Agenda packet, second session — Santa Monica City Council, April 26, 2022 (part 5 of 14)

the exemption is written to apply only to one property in the City, giving it greater freedom than any other nonconforming hotel operation to alter its restaurant operations. Although written as if it is generally applicable, the law applies to class of one, and only one, business, and could never apply to any other given the operational dates included in the ordinance. Such legislation has the appearance of an arbitrary act, particularly given the specificity of the qualifying conditions. The Council should reject this spot-zoning and hold the Oceana Hotel to the same standards as other hotels that are operating in residential zones in the City.

Non-Conforming Hotel Operations
The applicant acknowledges that the Oceana Hotel is a legal nonconforming use. The City’s nonconforming use ordinance is intended to allow for “continued occupancy and maintenance of structures . . . so long as the uses, continued occupancy, and maintenance meet the provisions of this Chapter.” (SMMC, § 9.27.010.) For nonconforming uses, “a nonconforming use of a building or a portion of a building . . . shall neither be expanded into any other portion of the building nor changed except to a conforming use.” (SMMC, § 9.27.050 D.) The code has very specific rules regarding the intensification of nonconforming restaurant uses:
“A nonconforming use shall not be permitted to substantially change in mode or character of operation. A substantial change in mode or character of operation shall include, but is not limited to, addition of uses, a change in operational hours that extends past 11:00 p.m. any night Sunday through Thursday and/or midnight on Friday and/or Saturday or begins before 7:00 a.m., a 5 percent increase in the floor area of the premises, or a 5 percent increase in the number of seats in any restaurant, but in no case shall the increase exceed any established seating limitation in the underlying zoning district.” (SMMC, § 9.27.050 E (emphasis added.).)
Staff correctly concluded that the Oceana’s request to revise its Conditional Use Permit to allow both food and alcohol service to the general public would constitute an impermissible intensification of use under the zoning code’s provisions for nonconforming uses. The examples provided in the ordinance are not intended to be exhaustive of the possibilities for intensification, and it would seem that allowing the general public to dine at the hotel would have the same types of impacts as a small (5 percent) increase in floor area or seating capacity. Opening the hotel restaurant for non-guests will likely result in an increased number of people traveling to the hotel for the purpose of dining there who now do not have any reason to make this trip.

In fact, the 1996 CUP specifically based its conclusions on granting a license on findings such as, “the license type ensure alcohol service will be limited to hotel guests and their visitors thereby minimizing any potential impact on surrounding uses;” and “will not increase the Item 6.A
04/26/22
54 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 963 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) Santa Monica City Council
April 25, 2022

Page 3 ends

demand for parking on-site.” (See Exhibit A, pp. 2-3.) The 1996 findings also note that “[t]he proposed use will not adversely effect the welfare of neighborhood residents in a significant manner in that the use will be allow[ed] for a Type 70 restricted license, allowing alcohol service to registered guests of the hotel and their visitors only, thereby not significantly increasing hotel related impacts.” (Id. pp. 3-4.) Staff’s conclusion that the change to allow for outside use is an impermissible intensification is well-supported.

The Applicant’s Proposal
The applicant has proposed a Zone Text Amendment to address the limitation in the nonconforming ordinance, suggesting text for a proposed amendment to section 9.31.040, creating an exemption that appears to be custom-designed for the Oceana. This proposal would create a new section in the code provision that discusses alcoholic beverage permits. The applicant alternatively proposes to add a new section to section 9.27.050 on nonconforming uses that specifies that a legal nonconforming hotel is permitted to change from serving guests to serving the general public without intensifying the use under the nonconforming use provisions of the zoning code. It would appear to be a more appropriate placement in the code to in the section on nonconforming businesses, since this is the reason for the need for the exception and it is better understood in that context.

The applicant also proposes a more expansive alternative, that “hotels that existed as of January 1, 1995 in residential zones can be listed in Table 9.08.020 as permitted uses.” This change would be inappropriate to make without significant further discussion. The staff report lists several other nonconforming hotels in the City. Re-writing the code to make them again conforming is like opening Pandora’s box for all of these properties and should be dismissed outof-hand without much more robust consideration and outreach for affected properties.

Staff Proposal
The staff report for this item substantially revises the applicant’s proposal, creating a number of operational requirements that relate to the dates that the various uses at the property were rendered non-conforming. Instead of codifying these requirements as an exemption to the intensification provisions in the nonconforming ordinance, it places these requirements in the zoning code’s use table. Like the applicant’s proposal, there is a universe of only one property in the City that meets these requirements. None of these requirements has a specific bearing on the impact of the expanded operations. They simply assure that the operations have been extant at the current level for a number of years. This is a classic example of spot zoning: giving one property a more expansive use than is permitted at other similarly situated properties. This is particularly problematic because the conditions identified for the applicability of this exemption are unrelated to any meaningful zoning-related impacts of the changed use.

Item 6.A
04/26/22
55 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 964 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) Santa Monica City Council
April 25, 2022

Page 4 ends

June 9, 2021 Planning Commission Hearing Recognizes Spot Zoning Nature of Request At the June 9, 2021 Planning Commission meeting, several Commissioners noted with great concern the spot zoning nature of the text amendment. Commissioner Raskin noted that the zone text amendment was “so narrowly tailored,” and that it appeared to have “no rational basis” why this hotel could open to public dining but other hotels in R2 or R3 zones could not open a restaurant. Commissioner Raskin also noted that it would be difficult to justify the substantial public benefit of opening this non-conforming hotel to public dining. Commissioner FondaBonardi also commented that the proposal appeared to be spot zoning and that the purpose of non-conforming uses was to gradually phase-out non-authorized uses. This use would actually increase the operations of the hotel, in a neighborhood that is impacted by other commercial uses. Commissioner Fresco also found that the zoning ordinance was spot zoning and that any expansion of restaurant use in this area should be done in a more comprehensive manner.

Policy Implications
These proposals make a hole in the existing nonconforming ordinance. As recently as 2015, the Council determined that existing nonconforming operations should not be intensified.

This proposal does exactly that. And while it may be said that in this case, only a small change is permitted, this kind of action serves as a precedent to other nonconforming users who are watching. It is unknown what other types of proposals can be justified by other nonconforming businesses, but it can be said that for certain that this proposal will increase the incursion of the commercial environment into this residentially-zoned neighborhood. This is precisely what the zoning code attempted to avoid.

While the proposal here may be so narrowly crafted as to apply to only a single business, if it is adopted, what is to prevent other businesses to lobby for the enactment of similar exemptions, riddling the non-conforming ordinance with all sorts of loopholes? This is a path that has the potential for significant abuse. The nonconforming ordinance as it exists is simple and clear. The application for the zone text amendment should be denied because there is no need to create an exemption that guts the clear purpose of the ordinance.

Conditional Use Permit
The applicant has proposed two new Conditional Use Permits. Application 20ENT-0237 requests a new CUP for alcohol service to the general public, and Application 21ENT-0090 requests a new CUP for food service to the general public. In order to grant a CUP, the Municipal Code requires the following findings:

Item 6.A
04/26/22
56 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 965 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) “A. The proposed use is conditionally allowed within the applicable Zoning District and complies with all other applicable provisions of this Ordinance and all other titles of the Municipal Code.

B. The proposed use is consistent with the General Plan and any applicable specific plan.

C. The subject parcel is physically suitable for the type of land use being proposed.

D. The proposed use is compatible with any of the land uses presently on the subject parcel if the land uses are to remain.

E. The proposed use is compatible with existing and permissible land uses within the District and the general area in which the proposed use is to be located which may include but not be limited to size, intensity, hours of operation, number of employees, or the nature of the operation.

F. The physical location or placement of the use on the site is compatible with and relates harmoniously to the surrounding neighborhood.

G. Based on environmental review, 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.

H. The proposed use and related project features would not be detrimental to the public interest, health, safety, convenience, or general welfare.” (SMMC, §

9.41.060.)
These findings require factual support. There is no record of any environmental review of the proposed zone text amendment or Conditional Use Permit, so there is no basis to conclude whether the intensification of use would have impacts that has not been mitigated. The applicant claims that opening the restaurant to the general public would have a net reduction in traffic because neighbors could walk to the restaurant instead of driving elsewhere to eat. This is pure speculation, not supported by any analysis. Isn’t it equally likely that patrons will drive from elsewhere to this restaurant? The neighboring residents already live within a short walk to downtown where there are numerous restaurants. It seems more likely that new driving demand will be created by opening a new restaurant at the hotel. No discussion is provided of how to accommodate the increased parking demand that this will impose in the area. While the staff report looks at some parking studies from 2006 and 2015 to conclude that the hotel has adequate Item 6.A
04/26/22
57 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 966 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) Santa Monica City Council
April 25, 2022

Page 6 ends

parking, there is no evidence that traffic generation from similarly sized restaurants was studied in connection with this application.

The Council should deny the requested entitlements. The applicant knew that it owned a nonconforming hotel. The City has already made the decision that hotels are not a permitted use in this neighborhood, because such businesses have negative external impacts on neighbor residents. While the existing hotels are permitted to continue operating, they should not be allowed to intensify their operations when the City has already determined that no other similar businesses should operate in those locations in the future.

Yours very truly,

STRUMWASSER & WOOCHER LLP
Beverly Grossman Palmer
Cc: Mayor Sue Himmelrich ([email protected])
Mayor Pro Tem Kristin McCowan ([email protected]) Councilmember Phil Brock ([email protected])
Councilmember Gleam Davis ([email protected])
Councilmember Oscar de la Torre ([email protected]) Councilmember Lana Negrete ([email protected])
Councilmember Christine Parra ([email protected]) Item 6.A
04/26/22
58 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 967 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins))

EXHIBIT A
Item 6.A
04/26/22
59 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 968 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) Item 6.A
04/26/22
60 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 969 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) �- .,,_ • •
EDECTIVE DATE(Sl OF ACTION(S) IF NOT APPEALED:

August 21, 1996
EXPIRATION DATE(S) OF ANY PERMITS GRANTED:

Fighteeo (J 8� Months Conditional Use Permit (CUP 96-009) LENGTH QF ANY POSSIBLE EXTENSION QF EXPIRATION DATE<.S.):

Any request for an extension of the expiration date m�t be re�ived in the Planning and Zoning Division prior to expiration of this permit.

One six (6) rnonfb extensioo Conditional Use Permit (CUP 96-009)

CONDITJONALUSEPERMIIFJNDINGS

1. The proposed use is one conditionally permitted within the subject district and complies with all of the applicable provisions of the "City of Santa Monica Comprehensive Land Use and Zoning Ordinance", in that an alcohol license in conjunction with a hotel is conditionally permitted in the R3-NW district of the Zoning Ordinance.

2. The proposed use would not impair the integrity and character of the district in which it is to. be established or located, in that the R3-NW district permits existing hotels, and alcohol service will be ancillary to the function of the existing hotel establishment

3. The subject parcel is physically suitable for the type of land use being proposed, in that the . ·parcel is a standard lot witl>, no unusual characteristics.

4. The proposed use is compatible with any of the land uses presently on the subject parcel if the present land uses are to remain, in that the issuance of an alcohol license to allow alcohol �ervice to hotel guests and their visitors is compatible with the existing hotel use.

5. The proposed use would be compatible with existing and permissible land uses within the district and the general area in which the proposed use is to be located, in that the zoning of the site conditionally permits the issuance of an alcohol license in conjunction with an existing hotel facility, and that the license type _ensures alcohol service will be limited to hotel guests and their visit�rs thereby minimizing any potential impact on surrounding uses. 2 Item 6.A
04/26/22
61 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 970 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) -� • •

6. There are adequate provisions for water, sanitation, and public utilities and services to ensure that the proposed use would not be detrimental to public health and safety, in that the site is located in an urbaniz.ed area adequately served by existing infrastructure.

7. Public access to the proposed use will be adequate, in that parking will be provided in the existing hotel parking lot and that the proposed use will allow alcohol service to registered hof:el guests and their visitors only, which will not increase the demand for parking on-site.

8. The physical location or placement of the use on the site is compatible with and relates harmoniously to the surrounding neighborhood, in that the proposed alcohol license. will be for an allowed hotel in existence prior to January 1, 1995 which is consistent with the R3- NW district zoning which allows hotels in existence before January I, 1995 or their replacement with a new hotel.

9. The proposed use is consistent with the goals, objectives, and policies of the General Plan, in that the Land Use Element of the General Plan classifies the land use as High Density Housing which 8:1Jows hotels.

I 0. The proposed use would not be detrimental to the public interest, health, safety, convenience, or general welfare, in that the proposed use would occur at an existing hotel and would not intensify that use.
) · 11. The proposed use conforms precisely to the applicable performance standards contained in Subchapter 9.04.12 of the City of Santa Monica Comprehensive Land Use and Zoning . Ordinance, in that no performance standard pennit is required.

12. The proposed use will not result in an overconcentration of such uses in the immediate vicinity, in that the proposed alcohol license will be for an existing hotel, and in that this type of outlet has not contributed significantly to alcohol related problems in the city.

ALCQHQL OUTLET FINDINGS

1. The proposed use and location are in accordance with good zoning practice, in the public interest, and necessary that substantial justice be done in that the alcohol license will be for a an existing hotel in the R3-NW district

2. The proposed use will not adversely affect the welfare of neighborhood residents in a significant manner in that the use will be allow for a Type 70 restricted license, allowing alcohol service to registered guests of the hotel and their visitors only, thereby not significantly increasing hotel related impacts.

3. The proposed use will not contribute to an undue concentration of alcohol outlets in the area in that a hotel use with alcohol service for hotel guests and their visitors only is not typically· ·3
Item 6.A
04/26/22
62 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 971 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) "'· • •
considered to contribute to objectionable problems associated with alcohol outlets. furthermore, this type of outlet has not contributed significantly to alcohol related problems in the city.

4. The proposed use will not detrimentally affect nearby neighborhoods considering the distance of the alcohol outlet to residential buildings, churches, schools, hospitals, playgrounds, parks, and other existing alcohol outlets in that the conditions for approval, such as the requirement that only registered guests of the hotel and their visitors -may be served alcohol, will minimiz.e the potential affect on the residential uses in the vicinity. s� The proposed use is compatible with existing and potential uses within the general area in that the hotel is in the R3-NW (North of Wilshire Overlay) district, and a hotel with an alcohol license is compatible with permitted uses.

6. Traffic and· parking congestion will not result from the proposed use in that parking for the use is available on-site and the proposed Type 70 alcohol license will not result in increased parking demand.

7. The public health, safety, and general welfare are protected in that conditions of approval to require responsible dispensation of alcohol are included herein.

8. No harm to adjacent properties will result in that the conditions of approval will ensure that the establishment operates as a hotel with ancillary alcohol service.

9. The proposed use is consistent with the objectives of the General Plan in that the Land Use Element of the General Plan designates the area as High Density Housing and the Zoning Ordinance allows for existing hotels within this area.

CONDITIONS QF APPROVAL

1. This approval is for those plans dated April 24, 1996, and amended July 9, 1996, a copy of which shall be �tained in the files of the Planning and Zoning Division. Project development shall be consistent with such plans, except as otherwisespecified in these · conditions of approval.

2. The Plans shall comply with all other provisions of Chapter 1, Article IX of the Municipal Code, (Zoning Ordinance) and all other pertinent ordinances and G�neral Plan policies of the City of Santa Monica.

3. To mitigate solid waste impacts, prior to issuance of a Certificate ·of Occupancy, project Management
owner shall submit a recycling plan to the ·Department of Environmental and Public Works for its approval. Toe recycling plan shall include 1) list of materials such as white paper, computer paper, metal cans, and glass to be recycled; 2) location of recycling 4 Item 6.A
04/26/22
63 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 972 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) Item 6.A
04/26/22
64 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 973 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) Item 6.A
04/26/22
65 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 974 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) Item 6.A
04/26/22
66 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 975 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 1 Vernice Hankins
From: Martyn Burke <[email protected]>
Sent: Monday, April 25, 2022 10:28 AM
To: councilmtgitems; Gleam Davis; Oscar de la Torre; Sue Himmelrich; Kristin McCowan; Lana Negrete; Christine Parra; Phil Brock
Cc: David White
Subject: Oceana Hotel request-please vote NO
Please do not allow the Oceana Hotel to open as a commercial restaurant and bar.

This proposal is completely out of context with this neighborhood.

Martyn Burke
Laura Morton
Santa Monica
Item 6.A
04/26/22
67 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 976 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 2 Vernice Hankins
From: Kent Strumpell <[email protected]>
Sent: Monday, April 25, 2022 12:00 PM
To: councilmtgitems; Sue Himmelrich; Christine Parra; Oscar de la Torre; Gleam Davis; Phil Brock; Kristin McCowan; Lana Negrete; David Martin
Subject: Item 6-A, Oceana Hotel
Dear City Councilmembers,

This letter reiterates the points I made in my letter to you in November 2021.

I believe the request by the applicant to serve the general public in its restaurant is reasonable, beneficial and should be considered for the following reason.

Restaurants, cafes, coffee shops, etc can be valuable neighborhood resources accessible by walking, biking and short car trips. (I wish there more such places within walking distance of where we live in the Pico Neighborhood). Far from being a burden on the surrounding community, I think this low‐key restaurant at the Oceana could prove to be a local gem, an amenity that nearby residents will come to value highly.

Food services within the community can make our city more livable by allowing access to daily needs without having to use a car. The more we can create "complete communities" with a decent mix of essential services close by, the more we can reduce traffic and meet other city goals for livability, greenhouse gas reduction, etc.

Please consider these community benefits when you discuss the hotel's application and Staff's well‐reasoned recommendation to grant it.

Thank you,
Kent Strumpell
1211 B Michigan Ave.

Santa Monica
Item 6.A
04/26/22
68 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 977 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 1 Vernice Hankins
From: Nikki Kolhoff <[email protected]>
Sent: Monday, April 25, 2022 7:31 PM
To: councilmtgitems
Subject: City council mtg. 4/26/22, Item 6A - OPPOSE appeal of Oceana Hotel, a non-conforming use commercial intensification via two CUPs/text amendment to expand restaurant/alcohol use to the general public

EXTERNAL
Dear City Council -
I concur with the request from Wilmont that you DENY the Oceana Hotel appeal for public restaurant and alcohol use and reiterate their points below.

The appeal of the Oceana Hotel should be denied for the following reasons:
 This is a classic example of spot zoning as described by three Planning Commissioners.  As recently as 2015, the Council determined that existing nonconforming operations should not be intensified. These CUPs and text amendment do exactly that. The staff report focuses on the restaurants staying at the same number of seats but the issue is the increase in occupancy and turnover of those seats including additional cars and parking. The city traffic study focused on existing parking and did not forecast additional parking or increased traffic due to non-guests This increase in occupancy and turnover in the restaurant intensifies the commercialism in the neighborhood through more deliveries, more staff, more employee and customer parking and traffic in neighborhood (preferred parking only at night on Idaho with no preferred parking on Montana, Ocean (with Oceana taking half the block of Ocean with its valet parking zone) and 2nd Street. and increased use of the garage squeaky gates. The staff report continues to state the impact on the neighborhood will be insignificant with no data, no comparison to similar public restaurants and no admitting this 4–5-star hotel (room rates from $600 -$1,000) will price out most neighbors. Once the damage is done, there is no mitigation or return for the residents of the Wilmont neighborhood,
 Let’s remember the 1996 CUP specifically based its conclusions on granting a license on findings such as “the license type ensure alcohol service will be limited to hotel guests and their visitors thereby minimizing any potential impact on surrounding uses”. Is it just old fashioned to ensure that residents are protected from commercial impact?  Neighbors and many residents have provided their feedback that the intensification of the Oceana Hotel will impact parking, noise and traffic. The residents of 850 2nd Street, the apartment building across the alley have outlined that deliveries start occurring at 6:30 am and late into the night, parking garage gates are noisy during 24/7, staff are talking and smoking in alley and there is no current process/recourse for these issues to be resolved or addressed. How would you like to live across the alley from this? There is currently no city process nor is there a planned process that helps these residents “manage potential impacts to the surrounding neighborhood” outlined in this staff report. Once again, the promise of enforcement of STOAs and CUPs are made but cannot be delivered on by Item 6.A
04/26/22
69 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 978 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 2 the city. Code enforcement is understaffed, redeployed to help at the pier, is not staffed for nights or weekends and often cannot respond quickly enough when many of the issues occur.
 The applicant is OCBSM Owner LLC, which is owned by JRK Residential Group Inc, which is subsequently owned by JRK Property Holdings, Inc. a privately owned real estate investment company. This company owns and operates a portfolio totaling more than $15 billion of assets spanning thirty states. This is not a mom-and-pop small business. With its signing of a franchise agreement with Hilton LXR Hotels & Resorts the Oceana will be marketing and intensifying its commercial impact on the neighborhood. This is not about a few new neighbors stopping by for coffee but the intensification of non-hotel guests’ uses of the facility be it for dining, conferences, functions or other non-hotel guest activities.  Finally, this kind of action serves as a precedent to other nonconforming users. If adopted what is to prevent other businesses to lobby for the enactment of similar exemptions, riddling the non-conforming ordinance with loopholes. The nonconforming ordinance as it exists is simple and clear. The application for the zone text amendment should be denied because there is no need to create an exemption that guts the clear purpose of the ordinance.

The LUCE’s first principle is “Preserve the Neighborhoods. Many ran on supporting and protecting residents’ neighborhoods. The Oceana Hotel has exceeded its right as a non-conforming hotel to ask for any intensification in the Wilmont neighborhood and this appeal should be denied.

Thanks,
Nikki Kolhoff
Santa Monica Resident
Item 6.A
04/26/22
70 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 979 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 3 Vernice Hankins
From: Bruce Leddy <[email protected]>
Sent: Monday, April 25, 2022 6:41 PM
To: councilmtgitems
Subject: City Council Mtg 4/26/22 - Item 6a OPPOSE

EXTERNAL
Mayor Himmelrich and City Council Members -
I urge you to DENY THE APPEAL by the Oceana Hotel which would open their restaurant and bar to the public, in violation of their original 1996 CUP permitting alcohol service "limited to hotel guests and their visitors thereby minimizing any potential impact on surrounding uses." The Planning Commission rightfully denied the hotel's application, stating "The service of alcoholic beverages with meal service are not permitted uses by the Zoning Ordinance within R3 Zoning Districts and is specifically prohibited by SMMC Section 9.08.020..." Exempting the Oceana would set a precedent for all other property owners to bend the zoning code to their individual interests and profit, rather than follow established zoning regulations which protect the greater good of the community.

Please deny this appeal and require the Oceana to abide by its original agreement with the City.

Thank you for your time.

Bruce Leddy
NOMA Executive Board
22 year Santa Monica resident
Item 6.A
04/26/22
71 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 980 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 1 Vernice Hankins
From: [email protected]
Sent: Monday, April 25, 2022 9:24 PM
To: councilmtgitems; Gleam Davis; Oscar de la Torre; Sue Himmelrich; [email protected]; Lana Negrete; Christine Parra; Phil Brock
Cc: David White
Subject: DO NOT PERMIT THE OCEANA TO FURTHER DISRUPT OUR NEIGHBORHOOD

EXTERNAL
Dear Council Members,
You are elected by the residents, the citizens of Santa Monica, in order to represent THEIR best interests--not those of multi-million dollar corporations. We deserve the peaceful and quiet use of our neighborhood. Already neighbors close to the Oceana Hotel complain of noisy staff smoking in alleys, loud, often after-hour deliveries and other infractions that disturb the neighborhood.

Allowing the Oceana to become a public restaurant is not consistent with our residential zoning and is much opposed by those of us living in the Wilmont area. We do not want a commercial area such as this would become because that will invite more traffic, parking, congestion, noise, drunk driving and all the things that go with a commercial restaurant that also serves liquor and thrives on having more customers. We chose to live in a residential area that was commercial-free and mostly quiet, especially in the evenings. We chose you to enforce existing laws and zoning and to protect our residential neighborhood's peaceful surroundings.

Please do not approve the Oceana Hotel's request.

Thank you.

Kay Ward
Wilmont
Item 6.A
04/26/22
72 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 981 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 2 Vernice Hankins
From: Carl Hansen <[email protected]>
Sent: Monday, April 25, 2022 9:19 PM
To: councilmtgitems
Subject: Item 6-A --- Oceana Hotel

EXTERNAL
Dear Mayor Himmelrich and Councilmembers,
Thank you for hearing this matter again.

I am writing to reiterate my support of Staff's recommendation to grant the Oceana Hotel's applications to open its Sandpiper Restaurant to members of the public.

I have resided in the Wilshire Montana neighborhood (walking distance from the Oceana) for almost a decade, and am strongly supportive of pedestrian-friendly, small-scale businesses that serve the needs of the community -- especially pedestrians and cyclists -- and, just as important, help build relationships between the public and the people who own and operate those establishments, which are essential to the achieving the objective of the complete neighborhoods concept. I regularly use the bike path and walk with friends in Palisades Park, and it would be so great to have a local place to grab a bite or drink here.

Thank you for your consideration,
Carl Hansen
e: [email protected]
Item 6.A
04/26/22
73 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 982 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) David Rindlaub
[email protected]
April 25th, 2021

VIA E-MAIL
Santa Monica City Council
1685 Main Street
Santa Monica, Ca 90401
[email protected]
Re: City Council Mtg. 4/26/22 - Item 6A - 849 Ocean Avenue Dear Council Members:

I urge you to please deny the Oceana Hotel Appeal
Granting the appeal would result in the following impacts, incompatible with the current residential and recreational character of the neighborhood. I reside on the opposite side of the same block as the Oceana Hotel on 2nd St.:
- Increased vehicle traffic by valet service circling the block to access the hotel garage using Montana Ave, 2nd St or 1st Court, and Idaho Ave. Each valet use drives around the block either through the residential alley (1st Court) or residential street (2nd St) to access the hotel’s parking garage. I walk through the alley daily and it is common to see valet drivers from the hotel exceed the speed limit in the alley.
- Increased street parking demand, impacting opportunity for recreational use of Palisades Park and the beach. The hotel already permanently occupies what would otherwise be street parking area for valet use.
- Increased demand and cueing of vehicles for valet parking ingress egress with increased blocking of traffic including the bicycle traffic lane. - Increased impact of services (deliveries and trash removal) Sincerely,
David Rindlaub
Item 6.A
04/26/22
74 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 983 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 1 Vernice Hankins
From: Rosemary Sostarich <[email protected]>
Sent: Tuesday, April 26, 2022 4:35 AM
To: councilmtgitems
Subject: City Cnl. Mtg. 4/26/22-Item 6A. OPPOSE two CUPS/text amendment appeal by the Oceana Hotel to increase commercial intensification of a non-conforming use on Ocean Avenue in a residential neighborhood

EXTERNAL
April 26, 2022
Mayor Hemmelrich and Council Members
The appeal of the Oceana Hotel should be denied for the following reasons:

This is a classic example of spot zoning as described by three planning commissioners. As recently as 2015, the council determined the existing nonconforming operations should not be intensified. These CUP’s and text amendment do exactly that.

This increase in occupancy and turnover in the restaurant intensifies the commercialization in the neighborhood through more deliveries, more staff, more employees in customer parking and traffic in the neighborhood. I doubt you would like it if you had people on your street taking up all the parking and blocking driveways and playing loud music and creating more traffic and noise.

Also, early morning to late night deliveries, parking valets going in and out of the garage, staff taking breaks in the alleyway and smoking talking loudly at all hours. If you would find this unacceptable, then why would you subject the residence of this neighborhood to the same. The Oceana Hotel has been a bad neighbor and there is no reason to expect that their behavior or the impact on their neighborhood will improve.

There were so many restaurants that did not make it through the pandemic. And those that did, are struggling to stay open. I can go to two different restaurants to support them with my money or I can have a meal at the Oceana. I prefer to help those that need our help the most and keep these restaurants in Santa Monica open.

The developers would like nothing better than to see Ocean Avenue north of California look the same as Ocean Avenue south to the pier. The LUCE’s first principle is to preserve the neighborhoods. Many ran on supporting and protecting residents’neighborhoods.

The Oceana Hotel has exceeded its right as a non‐conforming hotel to ask for any intensification in the Wilmont neighborhood and this appeal should be DENIED.

Thank you,
Rosemary Sostarich
933 ocean Avenue
Santa Monica, CA 90403
Item 6.A
04/26/22
75 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 984 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 2 Rosemary Sostarich
Item 6.A
04/26/22
76 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 985 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 3 Vernice Hankins
From: Albin Gielicz <[email protected]>
Sent: Monday, April 25, 2022 10:53 PM
To: councilmtgitems; Sue Himmelrich; Christine Parra; Oscar de la Torre; Gleam Davis; Phil Brock; Kristin McCowan; Lana Negrete
Subject: Council Agenda Item 6-A - Support for Oceana Hotel's Text Amendment and CUP

EXTERNAL
Mayor Himmelrich and Councilmembers,
As a local resident and community leader, I have supported the Oceana Hotel’s application for a text amendment and Conditional Use Permit that would allow non-hotel guests to access its restaurant. I expressed my support when the matter was before the Planning Commission and at the first Council hearing. I thank you for hearing the matter again and urge you to support Staff's recommendation to grant the hotel’s applications.

A small, neighborhood-friendly restaurant will encourage residents and visitors to have a meal within walking distance of their homes. This is especially important to Santa Monicans like me who love seeing reduced dependence on the car and more biking and walking in my neighborhood.

This hotel has always been and continues to be a great neighbor and asset to Santa Monica. It is wellmanaged and operates quietly and responsibly. I have no doubt that they will continue this culture as they welcome more guests into their restaurant.

Again, I ask you to vote affirmatively and allow the Oceana to welcome its neighbors. It's long overdue.

Thank you for your consideration.

Regards,
Albin Gielicz
511 Montana
Item 6.A
04/26/22
77 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 986 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 4 Vernice Hankins
From: betzi richardson <[email protected]>
Sent: Monday, April 25, 2022 10:24 PM
To: councilmtgitems; Gleam Davis; Oscar de la Torre; Sue Himmelrich; Kristin McCowan; Lana Negrete; Christine Parra; Phil Brock; David White
Subject: City Cnl. Mtg. 4/26/22 - Item 6A - Wilmont Board OPPOSES two CUPS/text amendment appeal to increase commercial intensification of a non-conforming use on Ocean Ave. and a residential neighborhood

EXTERNAL
Dear City Council members and City Manager David White, Please don't impose this hardship on our neighborhood!!! Neighbors and many residents have provided their feedback that the intensification of the Oceana Hotel will impact parking, noise and traffic. The residents of 850 2nd Street, the apartment building across the alley have outlined that deliveries start occurring at 6:30 am and late into the night, parking garage gates are noisy during 24/7, staff are talking and smoking in alley and there is no current process/recourse for these issues to be resolved or addressed. How would you like to live across the alley from this? There is currently no city process nor is there a planned process that helps these residents “manage potential impacts to the surrounding neighborhood” outlined in this staff report.

Once again, the promise of enforcement of STOAs and CUPs are made but cannot be delivered on by the city.

Code enforcement is understaffed, redeployed to help at the pier, is not staffed for nights or weekends and often cannot respond quickly enough when many of the issues occur.

Thank you, Betzi Richardson, Wilmont resident, and Wilmont.org Board member Item 6.A
04/26/22
78 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 987 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 1 Vernice Hankins
From: Marc Spilo <[email protected]>
Sent: Tuesday, April 26, 2022 11:08 AM
To: councilmtgitems; Sue Himmelrich; Christine Parra; Oscar de la Torre; Gleam Davis; Phil Brock; Kristin McCowan; Lana Negrete
Subject: Item 6-A - Oceana - support

EXTERNAL
Dear Mayor Himmelrich and Councilmembers,

On May 19, I wrote to the Planning Commission to support the Oceana's application to make their restaurant available to the public. I wrote to you on November 18 to ask you to grant the hotel's appeal of the Planning Commission's decision.

I appreciate your consideration of this application again on Tuesday night, and hope you will vote to allow the hotel to move forward.

The Oceana Hotel is a charming and peaceful hotel on the quiet end of Ocean Avenue. The hotel guests are fortunate to have access to the restaurant services. Those living in the neighborhood would also benefit from having a walkable, intimate place to relax and see the lovely hotel, its views and enjoy a meal. If approved, the Oceana would be the ideal neighborhood boutique stop for neighbors out for a walk in Palisades Park or on a bicycle ride on the City's beautiful new bike path.

Again, I respectfully urge you to consider Staff's recommendation and grant the appeal.

Thank you for your time.

Marc Spilo
Item 6.A
04/26/22
79 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 988 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 2 Vernice Hankins
From: Tej <[email protected]>
Sent: Tuesday, April 26, 2022 10:06 AM
To: councilmtgitems
Subject: Ocean Hotel Restraunt 849 Ocean Ave Santa Monica CA 90403

EXTERNAL
To: City Clerk: Re: Oceana Appeal
We agree to CUP 21ENT‐0090 and CUP 20ENT‐0237
TO OPEN THE HOTEL’S RESTRAUNT TO THE PUBLIC
Thank you
Tel 310597 0599
[email protected]
926 Second street
Apt 202
Santa Monica CA90403
Sent from my iPhone
Item 6.A
04/26/22
80 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 989 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 3 Vernice Hankins
From: Veena Sadana <[email protected]>
Sent: Tuesday, April 26, 2022 9:35 AM
To: councilmtgitems
Subject: Ocean Hotel Restraunt 849 Ocean Ave Santa Monica CA 90403

EXTERNAL
To: City Clerk: Re: Oceana Appeal
We agree to CUP 21ENT‐0090 and CUP 20ENT‐0237
TO OPEN THE HOTEL’S RESTRAUNT TO THE PUBLIC
Thank you
Veena Sadana
President
Veena Lana Business Brokers Since 1983
[email protected]
call/text 310 963‐1428
801 Ocean Ave.#405
Santa Monica CA 90403
CA Real Estate Broker BRE #00847739
Item 6.A
04/26/22
81 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 990 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 1 Vernice Hankins
From: Ellen Hannan <[email protected]>
Sent: Tuesday, April 26, 2022 11:46 AM
To: Council Mailbox; Clerk Mailbox
Subject: Strongly oppose appeal 6A

EXTERNAL
Dear Council Members:

I strongly urge each one of you to vote against this appeal by this Oceania Hotel. We spent years on the standards for our neighbors so we could enjoy quiet and peaceful neighborhoods all across our City.

By giving anyway small appeals others businesses will be encouraged to follow this time consuming process.

There are No protections offered by this appeal for parking, noise , traffic and each City services needed for this restaurant.

Vote against this measure tonight.

Ellen Hannan
1218 9th St, Santa Monica CA 90401
310‐395‐4356
Item 6.A
04/26/22
82 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 991 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 1 Vernice Hankins
From: Ann Maggio <[email protected]>
Sent: Tuesday, April 26, 2022 1:44 PM
To: councilmtgitems; Gleam Davis; Oscar de la Torre; Sue Himmelrich; Kristin McCowan; Lana Negrete; Christine Parra; Phil Brock; Clerk Mailbox; David White Subject: Agenda Item 6.A. OPPOSE OCEANA HOTEL COMMERCIAL EXPANSION

EXTERNAL
Dear City Council,
Please vote NO on the Ordinance Amending Santa Monica Municipal Code (SMMC) Section 9.08.020; and Appeals of Planning Commission's Denial of Two Conditional Use Permits to Allow Meal and Alcohol Service to the General Public at the Oceana Hotel’s Existing Restaurant.

The continued commercialization of Ocean Ave. is having deleterious effects on Wilmont neighbors.

This council cannot claim to care about the well being of residents and the promotion of a locally based economy while simultaneously support a multi-billion dollar private real estate group's expansion through CUP creep to the detriment of its neighbors to promote an extremely profitable luxury business.

The applicant is OCBSM Owner LLC, which is owned by JRK Residential Group Inc./JRK Property Holdings, Inc. a privately owned real estate investment company which owns and operates a portfolio totaling more than $15 billion of assets spanning thirty states. This is not a small business. With its signing of a franchise agreement with Hilton LXR Hotels & Resorts the Oceana will be marketed and its commercial impact intensified on the neighborhood via non-hotel guests’ activities.

This kind of action serves as a precedent to other nonconforming uses throughout the city. If adopted, what is to prevent other businesses to lobby for the enactment of similar exemptions, riddling the non-conforming ordinance with loopholes. Text amendments are a slippery slope towards expanding commercial intensification of uses in residential areas.

Thank you,
Ann Maggio Thanawalla
Item 6.A
04/26/22
83 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 992 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 2 Vernice Hankins
From: Doug Sparr <[email protected]>
Sent: Tuesday, April 26, 2022 1:29 PM
To: councilmtgitems; Gleam Davis; Oscar de la Torre; Sue Himmelrich; Kristin McCowan; Lana Negrete; Christine Parra; Phil Brock
Cc: [email protected]
Subject: City Council Mtg. 4/26/22 - Item 6A - Opposition to Oceana Hotel two CUPs/text amendment

EXTERNAL
Hi,
My name is Doug Sparr. I am writing you regarding the two Conditional Use Permits to allow the Oceana Hotel to open their indoor and outdoor restaurant to the general public. I live at 850 2nd Street, the apartment building on the corner of 2nd & Idaho, adjacent to the Oceana. My unit is on the westside of the building facing the alley that we share with the Oceana. I have been in this unit for over 14 years.

The hotel is in an unique situation in that it is a commercial establishment operating in a residentially zoned area. I, and some of my neighbors, are opposed to this potential change in the Hotel’s operations. The following are some of the concerns that I personally have.
1) Increase noise in the alley.

There have always been constant noise issues in the alley related to the Oceana. They have gone through two major renovations since I have lived here. The first in 2007 and the second ten+ years later. Sometime after the 2nd renovation they installed two electric garage doors used primarily for valet parking and hotel deliveries. The motors on the doors are very loud and are disruptive both during the day while I work, and more importantly overnight. I have been awoken countless number of times at all hours of the night. I fear that the increased patronage at the restaurant will increase the number of valeted cars going in and out of the garages, particularly at night given they are trying to get the restaurant hours to the public extended until 11:00pm.

I have attached a video showing the door closing in the middle of the night after a car went in it. Note that motor has two cycles each time a car enters or leaves, going up and then closing. This video only captures the second part, so the noise generated is twice as long as you hear in the video. 2) More commercial trucks in the alley.

Expanded restaurant service may lead to increased trucks in the alley and on the streets. Delivery trucks and maintenance trucks park in the alley despite the fact that there are “No parking in the Alley” signs affixed to the hotel’s building as well as freestanding signs on my side of the alley (See attached photo). Delivery trucks frequently arrive and start offloading their deliveries well before 7:00am, which I was told is the allowable start of the workday. (see attached video) They also occasionally make deliveries at night. The expansion of their restaurant operations may lead to increased truck deliveries, exacerbating this problem as well as adding congestion to 2nd street, where they sometimes park as well. If you don’t already know, at some point in the last 14 years, the hotel was able to get sole control of the parking on the block of Ocean in front of their hotel they use strictly for valet parking. I do not understand why their delivery trucks can’t park and unload there.

Item 6.A
04/26/22
84 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 993 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 3 3) Opening Pandora’s Box.

I am concerned that allowing the hotel to change this conditional use will potentially make it much easier for them to expand their operations even more in the future. One thing I love about my location is despite my close proximity to downtown Santa Monica, the pier, the beach, and the retail area on Montana Avenue, I live in a relatively quiet residential neighborhood. I don’t want it to change. My understanding is that The Oceana is owned by a large real estate investment company, and they have entered into a franchise agreement with Hilton Hotels luxury brand LXR Hotels & Resorts. No doubt they have and will devote sufficient financial, marketing and promotional resources to grow the hotel’s restaurant and lounge business. Some of the other hotels in the area, e.g. The Fairmont, The Huntley and The Shore Hotel have been successful in growing their nighttime bar and restaurant businesses, which brings with it increased cars, congestion and noise. I do not want that for my neighborhood.
4) Intensification of a Nonconforming Use
The Oceana Hotel is a legal nonconforming use. The requests to allow both food and alcohol service to the general public constitutes an impermissible intensification of use under the zoning code’s provisions for nonconforming uses. This is not a request for a variance but an intensification of a use in Wilmont (Wilshire Montana Neighborhood Coalition).
5) Unneccesary
There are hundreds of eating and drinking establishments throughout Santa Monica for both residents and visitors. There is no need for another one, particularly in a residential neighborhood. It adds no value to this neighborhood.

Theoretically I would not typically be opposed to a hotel opening their restaurant to the general public. But given the hotel’s location in a residential area, I fear this change will adversely impact the quality of the life of nearby residents.

I am, however, a realist and understand there is considerable support among the council to approve this change.

In that event, I urge you to attach strict, enforceable guidelines on the Hotel’s operations in the alley and on 2nd street, i.e. when deliveries can be made, where trucks can park, and to force them to retrofit their garage doors to make them much quieter.

Thank you for your consideration.

Doug Sparr
850 2nd Street, Apt. 310
Item 6.A
04/26/22
85 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 994 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 1 Vernice Hankins
From: Sharf, Jesse <[email protected]>
Sent: Tuesday, April 26, 2022 4:39 PM
To: councilmtgitems
Cc: Sue Himmelrich; Christine Parra; Oscar de la Torre; Gleam Davis; Phil Brock; Kristin McCowan; Lana Negrete
Subject: Oceana Hotel

EXTERNAL
To The Santa Monica City Council:

I am a long time resident of Santa Monica, and wish to express my support for the proposal to allow the Oceana Hotel to serve non hotel guests.

My wife and I, along with our adult children, frequent businesses in Santa Monica on a regular basis, and the location of the Oceana Hotel makes it the perfect spot for those who live in northern Santa Monica. In fact, I do not own a car, and I often walk by the Oceana Hotel (I live about 1.5 miles away), and it is a shame that local residents are deprived of the opportunity to stop by and grab a leisurely meal in a beautiful setting, in their city.

I strongly encourage granting the Oceana Hotel’s request to open to the public. It would be great for the neighborhood and the city of Santa Monica.

Note that I would have shown up in person to express my support, but I am out of town, and unable to do so. I am happy to address any concerns, and can be reached by email or at either of the numbers below at any time.

Thank you for your consideration.

Jesse Sharf

GIBSON DUNN
Gibson, Dunn & Crutcher LLP
2029 Century Park East Suite 4000, Los Angeles, CA 90067-3026 Tel +1 310.552.8512 • Fax +1 213.229.6638 • Cell +1 310.922.1493 [email protected] • www.gibsondunn.com
This message may contain confidential and privileged information for the sole use of the intended recipient. Any review, disclosure, distribution by others or forwarding without express permission is strictly prohibited. If it has been sent to you in error, please reply to advise the sender of the error and then immediately delete this message.

Please see our website at https://www.gibsondunn.com/ for information regarding the firm and/or our privacy policy.

Item 6.A
04/26/22
86 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 995 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 2 Vernice Hankins
From: Pari White <[email protected]>
Sent: Tuesday, April 26, 2022 3:36 PM
To: councilmtgitems
Subject: REHEARING on 4-26-2022: Council Appeal Hearing for Oceana Hotel at 849 Ocean Ave (Text Amendment and Conditional Use Permit applications)

EXTERNAL
Dear City Council:

I own a condominium at Ocean Avenue and California. I am on the ground floor‐‐my windows directly face the path of the drinkers and restaurant‐goers carousing up and down Ocean between Wilshire and the Oceana Hotel. When the Marathon came down Ocean and end in from of my condo, the attendees sat (and stood) on the garden walls in front of my windows. The apartment house next door is the same. Any back‐ups at the light at Ocean and California will essentially be a back‐up in our living rooms.

1. The City should mandate the hotel zoning exception be cancelled and the hotel revert to its apartment/condo status to provide the needed housing in Santa Monica.

No "good" deed goes unpunished: The Oceana Hotel was an apartment/condo providing housing in Santa Monica and it was permitted to convert to a hotel. I haven't checked all the zoning action, but it appears it was permitted add a guest restaurant and bar services (it charges $22 for some drinks). It doesn't take much imagination to hear the then‐hotel developers whining those guests had to have food and drink! Now the current developer (Hilton) wants to expand the generously granted hotel zoning to include PUBLIC restaurants (its website claims 2 restaurants) and POOL BAR WITH LIVE MUSIC and the Ocean Avenue‐exposed (view over Palisades Park) Bar on the 3rd floor.

This amendment may have been requested because Hilton Oceana website seeks to have a robust meeting and event business. As we know from with direct entrances on Ocean Avenue (Oceana has only one) this means group buses and many more cars to accommodate guests AND meeting participants.

I can picture trying to walk your dogs around the block and being faced with the loading and unloading blocking the sidewalk.

No more quiet walks in Palisades Park in the evening. Now we'll watch the fireworks up and down the Coast with booming music and boisterous drinkers from the Terrace.

There is no turnout at the Oceana Hotel. More people coming and going, particularly drinking or partying ones, will be disastrous for the elderly, the dogwalkers, children==RESIDENTS. Maybe, like the Miramar, the Hilton will put a check‐in podium out on the sidewalk to accommodate meeting attendees? If the amendment is granted this could become a lively night spot with live music AND an expanded bar (picture the BAR at the top of the Shangrai La) and the noise when walking by the Bungalow Bar on Ocean near Wilshire.

Item 6.A
04/26/22
87 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 996 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 3 2. No guests have stated a need for publicly available restaurants and bars (I went through the comments on TripAdvisor). In fact, the guests complain about the current noise from the pool area. There are positive guest comments on the private restaurant so no worries about reservations.

3. 4. No Santa Monica residents have complained about the availability of restaurants in the neighborhood.

We have wonderful restaurants a few blocks away at the Miramar, on Wilshire, and on Montana. It is ridiculous to disrupt this residential neighborhood with a service needed by the neighborhood.

4. 5. The City can't seem to wean itself from further subsidizing the low‐wage real estate developers like Hilton. Two public restaurants, a public LIVE MUSIC venue, AND a public open‐to‐Ocean Avenue street and Palisades Park, and the larger meetings and events Hilton is promoting, means more low wage workers who need to drive and park in the neighborhood.

6. 7. Parking for Residents will be worse. On TripAdvisor the Oceana manager advises guests to use the local Ocean Avenue parking if they don't want to pay $62 for valet parking. Expanded restaurants and bars will directly impact the available parking for residents (even with residential stickers, parking is at a premium. And where will our dinner guests park with those spaces now taken by Oceana's expanding service?

6. 7. I oppose the approval of the two CUPS and text amendment by the Oceana Hotel at 849 Ocean Ave.

There is no justification for intensifying a non‐conforming use in my residential neighborhood. We do not need new restaurant goers or meeting sites, which will increase the auto and pedestrian traffic‐‐ YET AGAIN‐‐in our residential neighborhood. All f
Indeed, as stated above, if this is granted then I will propose that we Ocean Avenue residents be granted a non‐conforming use allowing for short‐term rentals of any duration for real property between California & Ocean and the Oceana.

Or perhaps I should propose to our HOA that our building have its zoning changed and we sell to a hotel chain? Oceanfront property is extremely valuable today.

Perhaps our HOA could propose a new "opportunity zone" from California Ave to Montana. Afterall, why should we residents be short‐changed when real estate developers are allowed to expand into our residential neighborhood?
I oppose the two CUPS and proposed text amendments.

Sincerely,
P. White
101 California Avenue, Apt. 102
Santa Monica, CA 90403
Item 6.A
04/26/22
88 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 997 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 4 Item 6.A
04/26/22
89 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 998 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 5 Vernice Hankins
From: Elizabeth Lerer <[email protected]>
Sent: Tuesday, April 26, 2022 3:16 PM
To: Sue Himmelrich; Phil Brock; Christine Parra; Oscar de la Torre; Lana Negrete; Gleam Davis; Kristin McCowan
Cc: councilmtgitems
Subject: Item 6-A. OPPOSE Oceana's CUP/text amendment

EXTERNAL
Dear Mayor and Council Members,
Please protect Santa Monica residents and preserve the character of our residential neighborhoods.

Allowing Oceana to break their agreement of keeping food and drink service only for hotel guest is a dangerous precedence that will harm our community.

Intensification of commercial activity is a slippery slope. Refuse the slide.

We are counting on your dedication to the residents’ and community’s longterm interests.

Stand firm to protect residents. Oppose staff recommendations, honor the Planning Commission decision and stop Oceana from opening their restaurant service to non‐hotel guest.

Do not invite commercial businesses into residentially zoned areas.

Please uphold community standards.

Thank you,
Elizabeth Lerer
Item 6.A
04/26/22
90 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 999 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 6 Vernice Hankins
From: Pari White <[email protected]>
Sent: Tuesday, April 26, 2022 3:01 PM
To: councilmtgitems
Cc: Planning Commission Comments
Subject: Planning Commission Mtg. 4/26/2022 OPPOSE Oceana CUPS and Text Amendment

EXTERNAL
Dear Chair Landres and Planning Commissioners:

1. The City should mandate the hotel zoning exception be cancelled and the hotel revert to its apartment/condo status to provide the needed housing in Santa Monica.

I can picture trying to walk your dogs around the block and being faced with the loading and unloading blocking the sidewalk.

No more quiet walks in Palisades Park in the evening. Now we'll watch the fireworks up and down the Coast with booming music and boisterous drinkers from the Terrace.

Item 6.A
04/26/22
91 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 1000 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 7 2. No guests have stated a need for publicly available restaurants and bars (I went through the comments on TripAdvisor). In fact, the guests complain about the current noise from the pool area. There are positive guest comments on the private restaurant so no worries about reservations.

3. 4. No Santa Monica residents have complained about the availability of restaurants in the neighborhood.

We have wonderful restaurants a few blocks away at the Miramar, on Wilshire, and on Montana. It is ridiculous to disrupt this residential neighborhood with a service needed by the neighborhood.

6. 7. I oppose the approval of the two CUPS and text amendment by the Oceana Hotel at 849 Ocean Ave.

Or perhaps I should propose to our HOA that our building have its zoning changed and we sell to a hotel chain? Oceanfront property is extremely valuable today.

Sincerely,
P. White
101 California Avenue, Apt. 102
Santa Monica, CA 90403
Item 6.A
04/26/22
92 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 1001 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 8 Item 6.A
04/26/22
93 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 1002 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) 9 Vernice Hankins
From: Tricia Crane <[email protected]>
Sent: Tuesday, April 26, 2022 1:55 PM
To: councilmtgitems; Gleam Davis; Oscar de la Torre; Sue Himmelrich; Kristin McCowan; Lana Negrete; Christine Parra; Phil Brock; [email protected]; Santa Monica City Manager's Office Subject: Oppose 6.A - City Council Agenda for April 26, 2022

EXTERNAL
Dear City Council members,
I request that the Council reject and oppose the two CUPs and text amendment to expand restaurant/alcohol to the general public in a non-conforming use in the R3 neighborhood at Ocean and Idaho (Agenda Item 6.A).

The 1996 CUP allowing alcohol specifically based its conclusions on granting a license on findings such as "the license type ensures alcohol service will be limited to hotel guests and their visitors thereby minimizing any potential impact on surroundings uses." The neighborhood surrounding the Oceana Hotel should be protected from the inevitable commercial intensification that would result from two CUPs/text amendment to expand restaurant/alcohol use to the general public.

Thank you.

Tricia Crane
Item 6.A
04/26/22
94 of 94 Item 6.A
04/26/22

6.A.j
Packet Pg. 1003 Attachment: Written Comment [Revision 1] (5005 : (REHEARING) 849 Ocean Ave – Oceana Hotel Text Amendment, CUP and Appeal (60 mins)) City Council
April 26, 2022
Oceana Hotel
Text Amendment &
Conditional Use Permit Appeals
849 Ocean Avenue
Item 6.A

6.A.k
Packet Pg. 1004 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Oceana Hotel’s Request
 Oceana Hotel request:
 Offer meal and beverage services to the public at existing onsite restaurant in R3 zone  Increase economic vitality & support a local-serving dining destination for neighborhood  Request requires new process: proposed Text Amendment to allow legal-nonconforming hotel to open existing restaurant to the public – staff-recommended new CUP requirement  Two CUPs necessary for Oceana Hotel:
 New CUP to open existing hotel restaurant to the public  Modify hotel’s existing alcohol CUP to align with restaurant service  Planning Commission failed to make an affirmative recommendation to Council on Text Amendment proposal; Commission denied two CUPs
 Appeals filed – Council’s review of the two CUPs is de novo Item 6.A

6.A.k
Packet Pg. 1005 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Staff Recommendation

1. Adopt the determination that the proposal is exempt from CEQA Guideline Section 15301 (Class 1) for Existing Facilities;

2. Introduce for first reading - ordinance to amend the Zoning Ordinance:
 Establish CUP requirement for existing legal, nonconforming hotel restaurant in R2/R3 Zones to request approval to provide meal service to the public, provided certain criteria are met.

3. Grant appeals of Planning Commission’s action & approve two CUPs for Oceana Hotel’s request to:
 Provide meal service to the public
 Modify existing alcohol CUP for service consistent with restaurant operations  CUPs would only be valid if Text Amendment is approved

3. Approve the Statement of Official Action.

Item 6.A

6.A.k
Packet Pg. 1006 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Key Issues for Consideration
 Whether proposed Text Amendment appropriately balances the following goals:
 Promoting economic recovery
 Supporting complete neighborhoods
 Providing opportunity for public input in hearing process  Appropriateness of extending existing guest/visitor-only alcohol service to the public with restaurant meal service
 Effectiveness of recommended conditions of approval to minimize any potential impacts to the surrounding residential neighborhood
Item 6.A

6.A.k
Packet Pg. 1007 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Project Location
849 Ocean Avenue • R3 (Medium Density Residential) • Site is improved w/ a 3-story, 70-room hotel (since 1958) above subterranean parking
(built in 1957 as an apartment)
• Surrounded by multi-unit buildings within the
same zoning district.

R3
Ocean Ave elevation Item 6.A

6.A.k
Packet Pg. 1008 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Site Context
A
B
C
A
BC
• Located within the Wilshire-Montana Neighborhood (Wilmont) and the City’s largest multi-family residential neighborhood. • Scale of hotel blends in with existing development. Item 6.A

6.A.k
Packet Pg. 1009 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Site Plan
Ocean Ave
1st Court Alley
Idaho Ave
150’
200’
Courtyard/Pool
(E) Restaurant
Patio Dining
Courtyard design with guest
rooms surrounding the central
open space.

Restaurant has an interior
entry from courtyard.

Item 6.A

6.A.k
Packet Pg. 1010 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Three Applications for the Oceana Hotel’s request:

Text Amendment 20ENT-0236
• Amend SMMC Section 9.08 to establish a CUP requirement for an existing legal, nonconforming hotel restaurant in the R2/R3 Zones to provide meal service to the public, if certain criteria are met.

Conditional Use Permit 21ENT-0090
• Oceana Hotel’s new CUP application for the restaurant Conditional Use Permit 20ENT-0237
• Amend Hotel’s existing 96CUP-009 alcohol license to align alcohol service with proposed restaurant service (ABC Type 47 license).

Project is exempt pursuant to CEQA Guidelines - Section 15301 (Class 1) Project Applications
Item 6.A

6.A.k
Packet Pg. 1011 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions Overview of Text Amendment
• Proposed TA would amend SMMC Section 9.08 (Multi-Unit Residential Districts), SMMC Section

9.08.020 Land Use Regulations to establish and require a CUP for an existing hotel restaurant in the R2 and R3 Zoning Districts to request approval to provide meal service to the general public as a permitted limited (L) use if certain criteria are met.
• TA does not change the underlying identification of Hotels and Motels as a prohibited use in the R2 and R3 Zoning Districts.

Item 6.A

6.A.k
Packet Pg. 1012 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions Purpose of Creating New CUP
• Staff recommendation: to create a discretionary process • Establish a clear process for legal non-conforming hotel to request changes • Allow public participation to hear, collect, and incorporate feedback from the community in a public hearing
• Opportunity to impose appropriate conditions to mitigate potential impacts Item 6.A

6.A.k
Packet Pg. 1013 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Criteria for Requesting a CUP

1. The hotel use was established and in existence as of January 1, 1995;

Item 6.A

6.A.k
Packet Pg. 1014 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Oceana’s Eligibility Under Criteria

1. The hotel use was established and in existence as of January 1, 1995; • Oceana Hotel was established in 1958
• Deemed an allowed use
• Longstanding presence in R3 zone without negative impacts to neighborhood

2. The Alcohol Conditional Use Permit allowing the onsite service of alcoholic beverages to hotel guests and their visitors in guest rooms and in certain common areas was approved by the City prior to July 23, 2015; and
• 96CUP-009 was approved in 1996 for Type 70 alcohol service to guests and their visitors in common areas, in mini bars
Item 6.A

6.A.k
Packet Pg. 1015 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Oceana’s Eligibility Under Criteria

3. The hotel’s existing restaurant prepares meals to order from a set menu in an existing hotel kitchen for consumption on the premises; provides sit down meal service during restaurant operating hours for breakfast, lunch and dinner; and the hotel’s ancillary restaurant use has existed since prior to July 23, 2015.
• Hotel is equipped with a full kitchen preparing meals for guests and their visitors • Restaurant/kitchen in existence for more than 15 years There are seven hotels/motels in R2/R3 zones and only one meet all three criteria.

Item 6.A

6.A.k
Packet Pg. 1016 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions
Analysis of Proposed CUP for Restaurant & Evaluation
of Neighborhood Impacts
The purpose of this CUP requirement
• to provide a public hearing process and hear public input • to provide an opportunity to consider operational conditions that may be necessary to protect neighborhood from potential impacts
• Contingent on Council approving Text Amendment
Discussion of potential neighborhood impacts
• Noise from patrons, garage door
• Competition for and availability of parking
• Commercial intrusion into residential neighborhood
• Intensification of a nonconforming use
Item 6.A

6.A.k
Packet Pg. 1017 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions
Analysis of Proposed CUP for Restaurant & Evaluation
of Neighborhood Impacts
Noise Concerns
• Restaurant entry is located internally from courtyard • Guest rooms surround courtyard, restaurant, and patio dining area – noise is contained within • Waiting area in lobby
• Eliminate likelihood of waiting and queuing outside building Item 6.A

6.A.k
Packet Pg. 1018 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Central Courtyard
& Pool Patio Dining
( E ) Restaurant
Restaurant Entrance
Waiting Area
Lobby
Hotel Entry
Restaurant Capacity
Dining Room: 1,072 SF / 49 seats
Patio Dining: 484 SF / 18 seats
________________________
Total: 1,556 SF / 67 seats
Ocean Ave
Analysis of Proposed CUP for Restaurant &
Evaluation of Neighborhood Impacts
Item 6.A

6.A.k
Packet Pg. 1019 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions Parking & Circulation
• The hotel provides 66 parking spaces (58 striped and 8 in drive aisles through valet service), • Based on SF of the restaurant (1,556 SF), 3 new spaces are required; however, - SMMC Section 9.28.020(B)(2) which waives the parking requirement for up to three spaces in conjunction with a change in use, and
• Preferential Parking Districts exist in the area – along Idaho Ave and on streets S and SE of the site • Parking studies conducted in 2006 & 2015 by Linscott, Law, and Greenspan support the applicant’s assertion that existing parking spaces are underutilized.

Item 6.A

6.A.k
Packet Pg. 1020 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions Restaurant Dining Areas
Photos of restaurant dining
and patio dining areas.

Item 6.A

6.A.k
Packet Pg. 1021 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions Analysis of Proposed Alcohol CUP Amendment • To amend existing CUP 96CUP-009 approved in 1996 which permits the hotel ABC Type 70 License (On-Sale General – Restrictive Service)
• Permits the onsite service and consumption of alcohol beverages by guests and their visitors in guest rooms (mini-bars) and certain common areas.
• Permits the restaurant to provide alcohol service in conjunction with meal service if the restaurant CUP is approved.
• Obtain and apply for a new ABC Type 47 License (On-Sale General – Eating Place), and will • Retain the existing Type 70 license
• Contingent on Council approving Text Amendment and restaurant CUP Item 6.A

6.A.k
Packet Pg. 1022 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions
Summary of Planning Commission Action &
Community Input
Planning Commission and the Community were divided:
• 31 email correspondence were received ( 15 in favor and 16 against proposal) • 26 callers expressed both support and opposition
Planning Commission voted 3:3 and raised the following issues:
• Appropriateness of CEQA Class 1 exemption determination • Whether or not Amendment constitutes “spot zoning”
• Policy discussion on expanding non-conforming commercial uses in residential zone • Clarification on staff-recommended conditions of approval – bike/micro-mobility valet • Frequency of annual compliance review
Item 6.A

6.A.k
Packet Pg. 1023 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions
Summary of Planning Commission Action &
Community Input
Neighborhood opposition cited:
• commercial intrusion into residential neighborhood.
• Intensification of nonconforming use is precedent setting • Noise impact from patron, valet, garage door • Parking spillover in neighborhood Neighborhood support cited:
• Oceana Hotel isa positive business in the neighborhood • Proposal createsa walkable community and is local-serving use • Facilitates economic recovery • Operational conditions will address neighborhood concerns Item 6.A

6.A.k
Packet Pg. 1024 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions Appeal Analysis
Reasons for Planning Commission’s denial of the CUPs:
• Primarily based on inability to agree on a positive recommendation to Council on Text Amendment • Concern for long-term implications/policy due to hotel’s location in residential zone • How to strike balance between LUCE policy goals for a complete neighborhood and neighborhood preservation
Reasons for appeal:
• Sufficient evidence to support proposal
• Planning Commission denials were not supported by appropriate findings Council’s review of CUPs is a de novo hearing.

If approved, CUPs would not become effective unless and until Text Amendment becomes effective.

Staff analysis:
• Extending meal & alcohol service to public is a modest/incremental expansion of existing operations that have had a long-term presence in neighborhood
• Thorough set of operational conditions included with CUPs Item 6.A

6.A.k
Packet Pg. 1025 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions Hotel Restaurant and Alcohol CUP Conditions Staff-recommended conditions include:
• Hours of Operation
• Valet service
• Operate as a full-service restaurant
• No bar permitted
• Alcohol service with meals only to non-hotel guests
• Prohibition on becoming a standalone restaurant
• Limitation on special/private events
• Restricted delivery to 3 days/week b/t 9am-6pm
• Incentive program for patrons who walk, bike…etc.
• Requirement to provide report on compliance with conditions • Sign posting to minimize noise
• Parking spaces/area to be used for parking not storage Item 6.A

6.A.k
Packet Pg. 1026 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions Hotel Restaurant and Alcohol CUP Conditions Planning Commission modified conditions, include:
• Limit Hours of Operation limited to 10:00 PM Sunday-Thursday and 10:00 PM daily in patio • Remove staff-recommended condition on regarding limitation on special/private events • Provide valet service for bicycle and other modes of transportation • Require hotel to provide a multi-year report on compliance with conditions • Planning Commission will receive report; community notification Item 6.A

6.A.k
Packet Pg. 1027 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions Applicant’s Proposed Modified Conditions Additional and modified conditions proposed by applicant in response to recent comments • The restaurant will close at 10:00 PM on Friday and Saturday.

Previously: Hours of operation for the restaurant will be from 7:00 a.m. to 10:00 p.m. Sunday through Thursday; and 11:00 p.m. on Friday and Saturday, except that meal service in the outdoor patio dining area shall end at 10:00 PM. • Deliveries in the alley will be limited to three days a week on weekdays only (Monday, Wednesday and Friday) with no weekend deliveries. The delivery hours will be limited to 10:00 AM to 4:00 PM.

Previously: Deliveries of supplies and provisions in direct support of the hotel and restaurant operation shall occur no more than three (3) days per week between the hours of 9:00 AM – 6:00 PM. • For any members of the general public arriving by car to the restaurant after 7:00 PM, the carports located adjacent to the north garage entrance will be used first before parking spaces in the garage to minimize the use of the garage door to access parking after 7:00 PM.

Item 6.A

6.A.k
Packet Pg. 1028 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Neighborhood Compatibility
• Hotel is a long-standing use among its residential neighbors • Zone changes through the years intended to strike a balance to support long-standing hospitality business while protecting residential neighborhood • Hotel has been good neighbor over the years; complaints were corrected promptly • Site-specific operational conditions will ensure neighborhood protection and the restaurant is a benefit to residents
Item 6.A

6.A.k
Packet Pg. 1029 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana LUCE Consistency
• This neighborhood seeks to protect and preserve its character-defining features. • Goal LU3, Policies LU3.3 and LU4.2 and Goal N3, Policies N3.1 seek to focus on creating localserving uses, particularly uses that serve residents’ daily needs and are located within easy walking distance in order to reduce the frequency and length of trips. • Goal N3.2 seeks to allow small-scale retail uses in neighborhoods with a land use designation of Low-Density Residential, Medium-Density Residential or High-Density Housing.

Oceana Hotel is located in the Medium-Density Residential neighborhood.

Item 6.A

6.A.k
Packet Pg. 1030 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Environmental Analysis
CEQA Exemption under Section 15301 (Class 1) for Existing Facilities • Operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use.

There are no exceptions to the use of the Class 1 exemption, such as unusual circumstances.

Examples include:
• Additions to existing structures provided that the addition will not result in an increase of more than:
(1) 50 percent of the floor area of the structures before the addition, or 2,500 square feet, whichever is less; or
(2) 10,000 square feet if:
(A) The project is in an area where all public services and facilities are available and consistent with General Plan, and
(B) The area in which the project is located is not environmentally sensitive.

Item 6.A

6.A.k
Packet Pg. 1031 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Environmental Analysis
CEQA Exemption under Section 15301 (Class 1) for Existing Facilities Proposed project is eligible for a Class 1 Exemption based on the following:
• Does not involve construction or expansion of the existing building; • Would not result in any proposed or future expansion of the existing kitchen, dining room, or seating capacity (interior or exterior);
• Proposal utilizes all existing features and functions of existing restaurant, kitchen, and wait staff; • Proposal would not increase restaurant and seating capacity beyond the limits of the existing restaurant under submitted plans;
Per the City’s adopted Transportation Thresholds for review of projects subject to CEQA (adopted June 2020):
• Up to 50,000 SF of commercial use is presumed to have a less-than-significant impact and shall not be subject to further vehicle miles traveled (“VMT”) analysis.

Item 6.A

6.A.k
Packet Pg. 1032 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Text Amendment Findings

1. The proposed amendments to the text of the Zoning Ordinance are consistent with the General Plan and any applicable Specific Plans in that the Oceana Hotel • located in the Wilmont Neighborhood and Citywide and LUCE neighborhood goals seek to protect and preserve character-defining features consistent with Goal LU3, Policies LU3.3 and LU4.2 and Goal N3, Policies N3.1 which seeks to create local-serving uses that serve residents’ daily needs within walking distance and Goal N3.2 seeks to allow small-scale retail in Low – High Density residential neighborhoods.

2. The proposed amendments to the text of the Zoning Ordinance are consistent with the purposes of the Zoning Ordinance to promote growth of the City in an orderly manner and to promote and protect the public health, safety, and general welfare in that… • amendments create a new discretionary CUP process to allow incremental expansion, allowing for public input, and inclusion of appropriate conditions to protect and ensure compatibility with surrounding uses.

Item 6.A

6.A.k
Packet Pg. 1033 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Recommendation

1. Adopt the determination that the proposal is exempt under CEQA Guideline Section 15301 (Class 1) for Existing Facilities;

2. Introduce for first reading the ordinance provided as Attachment “A” approving the proposed Text Amendment to allow an existing legal nonconforming hotel in the R2 or R3 Zoning Districts to apply for a CUP to open its existing full- service restaurant to the general public;

3. Grant the appeal and approve Conditional Use Permit 21ENT- 0090 to allow the Oceana Hotel to open its existing restaurant to the general public, subject to the staff-recommended findings and conditions; and

4. Grant the appeal and approve Conditional Use Permit 20ENT-0237 to amend the Oceana Hotel’s existing CUP for alcohol service to align with the hotel’s restaurant operations, subject to the staffrecommended findings and conditions;

5. Approve the Statement of Official Action.

Item 6.A

6.A.k
Packet Pg. 1034 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Comments
Questions
Item 6.A

6.A.k
Packet Pg. 1035 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions Background - Hotel Use & Zoning
1948-1990: R4 Zone > Hotels are permitted use – Apartment was built in 1957 > converted to hotel in 1958 1990-1995: R3-NW Zone > zone change prohibited hotels
1995-2015: R3-NW / R3 Zone > Hotels existing as of January 1, 1995 are determined to be an Allowed Use:
a Limited Use subject to Zoning requirements.
2006-2015: R3 Zone > Hotels existing as of January 1, 1995 are an Allowed Use (a Limited Use) and may increase room count.

July 24, 2015 – Present: R3 Zone > Hotels and Motels are not a permitted use in the R2 and R3 Zoning Districts and are permitted after review and approval of a Conditional Use Permit in the R4 Zoning District.

Item 6-A

6.A.k
Packet Pg. 1036 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Text Amendment Applicability
Name Zone
Existing Hotel in
Operation as of
January 1, 1995
Hotel’s Ancillary
Restaurant Use
Established prior to
July 23, 2015
Existing Alcohol CUP
Approved prior to
July 23, 2015
Palm Motel
2020 14th Street
R2 Yes No No
Rest Haven Motel
815 Grant St
R2 Yes No No
Oceana Hotel
849 Ocean Ave
R3 Yes Yes Yes
Cal Mar Hotel
220 California Ave
R3 Yes No No
Sea Blue Motel
1670 Ocean Ave & 28,36
Arcadia Terrace
R3 Yes No No
Palihouse Hotel
1001 3rd Street
R3 Yes No No
Pavilions Motel
2338 Ocean Park Blvd
R3 Yes No No
Item 6-A

6.A.k
Packet Pg. 1037 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Preferential Parking Network
Oceana Hotel
Item 6-A

6.A.k
Packet Pg. 1038 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions
Revised Conditions of Approval:

11. Valet parking shall be provided for hotel and restaurant guests arriving by personal vehicles, including bikes and other modes of transportation. The existing approved valet service plan shall be maintained to accommodate hotel and restaurant guests.

Amended Condition # 11

6.A.k
Packet Pg. 1039 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions Corrected Condition #32

32. Liquor bottle service shall be prohibited. Wine and beer bottle service shall not be available to patrons unless full meal service is provided concurrent with the bottle service. For purposes of this paragraph, ”bottle service” means the service of any full bottle of liquor, wine, or beer of more than 375 ml, along with glass ware, mixers, garnishes, or other items used for the mixing of drinks, which patrons are able to then use to make their own drinks or pour their own wine or beer. All food items shall be available from the premises’ full-service menu.

6.A.k
Packet Pg. 1040 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana Easement Conditions
Revised Conditions of Approval:

15. Pursuant to Consistent with the purpose of SMMC Section 9.41.080(B), the applicant shall file a compliance report for three consecutive years, with the first report filed within one (1) year after the effective date of this Conditional Use Permit 21ENT0090, to review the effectiveness of and level of compliance with the terms and conditions of this Conditional Use Permit approval. After submittal of this compliance report, staff shall either set the matter for a public hearing which is noticed in the same manner as the original permit application or submit the compliance report to the Planning Commission as an information item to enable the Planning Commission to determine whether a public hearing is necessary. The information item will be posted on the City’s website and notice shall be given by any additional means deemed appropriate by the Director. Upon review of the compliance report at this public hearing, if any, the Planning Commission may add or revise terms and conditions to the extent necessary to ensure effective conditions of approval.

Amended Condition # 15

6.A.k
Packet Pg. 1041 Attachment: PowerPoint Presentation (5005 : (REHEARING) 849 Ocean Ave – Oceana City Council
Report
City Council Meeting: April 26, 2022
Agenda Item: 7.A
1 of 1
To: Mayor and City Council
From: Susan Cola, Interim City Attorney, City Attorney's Office, Administration Subject: Second Reading and Adoption of an Ordinance amending Chapter 2.48 of the SMMC consolidating the Commission on the Senior Community, Commission on the Status of Women, and the Social Services Commissions into a newly named Commission and repealing Chapters 2.56 and 2.60
Recommended Action
Staff recommends that City Council adopt the attached Ordinance.

Executive Summary
At its meeting on April 12, 2022, the City Council introduced for first reading an ordinance amending Chapter 2.48 of the SMMC consolidating the Commission on the Senior Community, Commission on the Status of Women, and the Social Services Commissions into a newly named Commission and repealing Chapters 2.56 and 2.60.

The ordinance is now presented to City Council for adoption.

Prepared By: Bradley Michaud, Legal Operations Coordinator Approved Forwarded to Council
Attachments:

A. ORD-ord-2d Read Consolidated Commissions

7.A
Packet Pg. 1042
City Council Meeting: April 26, 2022 Santa Monica, California ORDINANCE NUMBER _________ (CCS)
(City Council Series)

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
SANTA MONICA TO CREATE THE HUMAN SERVICES COMMISSION; REPEAL SANTA MONICA MUNICIPAL CODE CHAPTERS 2.48, 2.56 AND 2.60, AND

SUNSETTING THE COMMISSION FOR THE SENIOR COMMUNITY, THE SOCIAL

SERVICES COMMISSION, AND THE COMMISSION ON THE STATUS OF WOMEN

UPON EFFECTIVENESS OF THIS ORDINANCE
WHEREAS, at the December 14, 2021 City Council meeting, the ad hoc committee for boards and commissions reported to City Council its recommendation to consolidate the Commission for the Senior Community, the Social Services Commission, the Commission on the Status of Women, and the Disabilities Commission into one new Commission; and
WHEREAS, City Council approved the consolidation of the Commission for the Senior Community, the Social Services Commission and Commission on the Status of Women into one commission, but decided the Disabilities Commission should remain a stand-alone commission due to the specific needs it fulfills for the community it serves; and

7.A.a
Packet Pg. 1043 Attachment: ORD-ord-2d Read Consolidated Commissions (5091 : Second Read - Consolidated Commissions) WHEREAS, staff recommends naming the new commission the “Human Services Commission” to reflect the City’s organizational structure as it relates to the mission of the new commission; and
WHEREAS, the new commission will solicit community input regarding focus areas and develop an overall work plan for the commission, and will make use of time-limited ad hoc committees to address discrete work efforts and emerging community needs; and WHEREAS, it is the policy of the City to give every resident of Santa Monica equitable social and economic opportunities and to provide equitable services.

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

SECTION 1. Chapter 2.62 of the Santa Monica Municipal Code is hereby added as follows:

CHAPTER 2.62 HUMAN SERVICES COMMISSION

2.62.020 Creation of the Human Services Commission
(a) Pursuant to Section 1000 of the Santa Monica City Charter, a Commission on Human Services is hereby established. The membership of said Commission shall be appointed by the City Council and shall consist of nine members chosen from the residents of the City. None of the members shall hold any paid office or employment in City of Santa Monica government.
(b) The nine commissioners shall classify themselves by lot such that two shall serve terms expiring on the next succeeding July 1st, two shall serve terms

7.A.a
Packet Pg. 1044 Attachment: ORD-ord-2d Read Consolidated Commissions (5091 : Second Read - Consolidated Commissions) expiring on the second succeeding July 1st, two shall serve terms expiring on the third succeeding July 1st, and one shall serve a term expiring on the fourth succeeding July 1st.
(c) The Commission shall meet on a quarterly basis with the option to meet more frequently, when necessary, via designation of a special meeting and in accordance with the Brown Act. Further, the Commission may establish ad hoc or standing committees that may meet more frequently than quarterly.

2.62.040 Powers and duties of the Commission
The Human Services Commission shall have the power and be required to:
(a) Act in an advisory capacity to the City Council in all matters pertaining to the social, economic, and wellness needs of vulnerable community members including, but not limited to, marginalized populations, low-income households, older adults, women and girls (including transgender women and girls), people of color, and people experiencing homelessness, specifically maintaining but not limiting its focus on the former Commission for the Senior Community, the former Social Services Commission, and the former Commission of the Status of Women, including the responsibility to:

1. Disseminate City-endorsed educational and informational material regarding human service resources that may benefit the Santa Monica community

7.A.a
Packet Pg. 1045 Attachment: ORD-ord-2d Read Consolidated Commissions (5091 : Second Read - Consolidated Commissions)

2. Review and recommend to the City Council national, state, and local legislation which may have an impact on vulnerable communities in Santa Monica

3. Consult and maintain contact with groups and individuals who are concerned with the challenges and opportunities of vulnerable City residents, and hold meetings as necessary to receive input from these groups and individuals

4. Recommend to the City Council specific human service programs necessary to serve the unmet needs of residents of the City, including reviewing and making recommendations on the City’s Human Services Grants Program

5. Review the City Manager’s proposed budget for human services and make recommendations to the City Council; and
(b) support City efforts to advance social, economic, and racial equity.

2.62.070 Reports
The Human Services Commission shall render written reports on its activities to the City Council on an annual basis.

SECTION 2. The Commission for the Senior Community, the Social Services Commission, and the Commission on the Status of Women shall all sunset on June 30, 2022.

7.A.a
Packet Pg. 1046 Attachment: ORD-ord-2d Read Consolidated Commissions (5091 : Second Read - Consolidated Commissions) SECTION 3. Santa Monica Municipal Code Chapters 2.48, 2.56 and 2.60 are hereby repealed in their entirety.

SECTION 4. 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, is hereby repealed or modified to that extent necessary to effect the provisions of this Ordinance.

SECTION 5. 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 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.

SECTION 6. 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 become effective July 1, 2022.

APPROVED AS TO FORM:
_________________________
SUSAN Y. COLA
Interim City Attorney

7.A.a
Packet Pg. 1047 Attachment: ORD-ord-2d Read Consolidated Commissions (5091 : Second Read - Consolidated Commissions) City Council
Report
City Council Meeting: April 26, 2022
Agenda Item: 7.B
1 of 1
To: Mayor and City Council
From: Susan Cola, Interim City Attorney, City Attorney's Office, Administration Subject: Second Reading and Adoption of an Ordinance Amending Santa Monica Municipal Code (SMMC) 11.04.050 Adjusting the City's Campaign Contribution Limit
Recommended Action
Staff recommends that City Council adopt the attached Ordinance.

Executive Summary
At its meeting on April 12, 2022, the City Council introduced for first reading an ordinance amending Santa Monica Municipal Code Section11.04.050 adjusting the City's campaign contribution limit. The ordinance is now presented to City Council for adoption.

Prepared By: Bradley Michaud, Legal Operations Coordinator Approved Forwarded to Council
Attachments:

A. ORD-ord-2d Read-Elections Code Limits

7.B
Packet Pg. 1048
1 City Council Meeting: April 26, 2022 Santa Monica, California ORDINANCE NUMBER ________ (CCS)
(City Council Series)

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AMENDING SECTION 11.04.050 OF THE CITY ELECTIONS CODE TO ADJUST

LIMITS ON CAMPAIGN CONTRIBUTIONS TO CITY CANDIDATES
WHEREAS, the City desires to adjust the limits on campaign contributions to City candidates to keep pace with the consumer price index (CPI).

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

SECTION 1. Chapter 11.04.050 is hereby amended to read as follows:

11.4.50 Limitations on contributions from persons.
(a) No person shall make to any candidate for office or to the controlled committee of such a candidate, a contribution or contributions totaling more than four hundred ten dollars for each election in which the candidate was on, is on, or is likely to be on the ballot or in which the candidate sought or seeks write-in votes. (b) No candidate for office or the controlled committee of such a candidate shall accept from any person a contribution or contributions totaling more than four hundred ten dollars for each election.
(c) The limitations imposed by this section shall be adjusted every five years, commencing on July 1, 2026, by an amount equal to the percentage change in the CPI-W Index for the Los Angeles-Long Beach-Anaheim area, as published by the

7.B.a
Packet Pg. 1049 Attachment: ORD-ord-2d Read-Elections Code Limits (5092 : Second Read - Elections Code Contributions Limit) 2 United States Department of Labor, Bureau of Labor Statistics rounded to the nearest five dollars.
(d) This section shall not be interpreted or applied to violate the right of association or the right to express views through expenditures. Rather, it is intended to be and shall be applied solely as a limit on campaign contributions to individuals and committees.

SECTION 2. 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, is hereby repealed or modified to that extent necessary to effect the provisions of this Ordinance.

SECTION 3. 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 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.

SECTION 4. 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 become effective 30 days from its adoption.

APPROVED AS TO FORM:
_________________
SUSAN Y. COLA
Interim City Attorney

7.B.a
Packet Pg. 1050 Attachment: ORD-ord-2d Read-Elections Code Limits (5092 : Second Read - Elections Code Contributions Limit) City Council
Report
City Council Meeting: April 26, 2022
Agenda Item: 7.C
1 of 2
To: Mayor and City Council
From: Susan Cola, Interim City Attorney, City Attorney's Office, Administration Subject: Second Reading and Adoption of Ordinance Approving Providence St. John's Development Agreement
Recommended Action
Staff recommends that City Council adopt the attached Ordinance.

Executive Summary
At its meeting on March 22, 2022, the City Council introduced for first reading an ordinance to adopt the Third Amendment to the Development Agreement for the Providence Saint John’s Health Center Phase Two Master Plan. The ordinance is now presented to City Council for adoption.

Prepared By: Bradley Michaud, Legal Operations Coordinator Approved Forwarded to Council
Attachments:

A. ORD-ord-2nd Reading PSJ Third Amendment
B. Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 C. Exhibit N 2022.04.26
D. Exhibit O Part 1 of 3 2022.04.26

7.C
Packet Pg. 1051
2 of 2
E. Exhibit O Part 2 of 3 2022.04.26
F. Exhibit O Part 3 of 3 2022.04.26
G. Exhibits P to U 2022.04.26

7.C
Packet Pg. 1052
1 of 15
City Council Meeting: April 26, 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

7.C.a
Packet Pg. 1053 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 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

7.C.a
Packet Pg. 1054 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 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

7.C.a
Packet Pg. 1055 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 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

7.C.a
Packet Pg. 1056 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 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”)

7.C.a
Packet Pg. 1057 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 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

7.C.a
Packet Pg. 1058 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 7 of 15
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

7.C.a
Packet Pg. 1059 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 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,

7.C.a
Packet Pg. 1060 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 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

7.C.a
Packet Pg. 1061 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 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

7.C.a
Packet Pg. 1062 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 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 be support of 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

7.C.a
Packet Pg. 1063 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 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.

7.C.a
Packet Pg. 1064 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 13 of 15
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 that 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.

7.C.a
Packet Pg. 1065 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 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:
______________________________
SUSAN Y. COLA
Interim City Attorney

7.C.a
Packet Pg. 1066 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 15 of 15

EXHIBIT A

DEVELOPMENT AGREEMENT

[behind this page]

7.C.a
Packet Pg. 1067 Attachment: ORD-ord-2nd Reading PSJ Third Amendment (5083 : Second Reading - St Johns DA) 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

7.C.b
Packet Pg. 1068 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 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.......................................................................... 17

2.1 General Description of Phase II...................................................................................17

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..............................................................................24

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

2.10 Enhanced Transportation Demand Management.........................................................25

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.........................................................................................................32

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

2.19 Water Neutrality During the Term of the Development Agreement ...........................33

7.C.b
Packet Pg. 1069 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 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

7.C.b
Packet Pg. 1070 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 4 7.4 Duration of Phase II Technical City Permits...............................................................45 ARTICLE 8 AMENDMENT AND MODIFICATION OF
DEVELOPMENT AGREEMENT .................................................................... 45

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...........................................................................47

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 ......................................................................................................... 48

11.1 Notice and Cure ...........................................................................................................48

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

11.3 Remedies for Non-Monetary Default ..........................................................................49

11.4 Modification or Termination of Agreement by City....................................................51

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

11.6 Completion of Improvements......................................................................................52 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

7.C.b
Packet Pg. 1071 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 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....................................................................................................58

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

7.C.b
Packet Pg. 1072 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 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.C.b
Packet Pg. 1073 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 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 nonprofit 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”).

7.C.b
Packet Pg. 1074 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 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,

7.C.b
Packet Pg. 1075 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 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,

7.C.b
Packet Pg. 1076 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 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)

7.C.b
Packet Pg. 1077 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 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)

7.C.b
Packet Pg. 1078 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 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. 11408); Y(2) Adopted a Statement of Overriding Considerations and Mitigation and Monitoring Plan (Resolution No. 11409);
Y(3) Adopted Resolution No. 11410 amending the 2022 LUCE and repealing the Hospital Area Specific Plan;
Y(4) Introduced Ordinance No. _______ for first reading approving this Third Amendment;

7.C.b
Packet Pg. 1079 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 13 Y(5) Approved the Phase II Master Plan (Resolution No. 11411); and Y(6) Approved the Tentative Tract Map.

Z. On March 22, 2022, the City Council adopted Ordinance No. ________ approving this Third Amendment and adopted Resolution No. 11412 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 April 26, 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, objectives and policies of the 2022 General Plan in force and effect as of the Third Amendment Effective Date.

7.C.b
Packet Pg. 1080 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 14 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.”

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

7.C.b
Packet Pg. 1081 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 15 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 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

7.C.b
Packet Pg. 1082 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 16 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 (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.

7.C.b
Packet Pg. 1083 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 17 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).

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

7.C.b
Packet Pg. 1084 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 18 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 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

7.C.b
Packet Pg. 1085 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 19 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”).

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.

7.C.b
Packet Pg. 1086 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 20 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 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

7.C.b
Packet Pg. 1087 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 21 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;
(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;

7.C.b
Packet Pg. 1088 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 22 (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 (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

7.C.b
Packet Pg. 1089 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 23 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 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

7.C.b
Packet Pg. 1090 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 24 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 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.

7.C.b
Packet Pg. 1091 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 25 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 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

7.C.b
Packet Pg. 1092 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 26 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 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.

7.C.b
Packet Pg. 1093 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 27 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.

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.

7.C.b
Packet Pg. 1094 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 28 (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 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.

7.C.b
Packet Pg. 1095 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 29 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 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.

7.C.b
Packet Pg. 1096 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 30 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. If an appeal of the Planning Commission’s approval of any Development Review Permit for a Phase II Vested Development is timely filed in accordance with 2022 SMMC Section 9.37.130, the City shall schedule such appeal hearing before the City Council within one-hundred twenty (120) days of the appeal being filed unless Saint John’s, in its sole and absolute discretion, consents to an extension of this one-hundred twenty (120) day time period.

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 Commission (or the City Council on appeal) makes the following findings of fact for a pending Development Review Permit application, as follows:

7.C.b
Packet Pg. 1097 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 31 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.

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.

7.C.b
Packet Pg. 1098 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 32 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.

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

7.C.b
Packet Pg. 1099 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 33 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.

2.20.2 Notwithstanding Third Amendment Section 2.20.1 above, the following exceptions shall apply:

7.C.b
Packet Pg. 1100 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 34 (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 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

7.C.b
Packet Pg. 1101 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 35 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 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

7.C.b
Packet Pg. 1102 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 36 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. (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.

7.C.b
Packet Pg. 1103 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 37 (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 (d) Otherwise fully comply with the requirements of the Phase II OSHPD Regulations.

7.C.b
Packet Pg. 1104 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 38 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:
(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,

7.C.b
Packet Pg. 1105 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 39 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 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:

7.C.b
Packet Pg. 1106 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 40 (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. (g) Wastewater/water connection fees, including capital facility and construction fees, which are adopted by City Council and apply generally throughout the City.

7.C.b
Packet Pg. 1107 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 41 (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.

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.

7.C.b
Packet Pg. 1108 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 42 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 vehicles shall be located at approaches to driveways as required by the City’s Mobility Division or successor thereto.

7.C.b
Packet Pg. 1109 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 43 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 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

7.C.b
Packet Pg. 1110 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 44 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.

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):

7.C.b
Packet Pg. 1111 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 45 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.

ARTICLE 8

AMENDMENT AND MODIFICATION OF DEVELOPMENT AGREEMENT

7.C.b
Packet Pg. 1112 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 46 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%,

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

7.C.b
Packet Pg. 1113 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 47 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”), 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

7.C.b
Packet Pg. 1114 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 48 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

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.

7.C.b
Packet Pg. 1115 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 49 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 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.

7.C.b
Packet Pg. 1116 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 50 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.

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

7.C.b
Packet Pg. 1117 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 51 (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.

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:

7.C.b
Packet Pg. 1118 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 52 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 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

7.C.b
Packet Pg. 1119 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 53 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.

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.

7.C.b
Packet Pg. 1120 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 54 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 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

7.C.b
Packet Pg. 1121 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 55 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 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

7.C.b
Packet Pg. 1122 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 56 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 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

7.C.b
Packet Pg. 1123 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 57 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
With a Copy to:

Providence St. Joseph Health
Senior Corporate Counsel - Real Estate
1801 Lind Avenue SW
Renton, Washington 98057

7.C.b
Packet Pg. 1124 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 58 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.

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

7.C.b
Packet Pg. 1125 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 59 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; 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

7.C.b
Packet Pg. 1126 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 60 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 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

7.C.b
Packet Pg. 1127 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 61 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 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;

7.C.b
Packet Pg. 1128 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 62 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 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.

7.C.b
Packet Pg. 1129 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 63 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 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

7.C.b
Packet Pg. 1130 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 64 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.

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.

7.C.b
Packet Pg. 1131 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 65 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 be undertaken in good faith and with due diligence and shall not be unreasonably withheld, conditioned or delayed.

7.C.b
Packet Pg. 1132 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) 66 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: Susan Y. Cola
Title: Interim City Attorney

7.C.b
Packet Pg. 1133 Attachment: Ordinance Exhibit A Development Agreement PSJ Third Amendment 2022.04.26 (5083 : Second Reading - St Johns DA) Exhibit “N”

Page 1 ends

Santa Monica City CouncilApril 26, 2022

Santa Monica City Council
April 26, 2022