Santa Monica City Council
April 26, 2022

Exhibit “P”

EXHIBIT “P”

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

EXHIBIT “Q”

PHASE II MASTER PLAN STANDARDS
[Behind this page.]
EXHIBIT “Q”

PHASE II MASTER PLAN DEVELOPMENT STANDARDS
III.

DEVELOPMENT

STANDARDS
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
26 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
A. PLAN OVERVIEW
This Chapter establishes the development standards that guide development throughout the implementation of this Master Plan. These regulations are consistent with the vision, program goals and urban planning principles discussed in Chapter II, Vision, Goals, and Principles. An overview of the Phase II buildings, circulation, and significant open space improvements are shown on Figure III-1 and further described in Table III-1. As depicted on Figure III-1, Phase II Sites with Conceptual Buildings, proposed development on the north campus is identified with a “2” by approximate site location, proposed development on the south campus is identified with a “S.” Implementation of this Phase II Master Plan contemplates demolition or removal of the existing buildings and surface parking lots summarized on Table I-1, Existing Conditions - Phase II Development Sites, in accordance with the DA.

West Ambulatory & Acute Care Building
East Ambulatory & Acute Care Building
20th Street Medical Building
Child and Family Development Center
Multifamily Housing
West Ambulatory Care & Research Building
Education & Conference Center and East Ambulatory
Care & Research Building
S5 Visitor Accommodations
2C
2I
S1
S2
S3
S4
2D/E
FIGURE III-1: PHASE II SITES WITH CONCEPTUAL BUILDINGS
2C
2D/E
2I
S1
S2
S3
S4
S5
Mulin Plaza
NOTE:

Figure depicts conceptual ground-level building footprints demonstrating implementation of the Development Standards provided in Chapter III, building design is subject to change
2022 27
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
B. PERMITTED USES
A variety of medical and non-medical uses are permitted for Phase II Development Sites. The following descriptions define the permitted uses identified by Development Site in Table III1, Phase II Vested Uses and Development Rights by Site. For any use not identified in Table III-1 or described below and in cases of uncertainty the Community Development Director has the authority to determine whether an undefined use shall be permitted.

B.1 Accessory Uses
Accessory uses shall consist of those accessory uses
determined by the applicable City decision maker (Community Development Director (or his/her designee) or Planning
Commission (or City Council on appeal)) to be incidental and subordinate to the primary Permitted Uses authorized in this Section III-B. In the event the applicable City decision maker approves an accessory use for a Phase II Development Site, the Floor Area for such accessory use shall be deducted from the Floor Area associated with the related primary Permitted Use for that Phase II Development Site.

B.2 Child & Family Development Center
The Child & Family Development Center use shall include mental health, educational and outreach facilities and services to children and families. Saint John’s anticipates that such services may include crisis intervention programs, specialized programs for children with developmental disabilities, outpatient mental health programs, educational therapy, therapeutic preschool and tutoring services and youth development projects. The Child & Family Development Center may also include clinical space, ancillary meeting rooms and administrative offices for health care professionals and employees working at the Child & Family Development Center.

B.3 Childcare/ Day Care
Childcare uses shall consist of day care, childcare or preschool nursery services.

B.4 Education & Conference Center
The Education & Conference Center shall consist of one or more facilities in which the following uses are permitted: (i) meetings, conferences, seminars, workshops and education and training sessions for health care professionals, (ii) lectures, seminars, meetings and programs for the general community on health care-related issues, (iii) advanced telecommunication technologies to provide communication linkages between
the campus property and other health care facilities and educational institutions, (iv) broadcast facilities designed to disseminate medical and health care information to health care professionals and the general public, (v) meetings of non-profit community-based organizations and (vi) meetings of groups and organizations related to Saint John’s, such as the Board of Trustees of the Saint John’s Health Center Foundation, the Irene Dunne Guild, and employees of Saint John’s and affiliated entities. The Center shall not be utilized for trade and consumer shows or exhibitions, or for industry or business meetings, that are unrelated to health care. The Education & Conference Center may include classrooms, auditoriums, meeting rooms, reference libraries for print and multimedia, broadcast facilities and administrative offices for health care professionals and employees working at the Education & Conference Center, provided that the broadcast facilities in the facility do not exceed an aggregate of 5,000 square feet. The Education & Conference Center shall be operated throughout the term of the DA on an integrated and coordinated basis with other health care services provided on the campus property.

B.5 Health & Wellness Center
A Health & Wellness Center shall be a facility that focuses on lifestyle management for individuals through the prevention of illness and promotion of wellness. Integral elements of the facility are programs and facilities for exercise, nutrition, physical therapy and rehabilitation, cardiac rehabilitation and related prevention-oriented and rehabilitative services. Ancillary uses within a Health & Wellness Center that are available to persons using the facility may include a snack and juice bar, a retail shop featuring exercise apparel and related items and comparable uses. The facility may also include administrative offices for health care professionals and employees working at the Health & Wellness Center.

B.6 Health-Related Services
Health Related uses shall include those uses identified in Appendix A and other uses that are determined by the Community Development Director to be similar to the uses so identified (“Similar Uses”) and no other uses. Similar Uses may include new health-related services and retail uses based upon advancements in health care.

B.7 Hospital/Health Care Uses
Hospital/Health Care Uses include without limitation, those specific uses listed in Appendix B.

B.8 Internal Pedestrian Connections
Internal pedestrian connections are above and/or below grade connections that may be located (a) above-grade between buildings located on Site S3 and S4 (in addition to the belowgrade subterranean parking that is connected throughout the south campus), (b) above and/or below-grade between Site 2C and Phase I buildings and (c) above and/or below-grade between Site 2D/E and Phase I buildings. These connections are discussed in Section E, Mobility Plan and are shown on Figure III-12. Nothing herein shall be deemed as a vested right to any real property interest over or under the City’s Santa Monica Boulevard public right-of way without a separate grant of approval by the City, which may be granted in the City’s sole and absolute discretion in the form of an easement agreement or equivalent grant of property interest over or under a public right-of-way.

B.9 Medical Office
Medical Office uses shall consist of offices developed and utilized for “medical use” as defined in the 2022 SMMC.

B.10 Medical Research Facilities
Medical Research Facilities shall consist of medical
laboratory and research facilities. Such facilities may include, without limitation, the research activities of the John Wayne Cancer Institute, the Saint John’s Heart Institute and other comparable medical laboratory and research endeavors. The Medical Research Facilities may also include clinic space and administrative and medical offices for health care professionals and employees working at the Medical Research Facilities.

B.11 Multifamily Housing
Multifamily housing shall consist of rental housing
units, including units that satisfy the City’s inclusionary housing requirements.

B.12 Neighborhood Commercial
Neighborhood Commercial uses shall consist of commercial uses that are permitted uses in the Neighborhood Commercial Zoning District as of the Phase II Master Plan’s effective date.

Other uses may be permitted that are similar to, consistent with, and not more disruptive than permitted uses in the Neighborhood Commercial District, as determined by the
Community Development Director.

B.13 Parking
Parking may be located in and on Phase II Development Sites, provided that no above-grade parking (exclusive of entry/exit driveways) on the ground floor of any Phase II Building shall be located within seventy-five (75) feet of Santa Monica Boulevard or Broadway.

B.14 Restaurants
Restaurants shall consist of Restaurant, Full-Service or Restaurant, Limited-Service and Take-Out as defined in 2022 SMMC Section 9.51.030(B)(8)(b) and (c) respectively, with Outdoor Dining and Seating Area as defined in 2022 SMMC Section 9.51.030(B)(8)(e). No separate parking structure or separate surface parking area shall be provided for any Restaurant on the campus property. The sale of alcoholic beverages may be allowed in Restaurants on the campus
property, provided that: (i) the sale of alcoholic beverages is incidental to the sale of food and (ii) the required City permit(s) are obtained pursuant to 2022 SMMC Section 9.31.040.

B.15 Visitor Accommodations
Visitor Accommodations shall consist of overnight visitor accommodations provided for occupancy exclusively by (i) inpatients and outpatients of other facilities located on the campus property and their family members, (ii) visiting health care professionals to the campus property and (iii) participants in health care conferences and seminars located on the
campus property. Saint John’s shall not market the availability of units in the Visitor Accommodations to the general public III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
28 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
TABLE III-1: PHASE II VESTED USES AND DEVELOPMENT RIGHTS BY SITE Site/ Master Plan Building Name Vested Uses by Site1&3 Vested Building Floor Area2 Vested Height4 S1 Child & Family
Development Center
Child & Family Development Center 34,500 sf6 47 feet
Day Care
S2 Multifamily Housing Multifamily Housing Min. 10 units / 2.5 FAR5 36 feet Restaurant or Neighborhood Commercial Uses
S3 West Ambulatory Care &
Research Building
Hospital/Health Care 123,000 sf 89 feet
Medical Research Facilities
Health & Wellness Center
Health-Related Services/Restaurant or Neighborhood
Commercial Uses
S4 Education & Conference
Center and East Ambulatory
Care & Research Building
Education & Conference Center 199,000 sf (includes sf for overhead connection between S3 and S4)
105 feet
Hospital/Health Care
Health & Wellness Center
Medical Research Facilities
Health-Related Services/Restaurant or Neighborhood
Commercial Uses
S5 Visitor Accommodations Visitor Accommodations 2.5 FAR5 73 feet Multifamily Housing
Saint John’s Café Restaurant or Neighborhood Commercial Uses 900 sf 17 feet 2C West Ambulatory & Acute
Care Building
Hospital/Health Care 123,350 sf above-grade
(including 7,250 sf of pedestrian connections to Phase I 6,150 sf below-grade
(including 2,650 sf of pedestrian connections to Phase I) 95 feet
Medical Research Facilities
Health & Wellness Center
Internal Pedestrian Connections to Phase I
Health-Related Services/Restaurant or Neighborhood
Commercial Uses
2D/E East Ambulatory & Acute
Care Building
Hospital/Health Care 65,800 sf above-grade
(including 3,300 sf of pedestrian connections to Phase I) 16,400 sf below-grade
(including 400 sf of pedestrian connections to Phase I) 75 feet
Medical Research Facilities
Health & Wellness Center
Internal Pedestrian Connections to Phase I
Health-Related Services/Restaurant or Neighborhood
Commercial Uses
2I 20th Street Medical Building Medical Office 73,300 sf 60 feet Medical Research Facilities
Hospital/Health Care
Health & Wellness Center
Child & Family Development Center
Health-Related Services/Restaurant or Neighborhood
Commercial Uses
Above- Grade Parking and Vehicle Circulation
Mullin Plaza Café Restaurant or Neighborhood Commercial Uses 1,500 sf 17 feet NOTES:

1. The the vested floor area/units per use are subject to the overall maximum floor areas/ units per Vested Use in accordance with themThird Amendment to the DA as provided in Table III-2.

2. Floor area has the meaning as definded in 2022 SMMC § 9.04.080. For some buildings, the sum of the maximum floor areas for the Vested Uses that may occur within the building exceeds that overall building’s floor area in order to allow some flexibility for establishing the eventual location and the not-to-exceed amount of certain Vested Uses within the Phase II buildings.

3. In accordance with Section B, Permitted Uses, subterranean parking is a permitted use for all Phase II Development Sites and is not floor area per 2022 SMMC § 9.04.080.

4. Vested heights for the Phase II buildings are based upon the Average Natural Grade (ANG) calculations for each Phase II Development Site shown in Table III-3. The City and Providence Saint John’s agree that the ANG calculations in Table III-3 will serve as the basis for all height calculations for the Phase II Development Program and that the 2022 SMMC’s regulations pertaining to the calculation of ANG will not apply to the Phase II Development program to the extent that they differ from those in the tables above.

5. City to evaulate if further environmental review is required for multifamily housing above 10 units on Site S2 or any Campus Property per the DA.

6. 2.5 FAR for housing if Daycare is continued on North Campus, in lieu of Child and Family Development Center as a permitted use.

TABLE III-2: PHASE II VESTED USES
Use2&3 Square Feet/ Units
Hospital/Health Care 404,000 sq ft
Medical Office 50,000 sq ft
Medical Research Facilities 140,000 sq ft
Health & Wellness Center 90,000 sq ft
Education & Conference Center 70,000 sq ft
Child & Family Development Center 50,000 sq ft
Health Related Services 40,000 sq ft
Day Care 25,000 sq ft
Restaurants 10,000 sq ft
Neighborhood Commercial Uses 5,000 sq ft
Visitor Accommodations 38,000 sq ft / 34 units
Multifamily Housing Min. 10 units
TABLE III-3: AVERAGE NATURAL GRADE (ANG)
Site ANG4
S1 148.55 ft
S2 149.97 ft
S3 148.55 ft
S4 and Saint John’s Cafe 150.06 ft
S5 150.05 ft
2C 156.84 ft
2D/E and Mullin Plaza Cafe 154.76 ft
2I 155.05 ft
2022 29
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
TABLE III-4: HEIGHT EXCEPTIONS
Phase II Building Aggregate Coverage of Projections
West Ambulatory & Acute Care Building (2C) 50% of roof area East Ambulatory & Acute Care Building (2D/E) 55% of roof area 20th Street Medical Building (2I) 50% of roof area
West Ambulatory Care & Research Building (S3) 60% of roof area Education & Conference Center and East
Ambulatory Care & Research Building (S4) 50% of roof area Visitor Housing (S5) 50% of roof area
Note: In accordance with 2022 SMMC Section 9.21.060(A), the above limitations on total aggregate coverage of projections shall not apply to solar energy systems.

Allowed Projections Above Height Limits
Structure Maximum Aggregate Coverage of
Building’s Roof Area (%)
Maximum Vertical
Projection (ft.)
Above the Height Limit
Skylights
Child & Family Development Center (S1) No limit (as per 2022 SMMC Table 9.21.060) 5 ft above the roofline
Ventilating fans, water tanks, cooling towers, or other equipment required to operate and maintain a building, along with screening of such equipment required by SMMC Section 9.21.140, Screening West Ambulatory & Acute Care
Building (2C)
Total area enclosed by all screening may
not exceed 50% 15 ft.

East Ambulatory & Acute Care Building (2D/E) Total area enclosed by all screening may not exceed 50% 15 ft.
20th Street Medical Building (2I) Total area enclosed by all screening may not exceed 45% 15 ft.

West Ambulatory Care & Research Building (S3) Total area enclosed by all screening may not exceed 60%
15 ft., except 30 ft. for an area up
to 200 sf.

Education & Conference Center and
East Ambulatory Care & Research Building (S4)
Total area enclosed by all screening may
not exceed 45%
15 ft., except 30 ft. for an area up
to 200 sf.

Visitor Housing (S5) Total area enclosed by all screening may not exceed 45%
12 ft. (as per 2022 SMMC
Table 9.21.060)
NOTE:

Projections above the Phase II buildings heights not established in this table shall be governed by 2022 SMMC Section 9.21.060 nor shall units be available to the general public. Saint John’s may retain a third-party to operate the Visitor Accommodations.

Visitor Accommodations is a permitted use originally approved in the 1998 Development Agreement in acknowledgement of the various visitors to Saint John’s campus that may require overnight accommodations. As Visitor Accommodations is
located on Saint John’s campus and is not available to the general public, it does not fit squarely into any of the use classifications listed in the 2022 SMMC (e.g. it is not a “multipleunit dwelling” per 2022 SMMC Section 9.51.020(A)(1)(d), “group residential” per 2022 SMMC Section 9.51.020(A)(1)(e), “corporate housing” per 2022 SMMC Section 9.51.020(A)(2), nor a type of “lodging” per 2022 SMMC Section 9.51.030(B) (15), etc.). This Section B.15 contains all requirements and limitations on the Visitor Accommodations use and this use shall not be subject to any other use/rental requirements in the 2022 SMMC including without limitation: restrictions on income levels of the occupants, bedroom/unit mix requirements, amenities (including furnishings), length of stay, principal place of residency, tenant relocation, good cause eviction, and transient occupancy tax.

B.16 Other Uses
Any other uses that are designated as permitted uses for the Phase II Development Sites by the SMMC in effect at the time the use is established that are similar to, consistent with, and not more disruptive than the Phase II Permitted Uses described above.

C. DEVELOPMENT STANDARDS
Development standards control height, setbacks, building separation and other related regulations concerning the redevelopment of the Phase II Development Sites.

C.1 Height
Vested heights in Table III-1 are based upon the Average Natural Grade (ANG) for each Phase II site as established in Table III-3.

The ANGs for each Phase II site govern all future development under the Phase II Master Plan and supersede the 2022
SMMC calculation for ANG (2022 SMMC Section 9.04.050(A) (1)). Permitted projections above the permitted heights are discussed in Section C.1.1, Height Exceptions, below.

C.1.1 Height Exceptions
Except as provided in Table III-4, Height Exceptions, permitted projections above Phase II permitted height limits are per 2022 SMMC Section 9.21.060. The total aggregate coverage of
projections above Phase II building heights established in Table III-1 shall not exceed 30% of a roof’s area, except as provided in Table III-4, Height Exceptions.

C.2 Building Separation, Setbacks and Stepbacks
Building placement will play an important part in creating character and a sense of place for the Saint John’s Campus.

Setback standards are required to provide areas for landscaping and a buffer from street activity. Standards for ground level setbacks and building separation are provided in Tables III-5 and III-6 and are also depicted on Figure III-2.

Upper-level stepback requirements are specified in Figure III-3 and Table III-7.

Minimum open space requirements are provided in Section D.

C.2.1 Projections into Required Setbacks and Open Space The following projections into required setbacks and open space areas are allowed in addition to those specified in 2022 SMMC Section 9.21.110:
a. Sites S3 and 2C: if the City approves a pedestrian connection across Santa Monica Boulevard then structural columns to support such pedestrian connection may be needed within setback areas.
b. All sites: Intake vents for any subterranean garage.

C.3 Other Site Regulations
C.3.1 Unexcavated Yards Adjacent to Residential Parcels Providence Saint John’s Phase II Developments will comply with the unexcavated yards provision in 2022 SMMC Section

9.21.190, except that the subterranean parking garage beneath Sites S4 and S5 is required to have a 7.5 foot unexcavated buffer adjacent to the property line adjacent to the property located at 1440 23rd Street.

C.4 Resource Recovery and Recycling
The minimum sizes of the Resource and Recycling areas for each Phase II Development are specified in Table III-8. Except for the S2 site, the resource recovery and recycling standards in 2022 SMMC Section 9.21.130 or successor thereto shall not apply given Providence Saint John’s unique refuse and recycling needs and that the health center’s refuse and recycling is handled through private firms rather than the City. If a Phase II site elects to use City refuse and recycling services then the standards in 2022 SMMC Section 9.21.130 shall be met.

III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
30 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
TABLE III-5: GROUND LEVEL BUILDING SEPARATION STANDARDS FIGURE III-2: GROUND-LEVEL BUILDING SEPARATION AND SETBACK REQUIREMENTS Map
Location Requirement

1. 20’ minimum separation from the north side of the building located at 2001 Santa Monica Boulevard to 2I building

2. 20’ minimum separation from the west side of the Parking Structure for 2001 and 2021 Santa Monica Boulevard to 2I building

3. 20’ minimum separation from the south side of the building located at 1301 20th Street to 2I building

4. 20’ minimum separation from the east side of the parking structure for 2001 and 2021 Santa Monica Boulevard to 2C building

5. 40’ minimum separation from the east side of the south facade of the existing CSS building to 2D/E building NOTE:

See Figure III-2 for building separation by map location.

TABLE III-6: GROUND LEVEL SETBACK REQUIREMENTS BY STREET

FRONTAGE OR PROPERTY LINE
Street Setback Distance from Street or
Property Line
20th Street 6 ft
North of Santa Monica Boulevard 6 ft
South of Santa Monica Boulevard 6ft
23rd Street 20 ft
Broadway 3 ft
Site S2 and 1440 23rd Street
shared property line 20 ft
NOTES:

See Figure III-2.
*See Figure III-7 for Saint John’s Square Open Space Requirements.

Requirements for the East and West Diveways and 20th Place are provided in Chapter III, Section E, Mobility Plan, general dimensions are provided on Fiture III-2 to demonstrate implementation of the setbacks in conjunction with the Mobility Plan.

NOTE:

Figure depicts conceptual roof-top building footprints demonstrating implementation of the Development Standards provided in Chapter III, building design is subject to change

1. 3.

2. 4. 5.
1301 20th Street
Parking for 2001 and
2021 Santa Monica Blvd
CSS Building (Phase I)
2001 Santa Monica Blvd.
*
2022 31
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
FIGURE III-3: UPPER-LEVEL STEPBACK REQUIREMENTS TABLE III-7: UPPER LEVEL STEPBACK REQUIREMENT BY STREET Adjacent Street Min. Avg. Upper Level
Stepback from Property Line
20th Street 9 ft
Santa Monica Boulevard 7 ft
23rd Street 21 ft
Broadway 6 ft
TABLE III-8: RESOURCE AND RECYCLING AREA DIMENSIONS
Minimum Resource and Recycling Room Dimensions
Building Minimum Room Dimensions
Child & Family Development Center (S1) 28’ x 12’-6”
Multifamily Housing (S2) 21’ x 14’ as per 2022 SMMC Table 9.21.130.A West Ambulatory Care & Research Building (S3) 28’ x 20’ Education & Conference Center and East
Ambulatory Care & Research Building (S4) 28’ x 28’
Visitor Housing (S5) 28’ x 12’-6”
Saint John’s Café None. Refuse and recycling transported to S4 daily.

West Ambulatory & Acute Care Building (2C) 28’ x 20’
East Ambulatory & Acute Care Building (2D/E) 28’ x 12’-6” 20th Street Medical Building (2I) 28’ x 20’
Mullin Plaza Café None. Refuse and recycling transported to 2D/E daily.

NOTE:

Figure depicts conceptual roof-top building footprints
demonstrating implementation of the Development Standards provided in Chapter III, building design is subject to change III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
32 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
D. OPEN SPACE STANDARDS
As described throughout this Chapter, the Phase II Master Plan includes new open spaces on both the south campus and north campus. These open spaces enhance the pedestrian
experience on and around the campus, allow opportunities for outdoor exercise and wellness, and provide gathering areas for Providence Saint John’s employees, patients, and visitors as well as area residents and employees. Figure III-4 shows the various Phase II ground-level open space areas.

D.1 Publicly-Accessible Open Spaces
D.1.1 Locations and Sizes
Many of the Phase II open spaces are publicly-accessible.

Figure III-5 depicts the approximate locations of the publiclyaccessible open spaces. The significant Phase II publiclyaccessible open spaces are subject to the requirements in Table III-9. The publicly-accessible open spaces will be governed by the regulations included in the Development Agreement.

A. Minor Modifications
The Planning Commission or Architectural Review Board, as applicable, may approve modifications or reductions to one or more of the publicly-accessible open spaces upon making a finding that the particular publicly-accessible open space supports an activated pedestrian ground-level through design creativity/innovation and/or the integration of features or amenities for pedestrians.

D.1.224/7 Pedestrian Connections
In accordance with the Development Agreement and as shown on Figure III-6, three 24/7 Pedestrian Connections connecting Santa Monica Boulevard to Broadway (or 21st Street) through the South Campus are provided as part of Phase II. The 24/7 Pedestrian Connections will have a minimum of 5 feet clear walking area. The west 24/7 Pedestrian Connection is provided along the sidewalk on the east side of 20th Place and South Campus West Driveway as part of the S1 and S3 developments.

The middle 24/7 Pedestrian Connection is provided on the vacated portion of 21st Street once the northern portion of 21st Street is vacated. The east 24/7 Pedestrian Connection is provided along the west side of Southeast Driveway, Service Access Road and South Campus East Driveway sidewalks as part of the S4 development. The 24/7 Pedestrian Connections are further governed by regulations in the Development
Agreement.

D.2 South Campus Open Space
In accordance with the Development Agreement, a minimum of 35% ground-level open space shall be provided on the south campus. In addition to the ground level open space, private open space areas may be provided on upper level roof decks of some Phase II buildings to provide additional opportunities for open air gathering (these areas do not count toward the 35% South Campus open space requirement and are not publiclyaccessible).

D.2.1Saint John’s Square Urban Design Standards
Figure III-7 shows Saint John’s Square and the adjacent urban design features that contribute to the pedestrian-oriented design along Santa Monica Boulevard. The minimum requirements for these areas are provided in Table III-10.

TABLE III-9: STANDARDS FOR SIGNIFICANT

PUBLICLY-ACCESSIBLE OPEN SPACE
Development Site Minimum Size
Saint John’s
Square (Site S4)
16,500 sf (Saint John’s Café and
an elevator to the parking garage
may be located in this area)
Sun Garden (Site S5) 12,000 sf
South Garden (Site S5) 7,000 sf
Mullin Plaza (extension
onto Site 2D/E)
23,000 sf Total
[Existing 17,700 sf + New 5,300 sf]
(Mullin Plaza Café may be located
in this area)
FIGURE III-4: PHASE II OPEN SPACE
NOTE:

Figure depicts conceptual ground-level building footprints demonstrating implementation of the Development Standards provided in Chapter III, building design and location of open space are subject to change 2022 33
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
FIGURE III-5: PHASE II GROUND LEVEL PUBLICLY-ACCESSIBLE OPEN SPACE NOTE:

Figure depicts conceptual ground-level building footprints demonstrating implementation of the Development Standards provided in Chapter III, building design and location of open space are subject to change.

FIGURE III-6: AREAS DESIGNATED FOR 24/7 PEDESTRIAN ACCESS THROUGH SOUTH CAMPUS Figure depicts conceptual ground-level and roof-top building footprints demonstrating implementation of the Development Standards provided in Chapter III, building design is subject to change 24/7 Pedestrian Connection
(Public Sidewalk per DA)
24/7 Pedestrian Connection
(Existing Public Sidewalk)
24/7 Pedestrian Connection
(Publicly-Accessible Connection)
NOTE:

III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
34 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
(E) Santa Monica Blvd.

Residential
S4
S4
S3
140’ min.
100’ min.
5’ min.
additional
open space
at ground
5’ min.
additional
open space
at ground
“open to sky” open space “open to sky” open space
0 50’ 100’
Legend
Potential Footprint of Upper Levels
N
FIGURE III-7: SAINT JOHN’S SQUARE STANDARDS
NOTE:

Figure depicts conceptual ground-level building footprints demonstrating implementation of the Development Standards provided in Chapter III, building design and location of open space are subject to change.

Outdoor Pedestrian
Connection
15’ min. width
12’ min. vertical
clearance
A.

C.
(E) Santa Monica Blvd.

Residential
S4
S4
S3 Outdoor Pedestrian
Connection
15’ min. width
12’ min. vertical
clearance
*
*
Outdoor
Pedestrian
Connection
20’ min. width
14’ min. vertical
clearance
A.

C.
*
*
0 50’ 100’
Legend
*
Potential Footprint of Upper Levels
Ground Level Entrance
See B. and D. in Table
Locations shown are not final, but are
provided to demonstrate compliance
with the standards in Table
N
TABLE III-10: SAINT JOHN’S SQUARE DEVELOPMENT STANDARDS General Standards

1. Saint John’s Square’s “open to the sky” area shall be a minimum of 100’ from the property line along Santa Monica Boulevard to the south/S4 building for a minimum of 140’ east-west between the S3 building and eastern portion of the S4 building as shown on Figure III-7. At the ground level and consistent with the ground level setbacks also specified in Figure III-7, a minimum of 5’ of additional publicly-accessible open space both west and east of Saint John’s Square’s is not required to be “open to sky”. The other ground level setback area may be covered and/or included as an arcade at building’s ground level with building columns located in this area.

Note: an elevator to the parking garage and/or intake vents for the parking garage may be located in this area.

2. Additional Pedestrian Oriented Design Standards - Each letter below corresponds to Figure III-7.

West of Saint John’s Square/S3 Site Pedestrian Oriented Design A. Minimum volume of opening below S3/S4
above-grade connection
20’ width (east-west)
14’ minimum clear from grade to bottom of floor above
B. S3 Pedestrian Entrance Minimum of 1 pedestrian entrance to S3 building from Santa Monica Boulevard/ Saint John’s Square
East of Saint John’s Square/S4 Site Pedestrian Oriented Design C. Ground level publicly-accessible
connection through S4 building/footprint
between South Campus East Driveway and
Saint John’s Square
15’ minimum width (north-south)
12’ minimum clear from grade to bottom of floor above
D. S4 Pedestrian Entrances Minimum of 1 pedestrian entrance to east portion of S4 building from Santa Monica Boulevard/Saint John’s Square.

Minimum of 1 pedestrian entrance to west portion of S4 building from Saint John’s Square.

Minimum of 1 pedestrian entrance to west portion of S4 building from Woodland Garden.

Outdoor
Pedestrian
Connection
20’ min. width
14’ min. vertical
clearance
Not to Scale
Potential Footprint of Upper Levels
See B and D in Table III-10.

Ground Level Building Entrance
Woodland Garden
2022 35
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
FIGURE III-8: SOUTH CAMPUS INTERIM OPEN SPACE CONDITIONS Vacated portion of 21st Street
Interim Landscape Buffer
Saint John’s Way 20th Place
21st Street
Broadway
South Campus West Driveway
D.2.2Interim Conditions
The temporary conditions for the South Campus may be
implemented during build out of this long-term plan to
provide open space buffers and access during various stages of development. The requirements for implementation of
these areas are discussed below and are shown on Figure III-8. Additionally, application of each interim condition is demonstrated throughout the various stages of the two Phasing Plans provided in Chapter IV.
a. S3 and 21st Street
Once S3 is built and the requirements for vacation of 21st Street are met, an interim publicly-accessible open space area shall be provided along the northern portion of the street as depicted in Figure III-8. The vacated northern portion of 21st Street between Santa Monica Boulevard and the entrance to lot H will be improved with interim landscape and hardscape. This area will provide public access between Broadway and Santa Monica Boulevard as well as emergency vehicle access. The southern portion of 21st Street will continue to provide access to neighboring residential developments as well as Parking Lot H. The design of this interim landscape/hardscape shall be reviewed by the Architectural Review Board as part of its review of the S3 site. This interim condition shall be provided until development of S4 and Saint John’s Square commence.
b. S4 Landscape Buffer
If the existing Cancer Institute building is demolished prior to Site S4 construction commencing, an interim landscape and hardscape buffer area along Santa Monica Boulevard with a depth of at least 5 feet shall be provided. Figure III-8 illustrates the intended location of the planting buffer. Design for such interim landscape and hardscape area shall be subject to review and approval by the Community Development Director. The interim surface parking shall be screened from Santa Monica Boulevard with planting, berms, and/or fences as described in 2022 SMMC Section 9.28.120(K.2) with the screening being a minimum of 3 feet and a maximum of 3.5 feet in height pursuant to 2022 SMMC Section 9.28.120(K.1) unless alternative
screening is approved by the Community Development Director pursuant to 2022 SMMC Section 9.28.120(M). Except for
these specific screening and landscape or hardscape design requirements, the Community Development Director may
modify or waive otherwise applicable parking design and development standards (including those in 2022 SMMC
Section 9.28.120) and/or landscaping requirements (including those in 2022 SMMC Section 9.26.050) due to the interim nature of the construction staging or parking area. This interim condition shall be provided until development of S4 and Saint John’s Square commence.

D.3 Minor Modifications
Providence Saint John’s may request and the Planning
Commission or Architectural Review Board, as applicable, may approve modifications to location and layout of the south campus open spaces as part of the review process for individual Phase II Developments so long as the overall ground level open space on the south campus meets the 35 percent requirement.

D.4 Architectural Review of Phase II Open Space
The design and landscaping of each Phase II open space shall be subject to the approval of the Architectural Review Board during architectural review of each of the Phase II Developments.

Santa Monica Blvd
20th Street
Parking Lot H
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
36 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
E. MOBILITY PLAN
This Phase II Master Plan includes mobility improvements on and around the Providence Saint John’s campus that will be implemented over time as part of the Phase II Development Program. The objective of the Phase II Master Plan with respect to mobility is to accommodate vehicular, bicycle and pedestrian circulation and parking access on Providence Saint John’s property and avoid impacts to and queuing on the City streets adjacent to the Providence Saint John’s campus. In this regard, priority for vehicular access to/from Providence Saint John’s is from Santa Monica Boulevard while Broadway is prioritized for bicycle access.

E.1 Vehicle Circulation Plan
A comprehensive new vehicle access and circulation plan has been developed for Saint John’s as provided on Figure III-9, Vehicle Circulation Plan. The Plan includes improvements to the north and south campus areas as described throughout the sections below.

E.2 Bicycle Circulation Plan
Bicycle circulation is provided on Figure III-10. Consistent with the City’s Bicycle Action Plan, Broadway has been maintained as the primary route for cyclists in this part of Santa Monica.

E.3 Pedestrian Circulation Plan
The sidewalk improvements throughout this section are designed to enhance pedestrian mobility for existing development and Phase II sites as depicted on Figure III-11 (the minimum dimensions for sidewalks detailed in this Chapter III are the required setbacks from the face of the curb to the building line and may include both walkways and other associated landscaping, areas for street trees or street furniture). The publicly-accessible open space areas encourage pedestrian use and are discussed throughout Section D, Open Space
Standards. Additionally, several above-grade or below-grade pedestrian connections are explored to increase connectivity between buildings and overall pedestrian circulation between the north and south campuses. Potential connections are shown on Figure III-12 and are described below.

FIGURE III-9: VEHICLE CIRCULATION PLAN
NOTES:

1. Figure depicts conceptual ground-level and roof-top building footprints demonstrating implementation of the Development Standards provided in Chapter III, building design and location of open space are subject to change.

2. See Figure III-30 for loading zones.
/or
2022 37
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
FIGURE III-10: BICYCLE CIRCULATION PLAN
NOTES:

1. Figure depicts conceptual ground-level and roof-top building footprints demonstrating implementation of the Development Standards provided in Chapter III, building design and location of open space are subject to change.

2. Short and long term bicycle parking locations are approximate and subject to change. Actual locations will be determined with each planning application.
/Visitor Bicycle Parking
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
38 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
FIGURE III-11: PROPOSED PEDESTRIAN CIRCULATION
NOTES:

1.Sidewalk includes pedestrian and landscape area, curb to the ground level building facade.

2. The proposed pedestrian pathways depicted are shown to demonstrate connectivity through the campus and are subject to change.

3. Figure depicts conceptual ground-level and roof-top building footprints demonstrating implementation of the Development Standards provided in Chapter III, building design and location of open space are subject to change.
2022 39
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
FIGURE III-12: POTENTIAL ABOVE AND BELOW GRADE BUILDING CONNECTIONS Above or Below Grade
Building Connection
Above Grade Building
Connection with Usable Sq Ft.

E.3.1Above- and Below-Grade Connections
Several above- and below-grade connections could be
implemented to enhance connectivity for the Phase I and Phase II sites. Square footages for the following connections that are vested are provided in Table III-1 . Other possible connections noted in this section are not vested or permitted by right and require additional City approval as noted below.
a. Pedestrian Connections to Existing Phase I CSS Building Two pedestrian connections between the East Ambulatory & Acute Care Building (2D/E) to the existing Phase I CSS Building are permitted.
i. One above-grade pedestrian connection is permitted
within Pedestrian Zone #3 (as shown on Figure III12). The permitted floor area for this above-grade pedestrian connection is 3,300 sf.
ii. One subterranean pedestrian connection up to 400
sf is permitted.

Three pedestrian connections connecting the West Ambulatory & Acute Care Building (2C) to the existing Phase I Keck Building are permitted.

1. One above-grade Pedestrian Connection is permitted within Pedestrian Zone #1 (as shown on Figure III-12).

2. A second above-grade Pedestrian Connection is permitted in Pedestrian Zone #2 (also shown on Figure III-12).
a. The total permitted floor area for these two Pedestrian Connections (1. and 2.) is 7,250 square feet, with the
permitted floor area for either Pedestrian Connection being 5,850 sf (subject to the cumulative permitted floor area of 7,250 sf).

3. A subterranean/semi-subterranean Pedestrian Connection connecting the West Ambulatory & Acute Care Building
(2C) to the existing Phase I Keck Building is also permitted.

Because of the grade change between these two buildings a portion of this Pedestrian Connection could be exposed and visible. The permitted floor area for this Pedestrian Connection is 2,650 sf.

Portions of these pedestrian connections could be constructed on and across Phase I land area and would require the removal of two existing one-story cinder block buildings currently located on the west side of the Phase I Keck Building and commonly referred to as the “technology docks.”
b. Sites S3 and 2C
An above-grade pedestrian connection over Santa Monica
Boulevard connecting the West Ambulatory Care & Research Building (S3) to the West Ambulatory & Acute Care Building (2C) could be proposed and further explored with the City.

If constructed the above grade pedestrian connections
should complement the connecting buildings (see Chapter II, Section E.1, Phase II Development Program and Conceptual Building Design).
c. S3 and S4
As identified on Figure III-12, an above-grade, two-level connection between the West Ambulatory Care & Research
Building (S3), and the Education & Conference Center, and the East Ambulatory Care & Research Building (S4) is permitted.

As the connection would be part of the S4 development, the floor area associated with this connection is included in the vested floor area for the Education & Conference Center and the East Ambulatory Care & Research Building (S4), see Table III-1, Phase II Vested Uses and Development Rights by Site. d. Subterranean Tunnel Connection
A vehicular subterranean tunnel beneath beneath Santa
Monica Boulevard connecting the parking garages for the East Ambulatory & Acute Care Building (2D/E) and the Education & Conference Center and East Ambulatory Care & Research Building (S4) could be proposed to allow for circulation between the two garages, subject to additional City approval.
e. S1/S3 and 2C Connection
Another vehicular subterranean tunnel connection could
be proposed beneath Santa Monica Boulevard connecting
the S1/S3 parking garage and the 2C parking garage to
provide additional campus connectivity. As with the abovegrade pedestrian connection over Santa Monica Boulevard, this element may either be considered as part of the S3 development or as part of the 2C development in accordance with the Phase II Phasing Plan (see Chapter IV) and will require additional City approval. NOTE: Figure depicts conceptual ground-level and roof-top building footprints demonstrating implementation of the Development Standards provided in Chapter III, building design and location of open space are subject to change.

Phase I CSS Building
Phase I Keck Building
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
40 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
E.4 Street Sections
The following sections detail existing and new street (public) and driveway (private) improvements related to Phase II Master Plan circulation improvements for the North and South campus areas. The sequence for implementation of mobility improvements are provided in Chapter IV, Phasing Plan.

E.4.1 North Campus Access Improvements
As identified on Figure III- 13, Campus Street Network, improvements on the North Campus are intended to align
with the new driveways proposed for the South Campus and to support ingress and egress for existing and new buildings planned north of Santa Monica Boulevard.
a. Site 2I
As part of the development of the 20th Street Medical Building (2I), a driveway from 20th Street is planned to provide ingress and egress to the parking garage on Site 2I. The driveway access is approximately shown on Figure III-13, and is discussed further in Section E.4.4.b, below.
b. Mullin Plaza
As part of Phase II implementation, the Mullin Plaza driveways will be revised to align with the new south campus driveways with the ingress driveway ultimately being shifted to Site 2D/E and the egress driveway being re-routed through the 2C site to connect to the new Site 2C driveway. The valet loop will remain and be expanded to the east with the expansion of the Mullin Plaza ingress driveway. Although the existing Mullin Plaza egress driveway (at the intersection of 21st Street and Santa Monica Boulevard) will be closed for general vehicular access, a controlled access mechanism will be installed to allow emergency vehicle access.
c. Site 2C
A new driveway from Santa Monica Boulevard (aligning with the South Campus West Driveway) will be added to provide additional ingress and egress to Site 2C. Egress from the Mullin Plaza driveway will be re-routed through the 2C site to connect to the new driveway. The driveway will also allow through access for emergency vehicle access between Santa Monica Boulevard and Arizona Avenue via a controlled access mechanism that will be located on the north side of the new 2C driveway.
d. Site 2D/E
As part of Phase II implementation, a new driveway from Santa Monica Boulevard will be added on Site 2D/E (aligning with South Campus East Driveway) as part of the Mullin Plaza expansion. This new driveway will be for ingress only. Ultimately, the result will be that the two existing curb cuts on Santa Monica Boulevard -- one for the Mullin Plaza ingress driveway and one that currently serves as the Foundation building egress -- will be consolidated into one curb-cut for ingress only. The existing curb-cut on Site 2D/E along 23rd Street (which currently is ingress only into the Foundation building parking lot) will be shifted and will be for egress only and limited to right-turns.

Vacated portion of 21st Street
Mullin Plaza Driveway
South Campus West Driveway
Saint John’s Way
20th Place
Southeast Driveway
South Campus East Driveway
FIGURE III-13 CAMPUS STREET NETWORK
21st Street
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III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
FIGURE 15.1(a):

South Campus West Driveway Section FIGURE III-14: SOUTH CAMPUS WEST DRIVEWAY SECTION FIGURE 15.1(b):

South Campus West Loading Zone
(Commercial Loading)
FIGURE 15.1(b):

South Campus West Loading Zone
(Commercial Loading)
FIGURE III-15: SOUTH CAMPUS WEST LOADING ZONE (COMMERCIAL LOADING) E.4.2 South Campus Access Improvements
This Phase II Master Plan cohesively connects the north and south campus through re-alignment of an intersection as well as a few new streets and driveways. New south campus streets include (1) a new southbound street on the west side of the south campus, tentatively called 20th Place, and (2) a new westbound street between 21st Street and 20th Place, tentatively called Saint John’s Way. These new streets and driveways are shown previously on Figures III-9 and III-13 and are described with street sections in this Section.
a. South Campus West Driveway
South Campus West Driveway is a new north-south connection that will run from Santa Monica Boulevard to the subterranean parking garage located on the west side of the south campus.

Figures III-14 and III-15 provide the street section and loading zone for implementation of this driveway.
• Vehicles and Bicycles: South Campus West Driveway will be a two-way driveway that is 32 feet curb-to-curb and provides vehicular access to/from Santa Monica Boulevard and the subterranean parking garage beneath the south campus.

South Campus West Driveway will be shared with bicycles and provide bicycle access to the south campus, including access to short-term and long-term bicycle parking. From South Campus West Driveway, bicycles will be able to
access the existing dedicated bicycle lanes on Broadway by continuing along 20th Place. Except for emergency
and service/logistics vehicles, there will generally be no through access for vehicles between Broadway and Santa
Monica Boulevard. A controlled access mechanism would
be located on South Campus West Driveway immediately
south of the entrance to the subterranean parking garage.

A commercial loading area, Figure III-15, is provided in the area between the controlled access mechanism and 20th
Place, where another controlled access mechanism will
be located permitting through access for emergency and
service/logistics vehicles from Santa Monica Boulevard
to Broadway.
• Pedestrians: Pedestrian circulation is provided through a new sidewalk on the east side of South Campus West
Driveway. The sidewalk continues to Broadway along the new 20th Place (described below), creating better pedestrian connectivity through the south campus (including to the new open spaces on the south campus) and between the
Expo Light Rail Stations and the Providence Saint John’s campus. Four-way signalized cross walks will be provided at the relocated intersection of Santa Monica Boulevard and South Campus West Driveway to provide pedestrian
connections between the north and south campuses.

South Campus West Driveway will be created as part of
development on Site S3.

Bike Access Bike Access Bike Access
Bike Access
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
42 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
FIGURE 15.4:

South Campus East Driveway Section (northern portion)
FIGURE III-16: SOUTH CAMPUS EAST DRIVEWAY SECTION (NORTHERN PORTION) FIGURE 15.5:

South Campus East Driveway Section (commercial
loading)
FIGURE 15.5:

South Campus East Driveway Section (commercial
loading)
FIGURE III-17: SOUTH CAMPUS EAST DRIVEWAY SECTION (COMMERCIAL LOADING) b. South Campus East Driveway
South Campus East Driveway is a new north-south driveway that will run from Santa Monica Boulevard to the subterranean parking garage located beneath the south campus. Figures III16 and III-17 provides the street sections for implementation of this driveway.
• Vehicle and Bicycles: South Campus East Driveway will be a two-way driveway that is 32 feet curb-to-curb and provides vehicular access to/from Santa Monica Boulevard and the subterranean parking garage beneath the south campus.

A commercial loading zone is provided on the west side
of the South Campus East Driveway. South Campus East
Driveway will be shared with bicycles and provide bicycle access to the south campus, as well as amenities for shortterm and long-term bicycle parking. From South Campus East Driveway, bicycles will be able to access the existing dedicated bicycle lanes on Broadway by continuing along Service Access Road and Southeast Driveway. Except for
emergency vehicles and service/logistics vehicles, there will generally be no through access for vehicles between Broadway and Santa Monica Boulevard. A controlled
access mechanism will be located on South Campus
East Driveway immediately south of the entrance to the
subterranean parking garage.
• Pedestrians: Pedestrian circulation is provided through a new sidewalk on the west side of South Campus East
Driveway. The sidewalk leads to pedestrian circulation
extending to Broadway, creating better pedestrian
connectivity through the south campus (including to the new open spaces on the south campus) and between the
Expo Light Rail Stations and the Providence Saint John’s campus. Four-way signalized crosswalks will be provided at the relocated intersection of Santa Monica Boulevard and South Campus East Driveway to provide pedestrian
connections between the north and south campuses.

South Campus East Driveway, including the relocated traffic signal at its intersection with Santa Monica Boulevard, will be created as part of development on Site S4 as described Chapter IV, Phasing Plan.

Bike Access Bike Access
Bike Access Bike Access Bike Access
2022 43
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
FIGURE 15.6:

Southeast Driveway Section
FIGURE III-18: SOUTHEAST DRIVEWAY SECTION
FIGURE 15.7:

Service Access Section
FIGURE 15.7:

Service Access Section
FIGURE III-19: SERVICE ACCESS SECTION
c. Southeast Driveway
Southeast Driveway is a new north-south driveway that will run from Broadway to Site S2. Figure III-18 provides the street section for implementation of this driveway.
• Vehicles and Bicycles: Southeast Driveway will be a two-way driveway that provides vehicular access to/from Broadway and the Multifamily Housing building at Site S2. Emergency and service/logistics vehicles will also be able to utilize Southeast Driveway for through access between Santa
Monica Boulevard and Broadway. Southeast Driveway will
be shared with bicycles and provide access to the south campus including connecting the existing dedicated bicycle lanes on Broadway to and through the south campus. Shortterm and long-term bicycle parking amenities will also be available as shown on Figure III-10, Bicycle Circulation.

Southeast Driveway will provide access to a commercial
loading zone on the north side of the S5 building. Except for emergency vehicles and service/logistics vehicles, there will generally be no through access for vehicles between Broadway and Santa Monica Boulevard. A controlled access mechanism will be located on at the northern terminus of Southeast Driveway. Southeast Driveway is 24 feet wide.

Prior to Site S4 redevelopment, this Driveway may also
serve as the ingress for surface parking Lot H and interim surface parking and construction staging on Site S4.
• Pedestrians: Pedestrian circulation is provided through new sidewalks on both sides of Southeast Driveway to promote pedestrian circulation from Broadway to the south campus.

The sidewalks will connect to pedestrian circulation within the south campus, creating better pedestrian connectivity through the south campus (including to the new open
spaces on the south campus) and between the Expo Light
Rail Stations and the Providence Saint John’s campus. A new crosswalk will be provided on the west side of the new intersection of Southeast Driveway and Broadway.

Southeast Driveway is located on Site S5 but is anticipated to be created as part of development on Site S2.
d. Service Access Road
The Service Access Road is a new north-south service road that will connect South Campus East Driveway and Southeast Driveway. Figure III-19 provides the street section for implementation of the service access road.
• Vehicles and Bicycles: The Service Access Road is a twoway service road that allows emergency and service/ logistics vehicles through access between Santa Monica
Boulevard and Broadway. Controlled access mechanisms
will be located on the northern and southern terminuses of the Service Access Road. The Service Access Road will be shared with bicycles to allow bicycles through access between Santa Monica Boulevard (via South Campus East
Driveway) and Broadway (via Southeast Driveway) and
connect the existing dedicated bicycle lanes on Broadway to and through the south campus. The Service Access Road is 25 feet curb-to-curb.
• Pedestrians: Service Access Road will include a sidewalk on its east side to promote pedestrian circulation from Broadway (including from the S2 building and open space on the east side of the Southeast Driveway) to/from the south campus. The west side of the Service Access Road is open space that also provides pedestrian circulation from Broadway to/from the south campus and between the Expo
Light Rail Stations and overall Saint John’s campus.

The Service Access Road is anticipated to be created as part of development on Site S4 (described in Chapter IV, Phasing Plan). e. Minor Modifications
The Community Development Director may approve changes
to the use or location of the new driveways, streets, and/ or sidewalks in this Section E.4.2, upon written request by Providence Saint John’s; however the City may not require any of the new driveways, streets and/or sidewalks to be expanded beyond the dimensions of this Plan as shown on Figures III-14 through III-19.

Bike Access
Bike Access
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
44 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
FIGURE 15.2:
20th Place Section
E.4.3 New Streets on South Campus
a. 20th Place
20th Place is a new one-way, southbound street that will run from Saint John’s Way (described below) to Broadway:

Figure III-20 provides the street section for implementation of this roadway.
• Vehicles and Bicycles: 20th Place will be a one-way
southbound street that provides vehicular access from
Saint John’s Way to Broadway. 20th Place will primarily be used by residents of and visitors to the existing residential buildings on 21st Street and those accessing the Child & Family Development Center (S1). 20th Place includes a
dedicated passenger loading (drop-off/pick-up) zone on its east side and on-street parking spaces on its west side.

Emergency and service/logistics vehicles will be able to utilize 20th Place for access from Santa Monica Boulevard to Broadway via the South Campus West Driveway. 20th
Place will be a shared street with bicycles and provide access from the south campus and the existing residential buildings on 21st Street to Broadway. 20th Place is 28 feet curb-to-curb. 20th Place connects to South Campus West
Driveway via a restricted access and commercial loading area adjacent to the S3 site. Emergency vehicles have full access between Broadway and Santa Monica Boulevard
via 20th Place and South Campus West Driveway.
• Pedestrians: Pedestrian circulation is provided through new sidewalks on both sides of 20th Place to promote
pedestrian circulation from Broadway to the south campus.

The sidewalk on the east side will continue to Santa
Monica Boulevard (along South Campus West Driveway),
creating better pedestrian connectivity through the south campus (including to the new open spaces on the south
campus) and between the Expo Light Rail Stations and the Providence Saint John’s campus. A new crosswalk will be provided on the east side of the new intersection of 20th Place and Broadway.
20th Place is anticipated to be created as part of the
development on Site S1 (described above).
b. Saint John’s Way
Saint John’s Way is a short one-way westbound connecting street that will run from the revised 21st Street (described below) to the new 20th Place. Figure III-21 provides the street section for implementation of this roadway.
• Vehicles and Bicycles: Saint John’s Way will be a one-way, westbound street that provides vehicular access from 21st Street to 20th Place. Saint John’s Way will also include a commercial loading zone on its south side. Saint John’s Way will be a shared street with bicycles and provide
access from 21st Street to new bicycle parking on the
south campus and to the existing dedicated bicycle lanes on Broadway (via 20th Place). Saint John’s Way is 20 feet curb-to-curb.
• Pedestrians: Pedestrian circulation is provided through new sidewalks on both sides of Saint John’s Way to promote pedestrian circulation through the south campus, including to the new open spaces.

Saint John’s Way is anticipated to be created as part of development on Site S1 as described in Chapter IV, Phasing Plan. c. Minor Modifications
The Community Development Director may approve changes
to the use or location of the new driveways, streets and/ or sidewalks in this Section E.4.3 upon written request by Providence Saint John’s; however the City may not require any of the new driveways, streets and/or sidewalks to be expanded beyond the dimensions of this Plan as shown on Figures III-20 through III-21.
.

FIGURE III-20: 20TH PLACE SECTION
FIGURE 15.3:

Saint John’s Way Section
FIGURE III-21: SAINT JOHN’S WAY SECTION
FIGURE 15.3:

Saint John’s Way Section
Bike Access
Bike Access
2022 45
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
FIGURE 15.9:
21st Street Section (south of Saint John’s Way)
FIGURE III-22: 21ST STREET SECTION (SOUTH OF SAINT JOHN’S WAY) FIGURE 15.8:
21st Street Section (north of Saint John’s Way)
FIGURE 15.8:
21st Street Section (north of Saint John’s Way)
FIGURE III-23: 21ST STREET SECTION (NORTH OF SAINT JOHN’S WAY) E.4.4 Revisions to Existing Public Streets
a. 21st Street
This Phase II Master Plan includes several revisions to 21st Street between Santa Monica Boulevard and Broadway. As
shown previously on Figure III-9, Vehicular Circulation Plan, the northern portion of 21st Street will be vacated and closed to vehicular access, except for emergency vehicles. The vacated area will be used as open space as detailed in Section D, Open Space Standards, of this Chapter.

Figures III-22 - III-23 provide the street section for implementation of various portions of 21st Street.
• 21st Street South of Saint John’s Way
○ Vehicles and Bicycles: After the new Saint John’s Way and the 20th Place streets are opened for vehicular
access, the remaining/southern portion of 21st Street
will become a northbound one-way street up to Saint
John’s Way. This portion of 21st Street will be shared
with bicycles, connecting to the existing dedicated
bicycle lanes on Broadway and providing access to
short-term and long-term bicycle parking. This portion
of 21st Street will primarily be used by residents of and visitors to the existing 21st Street residential buildings and those accessing the S1 site. This portion of 21st
Street will be 30 feet curb-to-curb and include onstreet parking on both sides of the street as shown on Figure III-22. The minimum distance between the
southwest corner of the intersection of 21st Street and Saint John’s Way to the first on-street parking space
on the west side of 21st Street shall be 15 feet to allow sufficient fire access.
○ Pedestrians: The existing sidewalks along this portion of 21st Street will connect to provide access from Santa Monica Boulevard to Broadway as detailed in Section
D.1.2 of this Chapter. This will promote pedestrian
circulation between Broadway, the existing residential
buildings located on the east side of 21st Street, and
the south campus including the new open spaces on
the south campus.
• 21st Street Between Saint John’s Way and its Northern Terminus: After the new Saint John’s Way and the new
20th Place are opened for vehicular access, as depicted on Figure III-23 this segment of the street will also be 30’ curbto-curb. However, the remaining portion of 21st Street north of Saint John’s Way will become a two-way street providing access for the property located at 1427-1433 21st Street to/from Saint John’s Way without on-street parking.
• Vacated Portion of 21st Street (See Figure III-24): After the S4 development is completed, the vacated portion of 21st is intended to be used as open space. As shown on Figure III-24 this segment will be 20’ in width. Only emergency vehicles will be allowed to access the vacated portion of 21st Street.
21st Street will continue in its current configuration until the new Saint John’s Way and 20th Place are created and open for vehicular access. After Saint John’s Way and 20th Place are open, the vacated/northern portion of 21st Street will be in an interim configuration until it is incorporated into the new Saint John’s Square as part of the S4 development. Until Site S4 is developed, the northernmost portion of the vacated area adjacent to Santa Monica Boulevard will be closed to vehicular traffic (except for emergency vehicles) and improved with interim landscape or hardscape that facilitates and encourages use of this area as publicly-accessible open space as described in Section D, Open Space Standards, above and shown on the Phasing Plans in Chapter IV. Until Site S4 is developed the remaining vacated portion of 21st Street between its southern terminus and the existing entrance to surface parking Lot H on the east side of 21s
t Street may continue to provide ingress only
to Lot H, see Chapter IV, Phasing Plan.

Bike Access
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
46 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
FIGURE III-25: SITE 2I DRIVEWAY LOCATION
FIGURE 15.10:

Vacated 21st Street Section
FIGURE III-24: VACATED 21ST STREET SECTION b. 20th Street This Phase II Master Plan includes the potential for modifications to 20th Street between Santa Monica Boulevard and Arizona Avenue. Subject to City review and approval, the vehicle lane configurations on 20th Street between Santa Monica Boulevard and Arizona Avenue may be modified to include a center two-way left-turn lane to accommodate access to/from the new 20th Street Medical Building (2I). The proposed driveway location for Building 2I is provided in Figure III-25. The new driveway would be located at least 20 feet from the Site 2I northern property line (and a minimum of 30 feet from the existing driveway at 1301 20th Street)
Potential options for revisions to 20th Street are illustrated in Figure III-26, Options 1-4. Any modifications will be made as part of the Site 2I development as described in Chapter IV, Phasing Plan, as determined by the City’s transportation engineer. c. Santa Monica Boulevard
This Phase II Master Plan calls for the relocation of the two existing traffic signals located at the ingress and egress to the north campus Mullin Entry Plaza as follows:
• The existing traffic signal located at the intersection of the north campus Mullin Plaza egress driveway/21st Street
and Santa Monica Boulevard will be shifted to the west to align with the new South Campus West Driveway as shown
on Figure III-9, Vehicular Circulation Plan. This will occur during the first to occur of either the 2C development or the S3 development (see Chapter IV, Phasing Plan).
• The existing traffic signal located at the intersection of the 22nd Street/north campus Mullin Plaza ingress driveway
and Santa Monica Boulevard will be shifted to the east to align with the new South Campus East Driveway as shown
on Figure III-9, Vehicular Circulation Plan. This will occur as part of the Site S4 development, when the South Campus
East Driveway is created.
• The new alignment of these intersections and traffic signals as well as enhanced crosswalks to increase pedestrian
safety when crossing Santa Monica Boulevard.
d. Schader Drive
This Master Plan calls for the western terminus of Schader Drive at Providence Saint John’s south campus to be closed for vehicular access and no longer be accessible from the south campus as part of the S4 development. A controlled access mechanism will be added between South Campus East Driveway and Schader Drive to allow emergency vehicle access, see Figure III-9.
e. Minor Modifications
The Community Development Director may approve changes
to the use or location of the new driveways, streets and/ or sidewalks in this Section E.4.4 upon written request by Providence Saint John’s; however the City may not require any of the new driveways, streets and/or sidewalks to be expanded beyond the dimensions of this Plan as shown on Figures III-22 through III-26.
30’ 20’
2022 47
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
FIGURE 16.1: Potential 20th Street Lane Revisions - Option 1 FIGURE 16.2: Potential 20th Street Lane Revisions - Option 2 FIGURE III-26: 20TH STREET LANE REVISION OPTIONS
OPTION 1 OPTION 2 OPTION 3FIGURE 16.3: Potential 20th Street Lane Revisions - Option 3 OPTION 4 FIGURE 16.4: Potential 20th Street Lane Revisions - Option 4 III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
48 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
FIGURE III-27: PHASE II OFF-STREET PARKING LOCATIONS F. VEHICLE PARKING This Phase II Master Plan incorporates a comprehensive, parking strategy that will provide sufficient parking to meet peak parking demand for both Phase I and Phase II.

This Plan takes a holistic approach to planning, designing, and managing vehicle parking. This Plan’s main objectives with respect to parking are: (1) to ensure that sufficient parking is provided on campus to satisfy peak parking demand upon completion of the Phase II Development Program; (2) to ensure that during build-out of the Phase II Development Program Providence Saint John’s continues to satisfy its peak parking demand through a combination of on-site and off-site, owned and leased parking; (3) to right-size the on-site parking that is provided, ensuring that enough spaces are built to satisfy peak parking demand taking into account future changes in mobility during the course of its Phase II implementation; and (4) to support City sustainability goals to reduce single occupancy vehicle trips and increase safety.

F.1 New On-Street
New on-street parking on 20th Place will be provided in accordance with the requirements in Table III-11 and Figure III20 as well as the Third Amendment.

F.2 New On-Site Parking Locations
With the exception of the multi-family housing, all new on-site parking is anticipated to be provided in subterranean garages.

Locations for new subterranean parking correspond with
the Phase II development sites and are shown on Figure III27. Access to on-site parking is also shown on Figure III-27, however, the standards for the driveways providing access to the new subterranean parking locations are provided in Section E, Mobility Plan. The requirements for determining the number of spaces to be provided are outlined in Section F.3 below.

TABLE III-11: NEW ON-STREET PARKING SPACES
Street Parking Spaces
20th Place 8

AS AN ALTERNATIVE TO BELOW-GRADE PARKING
ON S2, PARKING MAY BE PROVIDED NEARBY ON THE
S4/ S5 SITE.

DIRECTION OF STREET LEVEL CIRCULATION

PHASE II AREAS
2022 49
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
F.3 On-Site Parking Capacity
Due to the long-term buildout of this Master Plan, changing technology in transportation and parking, and the need to accommodate Phase I parking, this section identifies site by site requirements for determining parking. During the preparation of this Phase II Master Plan a parking demand study (Benchmark Parking Study) was prepared to analyze existing and future parking demand related to this Master Plan (see Appendix C).

Specifically the Benchmark Parking Study estimates the
parking supply required to satisfy peak parking demand during Phase II implementation taking into account a variety of factors including:
• Parking demand for existing Phase I uses and new Phase II uses as well as construction parking demand,
• Shared parking (i.e. two or more user groups able to use the same parking space(s) without conflict),
• Users visiting multiple uses on a single stay (e.g., campus employees using on-site retail or restaurants), and
• Providence Saint John’s Transportation Demand
Management Plan upon Phase II Implementation (which
includes incentives for ride sharing, car/van pooling, taking public transit, bicycling and walking).

Based on recommendations of the Benchmark Parking Study, parking requirements (i.e. on-site capacity) for each Phase II Development Site shall be determined as follows:

S2. Parking shall be provided for S2 program/uses based upon the City’s parking requirements at the time of filing an Administrative Approval Application. Parking for this site may explore alternatives to subterranean parking
such as tuck-under or tandem spaces for multi-family
housing. Alternatively, a parking demand study may be
submitted for the S2 uses and the required parking for
such uses would then be established by the Community
Development Director as part of the Administrative
Approval determination.

Required parking for the S2 uses may either be provided on-site or nearby on the S4/S5 site (in surface parking Lot H prior to redevelopment of the S4/S5 site and, upon redevelopment, in the S4/S5 subterranean garage).

As required by the Development Agreement’s Phases II
Parking Management Plan, if parking for S2 is provided
in Parking Lot H, Providence Saint John’s must submit a revised Parking Management Plan confirming that peak
parking demand is met in accordance with the DA.
2C. The parking capacity for the 2C site is provided in Table III-11. The range of parking spaces is consistent with the Benchmark Parking Study, which recommends
four levels of subterranean parking on the site and takes into consideration that 2C is the most convenient parking location to serve the north campus Mullin Entry Plaza.
2I. As part of the DRP application for development on
2I, a parking demand study shall be filed addressing
the criteria outlined in Section F.3.1 below. Table III-12 includes the minimum and maximum parking requirement
for the site. Within the specified range, the Community Development Director shall establish the parking required on the 2I site based on the criteria outlined in Section F.3.2 below.

This requirement is consistent with the Benchmark
Parking Study which recommends three to four levels
of subterranean parking on the 2I site. In addition to
meeting the parking demand of the 2I uses, this site can also accommodate parking demand for Phase I as the 2I
site is a convenient location for Keck and CSS employee parking.

S1/S3. If the S1 and S3 developments proceed in the first or second stage of Phase II Master Plan implementation
(see Chapter IV, Phasing Plan), subterranean parking shall be provided on the S1/S3 sites in accordance with Table III-12. This requirement is consistent with the Benchmark Parking Study which recommends, four levels of
subterranean parking on the S1/S3 site and also provides parking for Phase I uses. The location makes it suitable for use by valets (just across Santa Monica Boulevard via signalized intersection) from the Mullin Entry Plaza.

If the S1 and S3 developments proceed in a later stage
of development, then the required parking on the S1/S3
sites shall be established by the Planning Commission
based on a parking demand study in accordance with the
requirements of Sections F.3.1 and F.3.2 below.

Parking on all other Phase II Development Sites. The
parking requirements for site S4, S5 and 2D/E shall be
established by the Planning Commission as part of the
DRP in accordance with Section F.3.1 and F.3.2 below.

F.3.1Parking Study Requirements
If required by Section F.3, a parking demand study shall be filed with the DRP application for each specified Phase II development. The parking demand study shall, at a minimum, include the following information:
a. Projected parking demand for the new Phase II building (if such use exists on the Campus, such parking demand shall be based on parking counts taken no later than four months prior to the filing of the Development Review Permit application), b.Utilization of other on-site parking facilities by both Phase I and then existing Phase II uses based on parking counts taken no later than four months prior to the filing of the DRP application,
c. Leased parking supply and utilization of such supply by both Phase I and then existing Phase II uses (e.g. Saint John’s parking demand that is not satisfied on Phase I or Phase II sites),
d.Utilization of on-street meter parking immediately adjacent to Saint John’s Campus (i.e. west side of 23rd Street between Arizona and Santa Monica Boulevard, south side of Arizona between 23rd and 20th Streets, both sides of 21st Street between Saint John’s Way and Broadway, the west side of 20th Place between Saint John’s Way and Broadway, and
the north side of Broadway between 23rd Street and 20th Street), or other locations determined by the Community Development Director,
e. Proposed implementation plan and schedule for current, new or enhanced TDM measures to offset Saint John’s parking TABLE III-12: ON-SITE PARKING
Site Parking Capacity
North Campus
2C Capacity for 180-195 vehicles
(could be tandem configuration)
2I Capacity for 200-300 vehicles
2D/E To be determined by a future
Parking Demand Study
South Campus
S1 and S3 (one
subterranean garage
supports both sites)
Capacity for 498 vehicles
S2
Per Section F.3 Parking Study
Requirements: either 2022 SMMC
parking ratios or determined by a
future Parking Demand Study
S4 and S5 (one
subterranean garage
supports both sites)
To be determined by a future
Parking Demand Study
NOTES: Parking supply may be shared for both Phase I and Phase II uses. Facilities may be self park or valet. See Section F.3.1 for Parking Study Requirements.
demand. Quantification of the parking demand reduction
associated with the implementation of new or enhanced TDM measures shall be provided, and
f. Must document a methodology for designating valet, visitor and employee spaces.

III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
50 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
F.3.2 Determining Parking Requirements Based on a Demand Study The parking requirements for specified Phase II Development Sites shall be based upon a parking demand study reviewed and approved by the authorized decision making body (i.e.

Planning Commission or the Community Development Director).

The Benchmark Parking Study shall be used as a reference for the criteria upon which to base the parking requirements.

These criteria include:
a. Capacity for the parking demand associated with the
proposed Phase II uses by building will be satisfied either on the applicable Phase II site or in another existing on-site parking facility,
b. The cumulative parking supply on Phase I and Phase II parking sites (then-existing supply and the new proposed Phase II building) will have a 90% or higher utilization, c. Saint John’s then-existing leased parking supply will be reduced upon completion of the applicable Phase II building and parking (leased supply may temporarily increase during construction of Phase II buildings),
d. In order to (a) accommodate the demolition of parking in a future stage of Phase II implementation, (b) accommodate temporary construction parking during a future stage of Phase II implementation, and (c) off-set the parking to be built for such future Phase II building excess parking may be built. For example:

1.If the parking required for a Phase II building would result in a half level of parking, the full parking
level may be built if it can reasonably be used to
offset the parking required for a future Phase II
building.

2.If it is anticipated that the parking demand
estimated for a future Phase II use cannot be fully
provided on such future building site (e.g. 2C or
2D/E), additional parking may be built in an earlier
Phase II building.

This Section F.3 supersedes the off-street vehicle parking requirements included in 2022 SMMC Sections 9.28.020-070,

9.28.020-090, 9.28.120, 9.28.180 and 9.28.190; provided, however that minimum parking dimensions shall comply
with the standards approved by the Community Development Director. The area of any such space shall be exclusive of any driveways, aisles, and maneuvering areas.

F.4 Parking Management Plan Upon Phase
II Implementation
During Phase II implementation, Providence Saint John’s shall maintain, amend as necessary and implement a Parking Management Plan (“PMP”) for Phase I and Phase II in accordance with the Development Agreement and in conjunction with
the Transportation Demand Management Plan, upon Phase
II implementation.

F.5 EV Charging Stations
Electric Vehicle Charging stations will be provided in accordance with 2022 SMMC Section 9.28.160.

F.6 Carpool/Vanpool Parking
Consistent with the Development Agreement, a portion of the new parking spaces required in Section F.3 above shall be designated as preferential parking for carpools/vanpools with the following minimum requirements: parking garages with 50- 99 parking spaces have 1 preferential parking space, parking garages with 100-199 parking spaces have 2 preferential parking spaces, parking garages with 200 parking spaces and greater have 3 preferential parking spaces plus 1 preferential parking space for every 50 spaces. If demand for carpool/ vanpool parking exceeds the amount provided, as indicated by the annual TDM Plan and Phase II Parking Management Plan reports, additional preferential carpool/vanpool parking shall be designated in order to meet the demand.

G. BICYCLE AMENITIES
G.1 Bicycle Parking
Figure III-10, Bicycle Circulation Plan, shows potential locations of both long-term and short-term bicycle parking that will be provided throughout the north and south campuses. The
number of long-term and short-term bicycle parking spaces for Phase II uses shall be provided in accordance with 2022 SMMC Table 9.28.140 (e.g. for hospital uses, 1 short-term space for 4,000 square feet of floor area and 1 long-term space for 3,000 square feet of floor area). For purposes of calculating the bicycle parking and associated shower/locker requirements, the Visitor Accommodations use is considered a hotel use. In accordance with the DA, bicycle racks with capacity for 90 bicycles shall continue to be provided for Phase I in a location (or locations) that is at least as conveniently located as the most convenient automobile spaces, other than those spaces for persons with disabilities, on the north campus.

G.2 Minor Modifications
Given the campus environment and the overall number of
short-term and long-term bicycle parking spaces that will be provided as part of the Phase II Master Plan, the Community Development Director may approve modifications to the
locational and dimensional standards for bicycle parking included in 2022 SMMC Section 9.28.140.

G.3 Showers and Lockers
Showers and clothes lockers for employees will be provided throughout the north and south campuses in accordance with 2022 SMMC 9.28.170(B). The showers and lockers are sited in locations that are convenient for employee use. Access will be controlled to secure use by employees.

H. LOADING
This Phase II Master Plan provides a comprehensive, campuswide plan for Phase II patient, visitor, and materials loading.

Locations for designated loading areas on the new private driveways and streets are shown in Figure III-28. Passenger loading for the south campus is generally provided in the P1 level of the south campus subterranean parking garage.

Figure III-29A provides a conceptual layout for the P1 level of the south campus subterranean parking garage, including the passenger loading area, at full Master Plan implementation.

Figure III-29B provides a conceptual layout for the P1 level of the S1/S3 subterranean garage prior to the S4/S5 portion of the subterranean garage being built. Notwithstanding the conceptual plans, the specific layout of the P1 level (both for the S1/S3 garage and the garage upon full Master Plan implementation) will be reviewed as part of the Development Review Permit process.

Dimensions of the loading areas are specified in Table III-13. As such, the loading standards included in 2022 SMMC Section

9.28.080, including with respect to dimensions, number
of spaces, location, design, and maneuvering areas, shall not apply.

A south campus commercial loading plan (or updated
commercial loading plan) will be reviewed and approved by the Community Development Director, which approval shall not be unreasonably withheld, prior to issuance of a Certificate of Occupancy for the S3 and S4 buildings.
2022 51
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
TABLE III-13: LOADING AREA DIMENSIONS
Phase II Loading Requirements
Site Dimensions and Locations Uses
Site 2I
Two 10’ x 18’ areas located within building on
ground floor Passenger loading for 20th Street Medical Building (2I) [Commercial loading to be determined during DRP] Commercial loading for 20th Street Medical Building (2I) Mullin Plaza 10’ x 90’ within Mullin Plaza driveway
Passenger loading for East Ambulatory & Acute Care
Building (2D/E) & West Ambulatory & Acute Care Building (2C) (in addition to Phase I)
Site S1
10’ x 31’ on south side of Saint John’s Way Commercial loading for Child & Family Development Center (S1)
10’ x 108’ on east side of 20th Place
Passenger loading for Child & Family Development
Center (S1) [Longer-term passenger loading/short- term
parking also available in the S1/S3 garage.]
Site S3
10’ x 30’ located at-grade in the controlled access
area south of the S1/S3 subterranean parking
garage and north of Saint John’s Way
Commercial loading for West Ambulatory Care &
Research Building (S3)
10’ x 30’ located in the S1/S3 subterranean garage. Passenger Loading for West Ambulatory Care & Research Building (S3)1
Site S4
10’ x 30’ on west side of South Campus
East Driveway
Commercial loading for Education & Conference Center
and East Ambulatory Care & Research Building (S4)
Two 10’ x 30’ areas located in the shared South
Campus subterranean garage accessed from
South Campus West Driveway and South Campus
East Driveway
Passenger Loading for West Ambulatory Care & Research
Building (S3) and Education & Conference Center and
East Ambulatory Care & Research Building (S4)
Site S5 10’ x 30’ West side of Service Access Road Commercial loading for Visitor Housing (S5) Phase I Existing Phase I Loading Dock
Commercial loading for West Ambulatory & Acute Care
Building (2C) and East Ambulatory & Acute Care Building (2D/E) (in addition to Phase I)
NOTE:

1. This would be the location for passenger loading in the S1/S3 garage until the S4/S5 subterranean parking garage is completed. Once the S4/S5 garage is completed, the passenger loading for both S3 and S4 is proposed to be provided in the shared subterranean garage.

FIGURE III-28: PROPOSED VEHICULAR LOADING ZONES

PROPOSED LOADING ZONES
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
52 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
FIGURE 21.2: South Campus Level P1 Load
Completion
FIGURE III-29A: SOUTH CAMPUS CONCEPTUAL SUBTERRANEAN LOADING AT FULL MASTER PLAN IMPLEMENTATION FIGURE IIII-29B: SOUTH CAMPUS CONCEPTUAL LEVEL P1 LOADING CONCEPT AT S1/S3 2022 53
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
I. SUSTAINABILITY AND RESILIENCY
Sustainability and resiliency have been incorporated into the planning for this Phase II Master Plan, including with respect to site selection for buildings, location of specific uses in proximity to other uses, prioritization of pedestrian and bicycle circulation in and around and to the Campus Property, and minimizing single-occupancy vehicle use and vehicles circulating around and to the area. Sustainability strategies will be considered early in the design stage of individual Phase II buildings and will vary based on the building’s uses and location. Sustainability strategies and measures to be considered include, but are not limited to, optimizing passive strategies, operable windows, solar photovoltaic panels, solar water heating, green roofs, low-flow fixtures, high-performance building envelopes, energyefficient HVAC and lighting systems, and interior materials with low volatile organic compounds (VOCs). In addition, the Phase II Developments shall be governed by the sustainability requirements below.

I.1 Water Mitigation
Phase II developments shall comply with the water consumption limits and in-lieu fees contained in the DA.

I.2 Urban Runoff
Phase II developments, shall comply with the urban runoff, conservation and sustainable management requirements
contained in the DA.

I.3 Resilient Design
Resilient design has and will continue to be incorporated into the future planning for this Phase II Master Plan based on the critical services provided by Saint John’s to the City of Santa Monica and the need for those vital services to remain operational during catastrophic events. Healthcare centers are comprised of more than just the hospital. To operate they require many support functions which occur outside of the hospital building which is why Saint John’s takes a holistic approach to the development of its resiliency in the Phase II Master Plan.

For healthcare related projects, life safety is a key concern and includes the design of alternative/back-up power systems; fire protection sprinkler and standpipe systems; multi-purpose and emergency lighting systems; HVAC redundant systems for operational stability; water storage on site (fire and potable) and on-site storage for sanitary to ensure continued service. Other resiliency items that may be included in Phase II buildings, as appropriate, include specifying durable and robust materials and construction methods; passive thermal safety and thermal comfort strategies; safer design for extreme weather (location of emergency generators above possible flooding for example) and considerations for wildfire & seismic events.

I.4 Transportation Demand Management
Phase I and Phase II buildings shall be governed by the revised Transportation Demand Management plan contained in the
DA. This Plan seeks to reduce reliance on single-occupancy vehicle use by incentivizing and promoting alternative modes of transportation.

J. WATER AND SEWER INFRASTRUCTURE
Because of the extended vesting period granted to Providence Saint John’s as part of the Development Agreement, and the potential future development that may occur Citywide during the intervening period, Providence Saint John’s will consult with the City Engineer to discuss the timing and content for preparation of an updated water and sewer study(ies) to be reviewed and approved by the City Engineer, unless determined in the City Engineer’s sole and absolute professional judgment to be unnecessary. If a water or sewer study(ies) is required by the City Engineer, Providence Saint John’s will submit the updated water and sewer study(ies) concurrently with its application for a Development Review Permit or Administrative Approval for each Phase II Building.

The updated study(ies) will determine water and sewer demand from the proposed Phase II Building, and any upgrades required to the City’s water and sewer infrastructure to meet the demand from the proposed Phase II Building, based upon then existing conditions.

The City Engineer’s requirements shall be documented as part of off-site improvement policies, standards, and best practices in effect at the time that a proposed development application for a Phase II Building Site is deemed complete. As required by the Development Agreement, Saint John’s shall provide the City with subsurface easements to any 1) areas where new public water or sewer lines may be relocated and 2) any areas which would have to be accessed for maintenance to a Phase II Development Site, subject to required conditions of utility access, as reasonably determined by the City Engineer.

J.1. Water Infrastructure
To inform this Master Plan and accompanying environmental review a preliminary Fire & Domestic Water Study dated
August 2018 was prepared to analyze the proposed Phase
II development, Appendix D. The Study recommended two
options for relocation of water lines impacted by development, see Figure III-30.

As previously noted Saint John’s shall consult the City Engineer regarding improvements, modification, timing, and/or the need for additional studies related to wet infrastructure. Additionally pursuant to the Development Agreement, Saint John’s shall provide the City with easements to any areas where new public water lines are located on Phase II Development Sites.

J.2. Sewer Infrastructure
In processing the Phase II Master Plan, Saint John’s also completed a Sanitary Sewer Study dated April 2019 prepared in connection with the Phase II development, attached as Appendix E. The projected up-sizing and modifications required to accommodate Phase II development are shown on Figure III-31, these preliminary plans are subject to review by the City Engineer.

As previously mentioned Saint John’s shall confirm with the City Engineer regarding improvements, modification, timing, and/or the need for additional studies related to the City’s sewer infrastructure in accordance with the Phase II mitigation measures of the Development Agreement. Pursuant to the
Development Agreement, Saint John’s shall provide the City with easements to areas where new public sewer lines are located on Phase II Development Sites.

K. EMERGENCY VEHICLE ACCESS
K.1 Campus Sites
Implementation of this Master Plan requires circulation improvements related to Emergency and Fire Department
access as detailed throughout Section E, Mobility Plan, of this Chapter.

K.2 Adjacent Property Access
Prior to closure of all or a portion of surface Parking Lot H located immediately south of the existing Geneva Plaza senior housing building, Providence Saint John’s will work with the Santa Monica Fire Department and the property
owner to ensure adequate access to the Geneva Plaza site.

One proposed solution is to install a pedestrian access gate in the concrete masonry wall located parallel to Broadway on the southern boundary of the Geneva Plaza site (assessor parcel number: 4275-007-010). The new pedestrian access gate would be constructed and installed in accordance with the standards required by the Santa Monica Fire Department and would provide fire fighters access to the west and south sides of the building.

III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
54 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
LEGEND:

OPTION 1 WATER LINE ROUTING:

OPTION 2 WATER LINE ROUTING:

PROPOSED OPTION 1 LATERAL:

PROPOSED OPTION 2 LATERAL:

W
NOTE: LOCATION OF EXISTING AND PROPOSED SERVICES ARE
APPROXIMATE LOCATIONS AND ARE SCHEMATIC. PLEASE

CONSULT ASBUILTS AND SURVEY FOR MORE ACCURATE
LOCATION.

WATER SERVICE
OPTION 2 EXPLANATION
Option 2 for the proposed Providence St. John's Campus consists of the removal of the existing 12" ACP water line in the north half of 21st Street to accommodate for the proposed subterranean parking of Building S4. The line will be capped at the extent of the removal. In addition to cutting and capping the existing line, a new water main is proposed between S1 and S3 where it will then turn North along the proposed South Campus West Driveway. The line would connect to the existing main in Santa Monica Blvd. Building S1 and S3 could be serviced by the proposed main in South Campus West Driveway. Buildings S5 and S2 will connect to the existing water main in Broadway. Building S4 will connect to the existing water main in Santa Monica Blvd. The existing residential buildings (not part of PSJ's property) would connect to the remaining water line in the southern portion of 21st Street.

W
OPTION 1 EXPLANATION
Option 1 for the proposed Providence St. John's Campus consists of removing and replacing the existing 12" ACP in 21st street and routing the new water line at the ceiling of the proposed subterranean parking of S4. Buildings S4 and S3 can be serviced by this line or by the line on Santa Monica Blvd. S1 can be serviced by the existing line in 21st Street or the existing line in Broadway. Lateral locations are subject to change.
01-23-2020

W W W W W W W W W
W
W
W
W
W
W

W W W W W W W W W W W W
12" ACP
12" DIP
W
W
W
W
OPTION 2
W
W
W
W
W
8" ACP
OPTION 1: REMOVE
AND REPLACE 12"

ACP WATER LINE

IN PLACE
OPTION 2: REMOVE
12" ACP WATER
LINE
FIGURE III-30: PROPOSED WATER SERVICE PLAN
Note: Location of existing and proposed services are approximate and are schematic. Please consult asbuilts and survey for more accurate location information.

OPTION 1:

Option 1 for the proposed Providence St. John’s Campus consists of removing and replacing the existing 12” ACP in 21st Street and routing the new water line above or on the ceiling of the proposed subterranean parking of S4. Development on S4 and S3 can be potentially serviced by this line or by the line on Santa Monica Blvd. S1 can be potentially serviced by the existing line in 21st Street or the existing line in Broadway Avenue. Lateral locations are subject to change
OPTION 2:

Option 2 for the proposed Providence St. John’s Campus consists of the removal of the existing 12” ACP water line in the north half of 21st Street to accommodate for the proposed subterranean parking of S4. The line will be capped at the extent of the removal.

In addition to cutting and capping the existing line, a new water main is proposed between S1 and S3 where it will then turn north along the proposed South Campus West Driveway. The line would connect to the existing main in Santa Monica Blvd.

S1 and S3 could be serviced by the proposed main in South Campus West Driveway. Buildings S5 and S2 would potentially connect to the existing water main in Broadway Avenue. Building S4 would potentially connect to the existing water main in Santa Monica Blvd.

LEGEND:

OPTION 1 WATER LINE ROUTING:

OPTION 2 WATER LINE ROUTING:

PROPOSED OPTION 1 LATERAL:

PROPOSED OPTION 2 LATERAL:

W
NOTE: LOCATION OF EXISTING AND PROPOSED SERVICES ARE
APPROXIMATE LOCATIONS AND ARE SCHEMATIC. PLEASE

CONSULT ASBUILTS AND SURVEY FOR MORE ACCURATE
LOCATION.

WATER SERVICE

W W W W W W W W W
W
W
W
W
W
W

W W W W W W W W W W W W
12" ACP
12" DIP
OPTION 2 EXPLANATION
Option 2 for the proposed Providence St. John's Campus consists of the removal of the existing 12" ACP water line in the north half of 21st Street to accommodate for the proposed subterranean parking of Building S4. The line will be capped at the extent of the removal. In addition to cutting and capping the existing line, a new water main is proposed between S1 and S3 where it will then turn North along the proposed South Campus West Driveway. The line would connect to the existing main in Santa Monica Blvd. Building S1 and S3 could be serviced by the proposed main in South Campus West Driveway. Buildings S5 and S2 will connect to the existing water main in Broadway Avenue. Building S4 will connect to the existing water main in Santa Monica Blvd. The existing residential buildings (not part of PSJ's property) would connect to the remaining water line in the southern portion of 21st Street.

W
W
W
W
OPTION 2
W
OPTION 1 EXPLANATION
Option 1 for the proposed Providence St. John's Campus consists of removing and replacing the existing 12" ACP in 21st street and routing the new water line at the ceiling of the proposed subterranean parking of S4. Buildings S4 and S3 can be serviced by this line or by the line on Santa Monica Blvd. S1 can be serviced by the existing line in 21st Street or the existing line in Broadway Avenue. Lateral locations are subject to change.

W
W
W
W
W
8" ACP
OPTION 1: REMOVE
AND REPLACE 12"

ACP WATER LINE

IN PLACE
OPTION 2: REMOVE
12" ACP WATER
LINE
03-28-2018
FIGURE 25: Water Service
2022 55
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
onsists of the removal of the existing 18" PVC sewer line in the north half of accommodate for the proposed subterranean parking of Building S4 . The pped at the extent of the removal. To accept the flow from Building S1 and wer line is proposed in the proposed 20th Place and South Campus West e line will connect to an existing Manhole in Santa Monica Blvd, run West Monica Blvd and turn south along the proposed 20th Place to connect to an VCP in Broadway Avenue. The proposed line is essentially parallel to the PVC line in 21st Street. It is believed that if the existing 18" PVC flows at the proposed adjacent parallel line in 20th Place should do the same. n, it may become infeasible to route the sewage from the south most portion 4 to the North to connect to the existing sewer line in Santa Monica Blvd. If the case, a sewer line is proposed to run from the south of S4, along SE connect into the existing sewer main in Broadway. Prior to the issuance of rmit for Buildings S3, S4, and 2C, additional sewer monitoring will be etermine whether additional upgrades are needed. Please see the rastructure Improvements section beginning on page 4.
2020
LEGEND:

G SEWER LINE

ED RELOCATION OF
LINE:

E LATERAL LOCATIONS:

LINE TO BE REMOVED:

E S4 ROUTING:

SS

ATION OF EXISTING AND PROPOSED SERVICES ARE
ATE LOCATIONS AND ARE SCHEMATIC. PLEASE

SBUILTS AND SURVEY FOR MORE ACCURATE
SS
SS

ER SERVICE
SS

SS SS SS SS SS SS SS SS SS SS

SS SS SS SS SS SS SS SS

SS SS SS SS SS SS SS SS SS
18" PVC
12" VCP
SS SS
18" PVC
12" VCP

SS SS SS SS SS

SS SS SS SS SS
18" PVC
21" VCP
12" VCP
SS
SS SS
Potential need to upgrade portion of 12� VCP.

Please see the Proposed Infrastructure
Improvements section beginning on page 4.
21" VCP
FIGURE III-31: PROPOSED SEWER SERVICE PLAN

SS SS SS SS SS SS SS SS SS SS
The project consists of the removal of the existing 18" PVC sewer line in the north half of 21st Street to accommodate for the proposed subterranean parking of Building S4 . The line will be capped at the extent of the removal. To accept the flow from Building S1 and S3 a new sewer line is proposed in the proposed 20th Place and South Campus West Driveway. The line will connect to an existing Manhole in Santa Monica Blvd, run West along Santa Monica Blvd and turn south along the proposed 20th Place to connect to an existing 12" VCP in Broadway Avenue. The proposed line is essentially parallel to the existing 18" PVC line in 21st Street. It is believed that if the existing 18" PVC flows adequately that the proposed adjacent parallel line in 20th Place should do the same.

During design, it may become infeasible to route the sewage from the south most portion of Building S4 to the North to connect to the existing sewer line in Santa Monica Blvd. If this becomes the case, a sewer line is proposed to run from the south of S4, along SE Driveway and connect into the existing sewer main in Broadway. Prior to the issuance of a building permit for Buildings S3, S4, and 2C, additional sewer monitoring will be required to determine whether additional upgrades are needed. Please see the Proposed Infrastructure Improvements section beginning on page 4 04-2019
LEGEND:

EXISTING SEWER LINE

PROPOSED RELOCATION OF
SEWER LINE:

POSSIBLE LATERAL LOCATIONS:

SEWER LINE TO BE REMOVED:

POSSIBLE S4 ROUTING:

SS
NOTE: LOCATION OF EXISTING AND PROPOSED SERVICES ARE
APPROXIMATE LOCATIONS AND ARE SCHEMATIC. PLEASE

CONSULT ASBUILTS AND SURVEY FOR MORE ACCURATE
LOCATION.

SS
SS

SEWER SERVICE

SS SS SS SS SS SS SS SS

SS SS SS SS SS SS SS SS SS
18" PVC
12" VCP
SS SS
18" PVC
12" VCP

SS SS SS SS SS

SS SS SS SS SS
18" PVC
21" VCP
12" VCP
SS
SS
SS
SS
21" VCP Potential need to upgrade portion of 12” VCP.

Please see the Proposed Infrastructure
Improvements section beginning on page 4.

FIGURE 26: Sewer Service
of the SJ Phase II
Sewer Study.

NOTES:

Location of existing and proposed services are approximate and are schematic.

Please consult asbuilts and survey for more accurate location information.

Implementation of the Master Plan will require the removal of the existing 18” PVC sewer line in the north half of 21st Street to accommodate for the proposed subterranean parking of a building on S4. The line will be capped at the extent of the removal. To accept the flow from development of S1 and S3 a new sewer line is proposed in the proposed 20th Place and South Campus West Driveway. The line will connect to an existing Manhole in Santa Monica Blvd, run west along Santa Monica Blvd and turn south along the proposed 20th Place to connect to an existing 12” PVC in Broadway Avenue. The proposed line would be parallel to the existing 18” PVC line in 21st Street.

During design, it may become infeasible to route the sewage from the south most portion of site S4 to the north to connect to the existing sewer line in Santa Monica Blvd. If this becomes the case, a private sewer laterial is proposed to run from the south portion of S4, along SE Driveway and connect into the existing sewer main in Broadway. Prior to the issuance of a building permit for S3, S4, and 2C, additional sewer monitoring will be required to determine whether additional upgrades are needed.

See also Appendix E, Phase II Sewer Study.

Potential need to upgrade portion of 12” VCP
Please see the Proposed Infrastructure improvements section beginning on page 4 of Appendix E.
(PRIVATE)
III. DEVELOPMENT STANDARDS, PROGRAM AND DESIGN
56 PROVIDENCE SAINT JOHN’S PHASE II MASTER PLAN
This page intentionally blank.

Exhibit “R-1”

EXHIBIT “R-1”

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

1. Community Benefits Program.

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

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

1.1.2 Homelessness Services & Services to Other Vulnerable Populations.

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

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

TABLE 1.1.2

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

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

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

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

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

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

1.1.3 2022 Community Benefits Program.

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

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

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

2. Saint John’s Child Care Program.

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

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

2.1.1 Phase I Program Capacity.

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

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

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

2.1.2 Phase I Program Operations.

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

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

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

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

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

2.1.3 Phase I Enrollment Priorities.

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

2.1.4 Phase I Community Access and Affordability.

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

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

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

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

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

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

2.2 Phase II Expanded Child Care Program.

Exhibit “R-1”

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

2.2.5 of Exhibit “R-1” below.

2.2.1 Phase II Expanded Program Operations.

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

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

2.2.1(c) The first priority for ten percent (10%) of the additional childcare spaces shall be children of Santa Monica residents that are not children of Saint John’s employees. For the remaining childcare spaces, enrollment priorities shall be established in accordance with Section 2.1.3 of this Exhibit “R-1” except to the extent that any part-time childcare spaces are provided. For any part-time childcare spaces, enrollment priority shall be established in the following order for each available space: 1) children of Saint John’s employees, 2) children of Santa Monica residents, and 3) children of those working in Santa Monica.

2.2.2 Phase II Service Expansion.

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

2.2.3 Phase II Community Access and Affordability.

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

2.2.3(b) Saint John’s Phase II childcare program shall include a fee/scholarship structure targeting those in need of assistance to access quality childcare that Exhibit “R-1”

provides access by lower-income employees and lower-income Santa Monica residents with a first priority for lower-income Santa Monica residents.

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

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

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

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

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

2.2.4(c) Classroom Types. The Phase I and Phase II childcare program shall include a total of (3) classrooms for infants/toddlers and two (2) classrooms for preschool age children. Notwithstanding the foregoing, all classrooms in the new facility on Phase II Site S1 will be flexible to meet the childcare programming needs and be available for other uses Exhibit “R-1”

(indoor playroom, multi-purpose room, etc.). The flexibility is needed to address potential changes in childcare demand for any age group.

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

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

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

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

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

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

such monies into a separate restricted account to be used exclusively for the early childhood initiatives as described above through guidelines to be established by the City.

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

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

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

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

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

2.3.2 Program Changes.

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

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

2.3.2(c) The City’s Community Development Director, or his/her designee, shall review and approve, at his/her reasonable discretion, proposed program changes Exhibit “R-1”

based on the following criteria: 1) the proposal will address an unmet child care need for Saint John’s employees and/or Santa Monica residents, 2) the proposal does not result in a gap in child care services for infants and toddlers in the community, 3) the proposal does not supplant currently utilized community child care resources, 4) the proposal will not result in disruption to those currently being served, and 5) the proposal meets the required level of service as specified in the Development Agreement.

3. Phase II Additional Community Benefits.

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

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

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

3.1.1(b) Saint John’s shall pay the additional sum of Five Million Dollars ($5,000,000) to the City upon the earlier of: (a) one-hundred (100) days after the effective date of the final City approval (including any reconsideration, appeal, or remand) of the Development Review Permit for the first Phase II Building (excluding the Phase II Multifamily Housing building (S2)), or (b) five (5) years after the Third Amendment Effective Date.

Notwithstanding the foregoing, if this additional sum is not paid within three (3) years after the Third Amendment Effective Date, this sum shall be adjusted commencing January 1, 2025 and annually thereafter by one and a half percent (1.5%). Notwithstanding Third Amendment Section 2.13, upon submittal of a complete Development Review Permit application for the first Phase II Building (excluding the Phase II Multifamily Housing building (S2)), the City shall bring such application forward for a Planning Commission public hearing within one-hundred twenty (120) days of the receipt of a complete application.

3.1.2 Collaboration Regarding Use of Funds.

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

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

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

3.2 Child and Family Development Center Child Youth Development Project.

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

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

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

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

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

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

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

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

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

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

Exhibit “R-1”

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

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

3.3.1(a) Saint John’s will make such space available twelve (12) times per year for groups of up to 30 people, subject to availability. Reservations must occur a minimum of 72 hours prior to a proposed use of space. Special larger capacity events including at the fixed seat auditorium will be considered based on available space.

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

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

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

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

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

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

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

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

Exhibit “R-1”

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

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

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

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

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

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

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

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

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

4. Neighborhood Protection Provisions.

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

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

4.3 Ombudsperson.

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

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

Exhibit “R-1”

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

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

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

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

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

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

4.7 This Section 4 shall remain applicable through the Term.

5. Phase II South Campus Affordable Housing

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

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

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

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

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

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

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

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

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

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

Exhibit “R-1”

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

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

5.6 This Section 5 shall remain applicable through the Term.

6. Internship/Nurse Residency Program.

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

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

6.3 This Section 6 shall remain applicable through the Term.

Exhibit “R-1”

7. Equal Opportunity Subcontracting.

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

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

7.3 This Section 7 shall remain applicable through the Term.

Exhibit “R-2”

EXHIBIT R-2

TRANSPORTATION DEMAND MANAGEMENT PLAN

UPON PHASE II IMPLEMENTATION

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

2.0 Performance Standard.

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

2.4(b) of this TDM Plan.

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

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

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

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

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

9.53.140(E).

3.0 TDM Plan Physical Elements.

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

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

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

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

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

4.0 TDM Plan Programmatic Elements.

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

Exhibit “R-2”

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

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

Exhibit “R-2”

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

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

Exhibit “R-2”

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

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

Exhibit “R-2”

5.0 Lessees and Subleases.

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

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

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

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

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

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

Exhibit “R-3”

EXHIBIT “R-3”

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

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

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

Exhibit “R-3”

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

Exhibit “R-4”

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

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

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

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

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

Exhibit “R-4”

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

Exhibit “R-5”

EXHIBIT “R-5”

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

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit “R-6”

EXHIBIT “R-6”

LOCAL HIRING AS TO PERMANENT EMPLOYEES

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

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

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

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

Exhibit “R-6”

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

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

4. Priority for Targeted Job Applicants. Subject to Section 7 below in this Exhibit “R-6,” the Local Hiring Policy providesthat the Targeted Job Applicants shall be considered for each On-Site Neighborhood Commercial Job in the following order of priority:
a. First Priority: Any resident of a household with no greater than 80% Median Income that resides within the low and Moderate Income Areas identified in Map 2-7 of the City of Santa Monica’s Adopted 6th Cycle 2021-2029 Housing Element or any resident who resides in Santa Monica’s 90404 zip code (Pico Neighborhood);
b. Second Priority: Any resident of a household with no greater than80% Median Income that resides within the City; and
c. Third Priority: Any resident of a household with no greater than 80% Median Income that resides within a five (5) mile radius of the project site.

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

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

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

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

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

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

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

Exhibit “R-6”

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

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

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

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

Exhibit “S”

EXHIBIT “S”

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

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

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

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

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

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

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

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

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

Exhibit “S”

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit “S”

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

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

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

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

The Plan shall include the following at a minimum:

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

Exhibit “S”

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

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

Exhibit “S”

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

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

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

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

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

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

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

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

Exhibit “S”

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

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit “S”

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

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

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

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

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

Exhibit “S”

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit “S”

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

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

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

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

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

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

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

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

Exhibit “S”

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

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

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

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

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

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

Exhibit “T”

EXHIBIT “T”

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

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

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

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

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

Exhibit “T”

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

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

THEREFORE, the parties agree as follows:

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

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

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

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

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

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

EXHIBIT “U”

PHASE II PARKING MANAGEMENT PLAN

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

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

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

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

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

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

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

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

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

Exhibit “U”

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

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

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

Exhibit “U”

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

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

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

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

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

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

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

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

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

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