

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4.3.3 Saint John’s shall provide the information described in Section 4.3.1(v) of Exhibit “R-1” to the City as a part of Saint John’s annual development compliance report and within five (5) days following a request by the City.

4.3.4 The City shall maintain a record of the ombudsperson’s name and contact information and shall provide this information to any member of the public upon request.

4.4 Special Events Parking. Upon receipt of at least 30 days’ advance notice, Saint John’s shall make Lot “B” available up to 5 times per month for parking of fifty (50) vehicles between the hours of 7:00 p.m. to 10:00 p.m. for special events at McKinley Elementary School or other Santa Monica schools or non-profits, where additional parking may be needed. Saint John’s may charge for such parking at then-prevailing market rates and may establish reasonable rules and regulations for the use of and access to and from the parking area. Saint John’s may exclude any individuals who do not comply with such rules and regulations. Once surface parking is no longer located in Lot “B”, this Section 4.4 of Exhibit “R-1” shall automatically expire and no longer be effective.

4.5 Continuing Community Outreach. Saint John’s shall hold an annual community meeting on the Campus Property with residents in the Campus Property’s vicinity. Saint John’s shall provide at least 15 days’ prior written notice of such meeting by U.S. Mail to the City and residents and property owners within a 1,000-foot radius of the Campus Property. The purpose of the meetings will be to identify and address any issues associated with Saint John’s compliance under the Development Agreement.

4.6 Discounted Parking Rate for Persons with Disabled Person Parking Placards.

Upon the Third Amendment Effective Date, Saint John’s shall maintain a discounted daily parking rate for visitors/patients with Disabled Person license plates or placards who are visiting Saint John’s.

4.7 This Section 4 shall remain applicable through the Term.

5. Phase II South Campus Affordable Housing

5.1 Saint John’s currently has ten (10) vacant residential rental dwelling units located at 1417-1423 21st Street (“Existing Units”). Saint John’s shall have the following options with regard to the Existing Units:

5.1.1 Replace the Existing Units by building no less than ten (10) new deedrestricted residential rental dwelling units affordable to households making up to 80% of area median income based on the California Tax Credit Allocation Committee’s income and rent limits (instead of those in 2022 Zoning Code Chapter 9.64) on the South Campus (“Affordable Replacement Units”) in the location identified in the Phase II Master Plan. All Affordable Replacement Units shall be subject to a recorded rental deed restriction of not less than 99-years, in form substantially similar to the form approved by the City’s Housing Division and City Attorney to generally satisfy the deed restriction requirements in the City’s Affordable Housing Production Program in the Santa Monica Municipal Code (“AHPP Ordinance”). In the event Exhibit “R-1”

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that Saint John’s proposes to build more than ten (10) residential rental dwelling units, such development shall not require an amendment to this Agreement, provided that such development qualifies as a new housing development project within the meaning of California Government Code Section 65589.5(h)(2).

5.1.2 Remove the Existing Units from the rental housing market by obtaining a removal permit from the Santa Monica Rent Control Board in accordance with the requirements of the City’s Rent Control Ordinance and/or regulations in effect at the time the removal application is deemed complete by the City’s Rent Control Board (“Removal Permit”). In the event that the Removal Permit is granted, Saint John’s agrees to build the Affordable Replacement Units.

5.1.3 Nothing in this Section 5.1 precludes Saint John’s from partnering with a housing provider to develop, finance and deliver the Affordable Replacement Units.

5.1.4 Notwithstanding anything to the contrary herein, nothing in this Section

5.1 shall preclude Saint John’s from financing the development of the Affordable Replacement Units with federal or state tax credit financing, alone or in combination with other sources of public financing, in which event such units may be deed-restricted in accordance with the permitted income limits, rent limits, unit sizes, and regulations of the public financing source without an amendment to this Third Amendment and any conflicting provisions in the thenexisting Santa Monica Municipal Code shall not apply. Tenant applicants for these units shall be taken from the City-administered affordable housing waitlist.

5.2 Saint John’s may satisfy its housing obligations under this Section 5 at any time after the Third Amendment Effective Date; provided, however, no other Phase II Building on the South Campus may obtain its Certificate of Occupancy unless and until the Affordable Replacement Units have been issued a Certificate of Occupancy by the City provided however, that Phase II Buildings on the South Campus may commence construction prior to or concurrently with commencement of construction of the Affordable Replacement Units.

5.3 For Phase II Vested Development(s) with Planning Application(s) filed and deemed complete within ten (10) years of the Third Amendment Effective Date, Saint John’s shall pay the Affordable Housing Commercial Linkage Fee pursuant to 2022 Zoning Code Chapter 9.68 (including any adjustments to account for inflation in accordance with 2022 SMMC Section 9.68.080) or 2022 SMMC Section 9.23.030(A)(3). For Phase II Vested Development(s) with Planning Application(s) filed after a period ten (10) years after the Third Amendment Effective Date, Saint John’s shall pay any Affordable Housing Commercial Linkage Fee then in effect. For the Term of the Development Agreement, for purposes of calculating the Affordable Housing Commercial Linkage Fee, (a) the hospital rate shall apply to the following uses:

Hospital/Healthcare, Health & Wellness Center, Medical Research Facilities, Education & Conference Center, and Child & Family Development Center; (b) the lodging rate shall apply to “Visitor Accommodations”; and (c) the retail rate shall apply to Neighborhood Commercial Uses, Restaurant and Health-Related Services.

Exhibit “R-1”

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5.4 For the avoidance of doubt, the Affordable Housing Production Program (2022 Zoning Code Chapter 9.64, or successor thereto) and/or housing community benefits requirements in 2022 SMMC Section 9.23.030(A)(1)-(2), or successor thereto, shall not apply to the Affordable Replacement Units or any Visitor Accommodations.

5.5 Notwithstanding the foregoing, Saint John’s may elect to provide an equivalent amount of deed-restricted Supportive Housing for households making up to 80% of area median income based on the California Tax Credit Allocation Committee’s income and rent limits instead of some or all of the required Affordable Replacement Units (unless objected to by the Rent Control Board).

5.6 This Section 5 shall remain applicable through the Term.

6. Internship/Nurse Residency Program.

6.1 Commencing in calendar year 2023 through the Term, Saint John’s must make available at least two (2) internships or nurse residencies during each school year (which for this purpose includes the following summer) to students who attend a high school in Santa Monica or Santa Monica College (or attended within three years prior to the relevant year) or are Santa Monica residents. Two (2) additional internships or nurse residencies shall also be made available no later than six (6) months after the issuance of the Certificate of Occupancy for the first Phase II Building, not including the Phase II Multifamily Housing building. All four (4) of these internships shall be paid at the City’s minimum wage unless a student requests an unpaid internship in order to obtain school credit(s) (or more school credits) for such internship. Saint John’s shall select interns in accordance with its normal practice of hiring the most qualified candidate and shall make a good faith effort to hire residents of the 90404 zip code (Pico Neighborhood) as the first priority and other Santa Monica residents as the second priority when most qualified or equally qualified as other applicants who are not residents of the 90404 zip code or Santa Monica residents, as applicable. Subject to the requirements specified in this Section 6, Saint John’s retains full discretion to establish selection criteria for, and to select, the students for the internships.

6.2 Saint John’s shall inform the City’s Director of Community Development, Santa Monica High School, Santa Monica College, Virginia Avenue Park Advisory Board, and Virginia Avenue Park Youth Employment Services of the availability of, and selection criteria for, such internships prior to the start of each school year. Not having filled both internships during each school year will not constitute a default within the meaning of the Development Agreement so long as Saint John’s has provided notice to the organizations in this Section 6.2 and advertised the availability of such internships in the Santa Monica Daily Press or similar local media.

6.3 This Section 6 shall remain applicable through the Term.

Exhibit “R-1”

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7. Equal Opportunity Subcontracting.

7.1 The following language shall be included in all construction contracts between Saint John’s and its contractors with respect to Phase II Development Sites:
“The Contractor shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age, or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors, or suppliers. The Contractor shall provide equal opportunity for subcontractors to participate in subcontracting opportunities. The Contractor understands and agrees that violation of this clause shall be considered a material breach of the contract and may result in contract termination or other contract remedies.”

7.2 At least thirty (30) days before recruitment of subcontractors by any of Saint John’s construction contractors, Saint John’s shall submit documentation to the Community Development Director, evidencing its construction contractors’ outreach about bid opportunities to enhance participation by all classes of subcontractors, vendors, or suppliers, including, without limitation, women business enterprises, minority business enterprises, and local business enterprises. The scope of documentation shall be reasonably determined by the Community Development Director.

7.3 This Section 7 shall remain applicable through the Term.

Exhibit “R-2”

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EXHIBIT R-2

TRANSPORTATION DEMAND MANAGEMENT PLAN

UPON PHASE II IMPLEMENTATION

1.0 Purpose. The Saint John's Transportation Demand Management Plan (the "TDM Plan") is intended to ensure that Saint John's reduces to the extent reasonably feasible vehicle trips associated with the operation of its campus, and the parking demand associated with such vehicle trips.

2.0 Performance Standard.

2.1 Average Vehicle Ridership Standard. Saint John's commits, through its TDM Plan, to achieve a 2.0 average vehicle ridership ("AVR") during peak periods (AM and PM) by the first anniversary of the issuance of a Certificate of Occupancy for the first Phase II Building (other than the Phase II Multifamily Housing building) (“AVR Standard”). Saint John's failure to achieve the AVR Standard will not constitute a default within the meaning of the Development Agreement so long as either (a) Saint John’s is continuing to implement additional measures designed to achieve compliance with its AVR Standard pursuant to Section 2.4(a) of this TDM Plan, or (b) Saint John’s has paid the alternative compliance fee pursuant to Section

2.4(b) of this TDM Plan.

2.2 Determination of AVR. 2022 SMMC Chapter 9.53 (the “TDM Ordinance”) shall govern how AVR is calculated for the project.

2.3 AVR Monitoring Requirement. As part of the annual periodic review for the Term of the Development Agreement, the City shall monitor Saint John's performance in attaining the AVR Standard based upon cumulative employee surveys for the project undertaken for one consecutive week each year. The survey will be conducted in accordance with 2022 SMMC Section 9.53.060(B), except that zero emission vehicles shall be counted as vehicles. The survey week for the AVR monitoring shall be within three weeks of when the annual parking counts required by Section 5 of Exhibit “U” Phase II Parking Management Plan are conducted unless and until such parking counts are no longer required. The results of the AVR survey shall be due to the City on or before December 15th each year. If the AVR survey used to document Saint John’s AVR achievement pursuant to this section also meets the criteria for the AVR survey required for Saint John’s as an Employer pursuant to 2022 SMMC Sections 9.53.060 and

9.53.080 or successor thereto, then Saint John’s may use the same AVR survey for both purposes.

2.4 Modifications to TDM Plan. If the AVR Standard is not achieved, Saint John’s shall submit a list of modifications to the TDM Plan (physical and/or programmatic elements) to the Community Development Director for approval within 60 calendar days of the report submittal. The Community Development Director shall review the list of modifications and may also recommend modifications to Saint John’s TDM Plan, as appropriate, in order to ensure that the applicable AVR Standard is achieved. Upon approval of the requested changes, Saint John’s shall have 30 calendar days to implement the approved measures. Saint John’s shall then submit a follow-up monitoring report within 6 months. For purposes of the follow-up monitoring report, Exhibit “R-2”

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Saint John’s may elect to use one of the following methods to calculate AVR in lieu of a comprehensive employee survey: (1) Saint John’s may survey a statistically representative sample of peak period employees (based on the commute modes documented on the prior AVR survey), so long as at least 10% of all peak period employees respond; or (2) if Saint John’s has implemented an online or mobile survey tool that allows periodic or automatic reporting of employee transportation modes, Saint John’s may use some or all of the information from said tool to calculate AVR so long as the information reflects a statistically representative sample of peak period employees (based on the commute modes documented on the prior AVR survey) and includes data from at least 10% of all peak period employees. If the project continues to not achieve the applicable AVR Standard, Saint John’s, in its sole and absolute discretion, has the option of (a) continuing to implement additional measures or modifications to the TDM Plan that are reasonably designed to achieve compliance with its AVR Standard for approval by the Community Development Director; or (b) bringing the project AVR into alternative compliance through the payment of an Alternative Compliance Fee as that term is defined in SMMC Section

9.53.140(E).

3.0 TDM Plan Physical Elements.

3.1 Commute Transportation Information Display. Saint John's shall provide a display (the “Commute Transportation Information Display”) which shall be located where the greatest number of employees and visitors are likely to see it. The Commute Transportation Information Display will show:
(a) Current maps, routes and schedules for public transit routes within one half mile of the Saint John’s Campus Property;
(b) Transportation information including regional ridesharing agency, local transit operators, and certified transportation management organization (“TMO”) where available;
(c) Materials publicizing internet and telephone numbers for referrals on transportation information;
(d) Promotional materials supplied by the Los Angeles County Metropolitan Transportation Authority (“Metro”), the Big Blue Bus, and/or other publicly supported transportation organizations;
(e) Bicycle route and facility information, including rental and sales locations, regional/local bicycle maps, bicycle safety information within one half mile of the Saint John’s Campus Property, and information on the availability of free lockers and the methods for obtaining these lockers;
(f) A listing of facilities at the site for carpoolers/vanpoolers, transit riders, bicyclists, and pedestrians, including information on the availability of preferential carpool/vanpool parking spaces and the methods for obtaining these spaces; Exhibit “R-2”

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(g) Walking and biking maps for employees and visitors, which shall include, but not be limited to, information about convenient local services and restaurants within walking distance of the project; and
(h) Information regarding local rental housing agencies.

3.2 Rideshare Bulletin Board. Saint John’s shall keep a rideshare bulletin located where the greatest number of employees are likely to see it and it shall be updated on an as needed basis. The Rideshare Bulletin Board may be located in the same location as the Commute Transportation Information Display provided that said location is where the greatest number of employees are likely to see it.

3.3 Bicycle Parking And Showers. Saint John's shall:
(a) For Phase I, provide bicycle racks with capacity for 90 bicycles in a location (or locations) that is at least as conveniently located as the most convenient automobile spaces, other than those spaces for persons with disabilities, on the North Campus. (b) For Phase II, provide bicycle parking in accordance with the Phase II Master Plan Standards (Exhibit “Q”) in addition to continuing to provide bicycle parking for Phase I in accordance with TDM Plan Section 3.3(a) above. (c) Provide showers and lockers for use by bicyclists and/or walkers in accordance with the Phase II Master Plan Standards (Exhibit “Q”).

3.4 Preferential Parking. Saint John’s shall dedicate a portion of the new parking spaces for carpool/vanpool parking in accordance with the Phase II Master Plan Standards (Exhibit “Q”).

4.0 TDM Plan Programmatic Elements.

4.1 Project/Employee Transportation Coordinator. A dedicated Project/Employee Transportation Coordinator ("ETC") shall manage all aspects of this TDM Plan and participate in City-sponsored workshops and information round tables. The ETC shall actively participate in the GoSaMo TMO (see Section 4.2(o) of this Exhibit “R-2”). The ETC shall be responsible for making available informational materials on rideshare options and opportunities, particularly programs that involve rideshare subsidies. In addition, transit passes will be available through the ETC to employees and visitors during typical business hours. The ETC will be at the worksite during normal business hours when the majority of employees are at the worksite and devote a minimum of thirty-five hours per week to managing the TDM Plan. The ETC will oversee the development, administration, implementation, and monitoring of all TDM Plan elements. At a minimum, the ETC and one additional Saint John’s employee will possess SCAQMD's Employee Transportation Coordinator Training Certificate or its equivalent. The ETC will be provided with a dedicated and easily accessible workspace and the tools necessary to perform his or her duties.

Exhibit “R-2”

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4.2 Programmatic Elements.
(a) New Employee Orientation. New employees shall be provided with a summary of the TDM Plan, including incentives for using non-single-occupancy-vehicle modes of transportation to and from work.
(b) Parking Cash Out (Health and Safety Code Section 43845). If Saint John’s leases parking from a third-party for employees, Saint John’s shall comply with the parking cash out provisions of California Health and Safety Code Section 43845 if applicable. In determining the amount of the parking cash out, Saint John’s shall be permitted to use the average subsidy provided to all employees who lease parking across all of Saint John’s leased employee parking spaces because more than one employee may use a leased parking space (and therefore the subsidy to a particular employee is not equal to the difference between the amount Saint John’s is paying for a leased parking space and the amount Saint John’s is charging a particular employee for parking). If an employee elects to receive a free mass transit pass from Saint John’s pursuant to TDM Plan Section 4.2(k) below, the amount of the parking cash out shall be reduced by the cost Saint John’s incurs for providing the mass transit pass. If an employee is eligible to receive both (a) the parking cash out described in this section and (b) the Daily Transportation Allowance described in TDM Plan Section 4.2(i) or the Trial Transportation Allowance descried in TDM Plan Section 4.2(j) below, Saint John’s shall only be required to offer such employee the greater of the parking cash out and the applicable Transportation Allowance. (c) Incentives for employees that live within one half mile of the Saint John’s Campus Property. 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 establish incentives for employees that live within one half mile of the Saint John’s Campus Property and submit such list of incentives to the Community Development Director for review and approval. (d) Bike Commute Information. Saint John’s shall provide information regarding availability of bike commute training offered either on-site or off-site by a third party. (e) Shared Bicycles/Mobility Devices. If Citywide bikeshare or dockless mobility devices are not available within a 2-block radius of the project site, Saint John’s shall provide free on-site shared bicycles intended for guest and employee use during the workday (e.g. Bike@Work Program).
(f) Rideshare Matching Service. Saint John's shall provide a rideshare matching service to all employees using a ride matching service (e.g. RideMatch, CommuteSM, etc.). Employees are matched upon onboarding and on demand. (g) Compressed Work Week. Saint John's shall provide a written policy regarding eligibility, participation and administration of its compressed work week program.

Saint John's employees participate in both 3/36 and 4/40 compressed work week schedules. (h) Telecommuting. Saint John's will explore the feasibility of increasing the number of its administrative staff who work remotely rather than on-site. Saint John's will increase the number of its administrative staff working remotely if and to the extent reasonably feasible.

Exhibit “R-2”

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(i) Daily Direct Cash Subsidy/Transportation Allowance. Except for employee commute trips via mass transit (which are fully subsidized pursuant to TDM Plan Sections 4.2(j) and (k) below), Saint John's shall provide employees who use a non-singleoccupancy-vehicle commute method a daily direct cash subsidy/transportation allowance for each day that they use a non-single-occupancy-vehicle commute method equal to at least 75% of the value of a regional transit pass of the employee’s choice divided by 20 (the “Daily Transportation Allowance”). Saint John’s and City agree that the Metro EZ Pass (or a pass of no substantially greater geographic coverage in this same region) constitutes a regional transit pass and that Saint John’s shall not be obligated to pay for any pass that exceeds the cost of the Metro EZ Pass; provided, however, in the event Saint John’s is obligated to provide the parking cash out described in Section 4.2(b) above, the value of the Daily Transportation Allowance must be at least 110% of the value of the parking cash out divided by 20. An employee accepting the Daily Transportation Allowance shall be required to (i) execute a contract agreeing said employee will not utilize a single occupancy vehicle for the majority (at least 51%) of their daily commute distance, and (ii) shall be required to submit a daily commute tracking form agreeing that said employee utilized an eligible non-single occupancy vehicle commute mode for at least 51% of their daily commute and did not utilize their mass transit pass for such daily commute.

The subsidies will be disbursed quarterly at a minimum. The employee must demonstrate compliance as reasonably required by Saint John’s. Any employee with an assigned vehicle parking location is not eligible to receive the Daily Transportation Allowance. If an employee is eligible to receive both (a) the parking cash out described in TDM Plan Section 4.2(b) above and (b) the Daily Transportation Allowance described in this section, Saint John’s shall only be required to offer such employee the Daily Transportation Allowance described in this section and not both.
(j) Trial Daily Direct Cash Subsidy/Transportation Allowance. For employees who have an assigned vehicle parking location, Saint John’s shall offer a trial Transportation Allowance for at least a one month period each year as an incentive for such employees to try out commute methods other than arriving to/from work in a single-occupancy vehicle (the “Trial Transportation Allowance”). The Trial Transportation Allowance shall be the same amount and have the same criteria and requirements as the Daily Transportation Allowance in Section 4.2(i) above except that employees who have an assigned vehicle parking location are eligible to receive the Trial Transportation Allowance. (k) Mass Transit - Free Passes. Upon request, Saint John's shall provide all employees who commute to/from Saint John’s via mass transit for at least 51% of their daily commute with a regional public transit pass for commute purposes free of charge. Such pass may be provided through Metro’s Employer Pass Program (E-Pass) or comparable system. An employee accepting the free mass transit pass shall be required to execute a contract agreeing said employee will not utilize a single occupancy vehicle for the majority (at least 51%) of their daily commute distance. Any employee with an assigned vehicle parking location is not eligible to receive a mass transit pass. If an employee utilizes mass transit for their commute to/from Saint John’s, the employee shall not be entitled to the Daily Transportation Allowance described in Section 4.2(i) above for such days that the employee commutes via mass transit.

Exhibit “R-2”

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Santa Monica City CouncilMarch 22, 2022

Santa Monica City Council
March 22, 2022