Loading...
O2364CA:flatty\muni\laws\barry\Saint John's DA Ordinance 07-12-11 City Couricil Meeting 07-12-11 Santa Monica, California ORDINANCE NUMBER 2364 (CCS) (City Council Series) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA APPROVING THE FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA MONICA, A MUNICIPAL CORPORATION AND SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC, A KANSAS NON-PROFIT CORPORATION, AS SOLE CORPORATE MEMBER OF SAINT JOHN'S HOSPITAL AND HEALTH CENTER, A CALIFORNIA NON-PROFIT CORPORATION WHEREAS, on or about June 9, 1998, Saint John's and the City entered into a Development Agreement, recorded in the Official Records of the County of Los Angeles, State of California on July 29, 1998 as Instrument No. 98-1311808 (the "Development Agreement"), pertaining to the construction of certain improvements on certain real property owned by Saint John's in the City; and WHEREAS, on September 20, 2007, Saint John's filed an application to amend the Development Agreement ("First Amendment"); and WHEREAS, the FirstAmendmenttothe Development Agreement would in-lieu of constructing an on-site parking structure and the Entry Plaza as proposed by the Development Agreement, authorize a modified Entry Plaza and parking program to ensure that the peak parking demand of Saint John Health Center's various-user groups is met and to ensure that parking that is functionally equivalent to the previously-approved North Subterranean Parking Garage is provided; and WHEREAS, the modified parking program would consist of the following key components: [1 ]approximately 1,540 parking spaces on Saint John's property and at leased, off-site facilities; [2] provide afull-service parking valet at the hospital's main entrance on Santa Monica Boulevard for visitors, patients, and physicians; [3) provide a modified Entry Plaza at the hospital's main entrance on Santa Monica Boulevard; and [4] implement a new Transportation Demand Management Program to reduce vehicle trips to the facility, among other modifications; and WHEREAS, the FirstAmendment to the Development Agreement isconsistent with the General Plan, as summarized below, and as detailed in the accompanying City Couhcil staff report prepared for this proposed project and the exhibits thereto, including, but not limited to: "Accommodate the continued operation and planned responsible expansion of Saint John's and SM-UCLA, and associated medical office uses." (LUCE Healthcare District Policy 28.1, p. 2.6-49). "Allow for the continued improvement of the Healthcare District and ongoing responsible expansion of the Saint John's Health Center and Santa Monica- UCLA Medical Center." (LUCE Healthcare District Goal D28, p. 2.6-49). 2 "Utilize parking and TDM Districts to facilitate efficient use of parking resources, shared and reduced parking opportunities, and trip reduction goals." (LUCE Citywide Land Use Policy LU4.8, p. 2.1-14). "Consider allowing developers to meet their minimum parking requirements via shared parking between uses, payment of in-lieu fees, or off-site parking within a reasonable walking distance." (LUCE Circulation Policy T26.7, p. 4.0-73). "If the owners and operators of properties can demonstrate that they have more parking than is actually necessary to meet the needs of their various users (employees, visitors, etc.), consider developing parking efficiency strategies that include leasing their surplus parking to help alleviate parking shortages and avoid development of unnecessary parking." (LUCE Circulation Policy T26.11, p. 4.0-73) "Impose appropriate Transportation Demand Management (TDM) requirements for new development." (LUCE Circulation Policy T19.2, p. 4.0- 63). "Create incentives for existing employers, institutions and residential neighborhoods to reduce theirvehicle trips." (LUCE Circulation Policy T19.3, p. 4.0-63). 3 "Encourage a Transportation Demand Management District at the district level to create and manage TDM programs to reduce vehicle trips for employees, patients, and visitors to and within the district." (LUCE Healthcare District Policy D29.6, p. 2.6-50). "Encourage the development of a comfortable, landscaped pedestrian environment including plazas and usable landscaped open spaces with all major renovations to hospital facilities." (LUCE Healthcare District Policy, D28.9, p.2.6-49). Support the continued vitality of the City's hospitals to meet the healthcare needs of the City and larger region, and implement strategies to reduce vehicle trips." (LUCE Citywide Goal LU7, p.2.1-15). NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. The First Amendment to the Development Agreement attached hereto as Exhibit 1 and incorporated herein by reference between the City of Santa Monica, a municipal corporation, and the Sisters of Charity of Leavenworth Health System, Inc., a Kansas non-profit corporation, as sole member of Saint John's Hospital and Health Center, a California non-profit corporation is hereby approved. The City Manager is authorized to execute the attached First Amendment to the Development Agreement. a SECTION 2. Each and every term and condition of the FirstAmendmentto the Development Agreement approved in Section 1 of this Ordinance shall be and is made a part of the Santa Monica Municipal Code and any appendices thereto. The City Council of the City of Santa Monica finds that public necessity, public convenience, and general welfare require that any provision of the Santa Monica Municipal Code or appendices thereto inconsistent with the provisions of this Development Agreement, to the extent of such inconsistencies and no further, be repealed or modified to that extent necessary to make fully effective the provisions of this Development Agreement. SECTION 3. Any provision ofthe Santa Monica Municipal Code orappendices thereto, inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, are hereby repealed or modified to that extent necessary to effect the provisions of this Ordinance. SECTION 4. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of any competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance, and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional. 5 SECTION 5. The Mayor shall sign and the City Clerk shall attest to the passage of this Ordinance. The City Clerk shall cause the same to be published once in the official newspaper within 15 days after its adoption. This Ordinance shall be effective 30 days from its adoption. APPROVED AS TO FORM: `~~ ~ MARSHA J S MOUTRIE ~ City Attorney s EXHIBIT 1 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT Recordine Requested Bv: City of Santa Monica When Recorded Mail To: City of Santa Monica City Planning Division 1685 Main Street, Room 212 Santa Monica, CA 90401 Attention: Senior Land Use Attorney Space Above Line For Recorders Use No Recording Fee Required Government Code Section 27383 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA MONICA, a public body, corporate and politic and SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC., a Kansas non-profit corporation, as sole member of SAINT JOHN'S HOSPITAL AND HEALTH CENTER, a California non-profit corporation FIRST AMENDMENT TO DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT ("First Amendment"), dated for reference purposes , 2011, is entered into by and between SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC, a Kansas non-profit corporation, as sole corporate member of SAINT JOHN'S HOSPITAL AND HEALTH CENTER, a Califomianon-profit corporation (``Saint John's"), and THE CITY OF SANTA MONICA, a municipal corporation organized and existing pursuant to the laws of the State of California and the Charter of the City of Santa Monica ("C~"), with reference to the following facts: The Development Agreement A. Saint John's and City entered into that certain Development Agreement dated June 9, 1998 and recorded in the Official Records of the County of Los Angeles, State of Califomia on July 29, 1998 as Instrument No. 98-1311808 (the "Development Agreement") pertaining to the construction of certain improvements referred to therein as the "Project" on certain real property owned by Saint John's in the City of Santa Monicareferred to therein as the ``Campus Property." (All capitalized terms not defined in this First Amendment shall have the meanings given those terms in the Development Agreement.) B. Pursuant to the Development Agreement, the Project is to be developed in two phases, with Phase One being developed entirely on the North Campus (i.e. north of Santa Monica Boulevard) and Phase Two on a portion of the North Campus and on the South Campus (i.e. south of Santa Monica Boulevard). C. Phase One of the Project is to be developed in four stages described in Section 2.4 of the Development Agreement as the "preliminary stage," the "first stage," the "second stage," and the "third stage." Saint John's has completed the preliminary stage, the first stage, the second stage, and portions of the third stage. D. On October 24, 2007, the City's Director of Planning and Community Development ("Planning Director") approved an extension of the deadline to complete construction of the second stage of Phase One, which consists primarily of construction of the D&T Center, until July 9, 2010. The D&T Center's construction was completed in August 2009 and occupied in January 2010 in accordance with the above-referenced extension. E. Since completion of the D&T Center, Saint John's has proceeded with demolition of the East Wing, West Wing, South Wing, Existing Plant, the MRI Facility, and the Temporary Connection in accordance with Section 2.4.4(a) and (b) of the Development Agreement. Demolition of these facilities is now complete. F. The post-demolition work consisting of backfilling of the Entry Plaza site and removal of the temporary shoring seismic south wall has been completed. The Entry Plaza and the North Subterranean Parking Structure have not yet been constructed. G. Since 1998, Saint John's has prepared and implemented City-approved interim parking plans to ensure that Saint John's has sufficient pazking for its various user groups (including employees, patients, visitors, students, and construction workers) in compliance with that Pazagraph 42 of Exhibit "K" to the Development Agreement which is under the heading "PHASE ONE MITIGATIONS AND STANDARD CONDITIONS". Since 2004, the interim parking plans have included the leasing of parking spaces in the development now commonly known as Yahoo! Center. Saint John's is currently implementing the Step Two Construction Period Parking Plan prepared by Kaku Associates in June 2006 (the "Interim Parkin¢ Plan"). The Interim Parking Plan, which was approved by the City on June 3Q 2006, addresses the parking needs of Saint John's various user groups. The Interim Parking Plan includes both owned and leased parking resources. The Interim Parking Plan and its predecessor plans have successfully met Saint John's parking needs on an interim basis during Phase One construction. H. Section 2.3.4(a) of the Development Agreement establishes the Phase One Vesting Deadline often (10) years following the Effective Date of the Development Agreement. Saint John's and the City agree that, until extended by this First Amendment, the Phase One Vesting Deadline was July 9, 2008. The LUCE I. The City's new Land Use and Circulation Element ("LUCE") of its General Plan was adopted in July 2010. The LUCE's new approach to pazking is reflected in the following LUCE policies: (1) "Utilize parking and TDM Districts to facilitate efficient use of parking resources, shared and reduced parking opportunities, and trip reduction goals." (LUCE Citywide Land Use Policy LU4.8, p. 2.1-14) (2) "The City plans to encourage parking efficiency strategies such as shared parking (including sharing of existing parking), lowered parking requirements, and parking pricing to reduce the demand for parking. Reducing parking demand can also encourage alternatives to auto travel, promoting apedestrian-friendly urban landscape by reducing the amount of urban space dedicated to parking." (LUCE Sustainability and Climate Change p. 3.1- 10) (3) "Employees should not be encouraged to park in prime customer spaces or in residential neighborhoods. Instead, each commercial area should have a tailored employee parking strategy, taking advantage ofless-utilized facilities." (LUCE Circulation p. 4.0-70) (4) "Adjust parking requirements for projects when it can be demonstrated that a lower parking demand is appropriate." (LUCE Circulation Policy T26.4, p. 4.0-73) (5) "Consider allowing developers to meet their minimum parking requirements via shared parking between uses, payment of in-lieu fees, or off-site parking within a reasonable walking distance." (LUCE Circulation Policy T26.7, p. 4.0-73) (6) "If the owners and operators of properties can demonstrate that they have more parking than is actually necessary to meet the needs of their various users (employees, visitors, etc.), consider developing parking efficiency strategies that include leasing their surplus parking to help alleviate parking shortages and avoid development of unnecessary parking." (LUCE Circulation Policy T26.11, p. 4.0-73) J. The LUCE's new approach to parking is also reflected in the following parking policies specifically for the City's Healthcare District in which the Saint John's campus is located: (1) "Encourage a comprehensive parking district approach in order to determine parking needs on a district-wide basis rather than aproject-by-project basis to take advantage of the potential to share parking (including sharing of existing parking) and reduce the total parking requirement: ' (LUCE Healthcare Policy D29.1, p. 2.6-50) (2) "A shared parking program (including the sharing of existing surplus parking with neighboring uses), along with a Transportation Demand Management program are detailed in the updated Hospital Area Specific Plan to ensure substantial reduction in automobile trips: ' (LUCE Land Use Policy And Designations p. 2.1-54) (3) "A key component is the development of a comprehensive parking program to identify shared parking strategies, such as allowing and encouraging properties with existing surplus parking to lease excess parking to neighboring uses." (LUCE Healthcare p. 2.6- 48) K. The LUCE indicates that the existing Hospital Area Specific Plan ("HASP") will be updated to reflect the LUCE's policies, including those discussing shared parking programs and transportation demand management. Saint John's Development Agreement Amendment Application L. On September 20, 2007, Saint John's filed with the City an application to amend its Development Agreement with the City pursuant to Section 9.48.020 of the Santa Monica Municipal Code. Saint John's subsequently amended this application ("DA Amendment Application"). M. Saint John's has entered into a Parking License Agreement dated June 10, 2011with Standard Parking Corporation IL, a Delaware corporation (the ``Yahoo! Center Parkine Lease") under which Saint John's has the right to use up to 450 parking spaces in the subterranean parking garage constituting a portion of the development commonly known as "Yahoo! Center" (the "Yahoo! Center Parking Garage"). The Yahoo! Center Parking Lease has a term often (10) years ending on June 10, 2021 subject to certain cancellation rights in favor of the parties, as set forth therein. The Yahoo! Center Parking Lease also provides that it will automatically become void and be of no further force or effect if the City fails, by December 31, 2011, to approve a pending amendment to the Development Agreement applicable to Yahoo! Center, or an equivalent to such amendment, under which the owner of Yahoo! Center is given the right to lease spaces in the Yahoo! Center Parking Gazage to users who are not occupying space in Yahoo! Center. N. Saint John's DA Amendment Application proposes, among other things, the following changes to the Development Agreement: (1) Extend the Phase One Vesting Deadline to December 31, 2012 to allow for the orderly completion of the Entry Plaza, Pedestrian Link, and the North Lawn and revise the description of the Entry Plaza as set forth in Article 5 of this First Amendment. (2) Supersede provisions in the Development Agreement relating to pazking for Phase One, including construction of the North Subterranean Parking Garage. (3) Ensure that Saint John's will continue to provide sufficient parking to meet peak pazking demand for its various user groups, determined by Walker Pazking Consultants in a report dated February 20, 2009 (the "Walker Study"), to be 1,196 upon completion of the D&T Center and 1,306 in 2013, by maintaining and implementing a Parking Management Plan ("PMP") that will be subject to ongoing City review and approval and, if necessary, by constructing the North Subterranean Parking Gazage as set forth in Section 2.2(b)(5) hereof. (4) Require Saint John's to maintain and implement a transportation demand management plan ("TDM Plan") to reduce automobile trips to and from the Saint John's campus, thus reducing the pazking demand associated with such trips. Benefits of the First Amendment to Development Agreement O. It is in the best interests of both the City and Saint John's to extend the vesting deadline and modify provisions in the Development Agreement relating to Phase One parking, including construction of the North Subterranean Parking Structure, in order to facilitate anarea- wide approach to Saint John's parking as envisioned in the LUCE and to provide an opportunity to coordinate Saint John's parking for Phases One and Two. Such a coordinated approach is currently prevented by the Development Agreement, which effectively contemplates three sepazate Saint John's parking structures along the north side of Santa Monica Boulevard, including the North Subterranean Parking Structure and parking structures in Areas 2C and 2D/2E, as identified in the Development Agreement, each with its own vehicular ingress and egress. P. The City and Saint John's agree that modifying provisions in the Development Agreement relating to Phase One pazking will also allow the City and Saint John's an opportunity and sufficient time to explore an azea-wide approach to pazking in the City's Healthcare District as part of the HASP update process as envisioned in the LUCE. Q. Based upon a study of Saint John's parking supply reflected in the Current Parking Management Plan attached hereto as Exhibit "L" (the "Current PMP") and demand reflected in the Walker Study, the City and Saint John's agree that Saint John's will be able to continue providing sufficient parking for its various user groups (including doctors, employees, patients, visitors and others) in the foreseeable future through a combination of facilities owned by Saint John's and leased by Saint John's, including the Yahoo! Center Parking Lease, without building the North Subterranean Parking Structure. Saint John's practice of relying upon existing underutilized parking resources, rather than constructing additional parking, is encouraged by the LUCE's sustainability and shared parking policies. R. As further set forth in Section 2 below, this First Amendment ensures that Saint John's will continue providing sufficient parking to meet its parking needs by (i) providing a functional equivalent of the North Subterranean Parking Structure through the Yahoo! Center Parking Lease, (ii) requiring Saint John's to file an annual Parking Management Plan report with the City demonstrating that Saint John's continues to have sufficient parking for its various user groups, (iii) requiring Saint John's to modify its PMP to the extent necessary to remedy any parking deficiencies, (iv) authorizing the City to require changes to Saint John's parking supply and operations in the event the City reasonably deterrnines that Saint John's parking is insufficient to meet Saint John's parking needs, and (v) authorizing the City to compel Saint John's to construct the North Subterranean Parking Structure under the terms and conditions set forth in this First Amendment. S. As provided in Section 4 of this First Amendment, Saint John's will maintain and implement a TDM Plan to reduce automobile trips to and from the Saint John's campus, thus reducing the parking demand associated with such trips. Development Agreement Amendment HearinE Process T. The City's Planning Commission held a duly noticed public hearing on June 15, 2011 with respect to this First Amendment and recommended approval of this First Amendment subject to certain modifications. U. On June 28, 2011, the City Council of the City of Santa Monica held a duly noticed public hearing on this First Amendment. Following completion of the hearing, the City Council took the following actions: (1) Approved the Addendum to Saint John's Final Environmental Impact Report as meeting the requirements of the California Environmental Quality Act. (2) Introduced for first reading Ordinance No. (CCS) approving this First Amendment and authorizing its execution by the City Manager. V On July 12, 2011, the Council adopted on second reading Ordinance No. (CCS). W. In taking such action, the City Council has (a) specifically considered and approved the impacts and benefits of the First Amendment and has concluded that this First Amendment is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and appropriately promotes the goals, objectives and policies of the General Plan including the LUCE, (b) determined that the City has complied with all procedures required by the Development Agreement Statutes with respect to this First Amendment, and (c) duly authorized the City to enter into and perform its obligations under this First Amendment. NOW THEREFORE, in consideration of the foregoing and the covenants and conditions hereinafter set forth, the City and Saint John's hereby agree as follows: 1. Revised Phase One Vesting Deadline. Except as otherwise provided in Section 2 herein with respect to Phase One parking, the Phase One Vesting Deadline, to the extent it relates to the third stage of Phase One, is hereby extended to December 31, 2012 ("Revised Phase One Vestin¢ Deadline"). For any portion of such third stage that is under construction upon expiration of the Revised Phase One Vesting Deadline, the Planning Director may, in his or her sole and absolute discretion, grant one or more extensions of the Revised Phase One Vesting Deadline for up to a maximum of two (2) additional years for completion of construction of such portion upon a showing of good cause by Saint John's and upon such terms and conditions as the Planning Director deems appropriate, provided Saint John's requests such an extension in writing prior to the Revised Phase One Vesting Deadline. 2. Phase One Parking. 2.1 Modification of Development Agreement. All provisions in the Development Agreement set forth in Section 2.9.1 relating to the North Subterranean Parking Structure, are superseded by this First Amendment and the rights and obligations of Saint John's with respect thereto shall be governed by this First Amendment, anything to the contrary in the Development Agreement notwithstanding. Saint John's shall have no obligation to construct the North Subterranean Parking Garage, or any other underground parking as a part of Phase One, except as set forth in this Section 2. 2.2 Parking Management Plan. The purpose of the PMP, as required in this First Amendment, is to ensure that Saint John's continues throughout the term of the Development Agreement to provide sufficient parking to meet the peak parking demands of its various user groups, and to ensure that Saint John's provides parking which is functionally equivalent to the North Subterranean Parking Structure. The PMP is also intended to facilitate a collaborative effort by Saint John's and the City to develop along-term Saint John's parking plan that furthers the LUCE's approach to parking by developing and implementing area-wide parking solutions, utilizing shared parking, and relying on transportation demand management as a means of reducing Saint John's parking demand. Except as provided in Section 2.2(b)(6) of this First Amendment, this Section 2 shall continue in effect for the term of the Development Agreement. - (a) Current Parking Management Plan. Saint John's shall continue to maintain and implement the Current PMP which is attached hereto as Exhibit "L", subject to the PMP's modification under Section 2.2(b) of this First Amendment. The City and Saint John's agree that the Yahoo! Center Parking Lease constitutes the functional equivalent of the North Subterranean Parking Structure during the period that the Yahoo! Center Parking Lease remains in effect and that the PMP includes the following parking locations and spaces not contemplated to remain in the Development Agreement: existing Lot C (58 spaces with valet operation); and the Entry Plaza upon completion and an adjacent surface lot referred to in the PMP as the "West Lot" (approximately 80 spaces). (b) PMP Review Process and Key Components of Plan. (1) Annual PMP Report. On or before February 28 of each year, commencing with 2012, Saint John's shall file a PMP report with the Planning Director. The PMP report shall contain the following information current as of December 31 of the prior year: (i) 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; (ii) Copies of all new parking leases or modifications to existing parking leases entered into since the most recent PMP report and an update on the status of the Yahoo! Center Parking Lease; (iii) Parking demand based upon updated population counts in each of its user groups; (iv), Tables setting forth parking demand and parking supply data for each user group; (v) A discussion of overall parking conditions and any deficiencies, and measures Saint John's intends to implement to address these deficiencies; (vi) Any changes Saint John's proposes to its PMP plan; and (vii) A copy of Saint John's most recent PMP. Saint John's annual PMP report shall be processed in accordance with Section 2.2(b)(4) of this First Amendment. (2) Material Reduction In Saint John's Parking Supply. (i) In addition to Saint John's obligation to file its annual PMP report, Saint John's shall also (A) provide the City, within fifteen (15) business days of receipt, a copy of any notice received from the Parking Operator under the Yahoo! Centei Parking Lease (or the other party to any lease for any other facility which is functionally equivalent to the Yahoo! Center Parking Lease) pursuant to which the number of parking spaces available to Saint John's or to any lessee or licensee which is not otherwise a tenant in any of the Yahoo! Center buildings (or such other facility) will be reduced or the Yahoo! Center Parking Lease (or such functionally equivalent lease) will be terminated; (B) provide the City with a copy of any notice given by Saint John's under the Yahoo! Center Parking Lease (or other functionally equivalent lease) of any election by Saint John's to reduce the number of parking spaces leased thereunder or terminate such lease, such copy to be provided to the City concurrently with the sending of such notice to the other party; (C) file a PMP report with the City in the event Saint John's aggregate parking supply has been reduced, or will be reduced, below the parking demand set forth on Saint John's most recent annual PMP report for any reason, including those set forth in subsections (A) and (B) above. Such a PMP report shall be filed by Saint John's (x) within thirty (30) days of receiving a notice described in subsection (A) above, (y) concurrently with the notice referred to in subsection (B) above, or (z) thirty (30) days of otherwise learning that a reduction in its parking supply has occurred or will occur; and (D) file a PMP report with the City two years and six months before the expiration of the specified term in the Yahoo! Center Parking Lease, or any subsequent functional equivalent, in the absence of an approved Permanent PMP as authorized in Section 2.2(b)(~ below. (ii) A PMP report filed in accordance with Section 2.2(b)(2)(i) shall specify the number and location of the parking spaces lost or anticipated to be lost, propose PMP revisions appropriate to restore such parking spaces so that sufficient spaces to meet peak parking demand are maintained and, if applicable, identify any proposed functional equivalent for any lost spaces in the Yahoo! Center Parking Lease or any previously approved functional equivalent thereof pursuant to Section 2.2(b)(5) below. A PMP report filed in accordance with Section 2.2(b)(2)(i) is not required to include the information required by Sections 2.2(b)(1)(iii), (iv), (v), and (vii) of this First Amendment unless reasonably requested by the Planning Director. (iii) A PMP report filed in accordance with Section 2.2(b)(2)(i) shall be processed in accordance with Section 2.2(b)(4) of this First Amendment. (3) Modifications To Parking Management Plan. (i) Saint John's Request For Modification. Before making any material change to its PMP under Sections 2.2(b)(1) or (2) above, Saint John's shall file a written request with the Planning Director. Such a written request shall demonstrate that the revised PMP will be equal or superior in its effectiveness at satisfying Saint7ohn's parking needs in comparison to the PMP then in effect or is necessary due to changed conditions beyond Saint John's reasonable control (ii) Necessary Planning Approvals. The PMP application shall be accompanied by such planning approval applications as are required by the Santa Monica Municipal Code then in effect. (4) City Review. (i) The Planning Director will promptly review Saint John's PMP report and any modifications proposed to its PMP under Section 2.2(b)(3) above. In the event the Planning Director has objections to the PMP report or proposed PMP modifications, then the Planning Director will notify Saint John's in writing of such objections no later than sixty (60) days after receiving the PMP report; provided, however, that if the PMP modification being proposed relates to a relocation of pazking to a lot or gazage owned or operated by a person or entity other than Saint John's or any affiliate of Saint John's, the Planning Director shall notify Saint John's in writing of any objection to the new location no later than thirty (30) days after receiving the PMP report. In acting on a PMP modification request, the Planning Director shall not require Saint John's to provide any more parking than is reasonably necessary to meet its peak parking needs for Phase One taking into consideration Saint John's TDM Plan (Exhibit "M") and all other relevant factors. (ii) Except as provided in Section 2.2(b)(4)(vi) below; if the Planning Director fails to give Saint John's timely written notice of his or her objections to the PMP report in accordance with Section 2.2(b)(4)(i) above, Saint John's may submit a second request for the Planning Director's review of the PMP report which conspicuously states: "THE PLANNING DIRECTOR'S FAILURE TO NOTIFY SAINT JOHN'S IN WRITING OF ANY OBJECTIONS TO THE PMP REPORT WITHIN FIFTEEN (15) DAYS SHALL BE DEEMED TO CONSTITUTE APPROVAL OF THE PMP REPORT AND ALL MODIFICATIONS SPECIFIED THEREIN" (a "Second PMP Notice"). If the Planning Director fails to give Saint John's timely written notice of his or her objections to the PMP report within fifteen (1 S) days of receipt of a Second PMP Notice, the Planning Director shall be deemed to have approved such PMP report and the modifications set forth therein. (iii) If the PMP report has not been either approved by the Planning Director or deemed approved under Section 2.2(b)(4)(ii) above and the Planning Director submits written notice to Saint John's of objections thereto, then Saint John's will respond in writing to the City's notice within thirty (30) days of receiving such notice. Such response shall address the Planning Director's concerns including, without limitation, making revisions to its PMP. (iv) If upon reviewing Saint John's written response submitted in accordance with Section 2.2(b)(4)(iii) of this First Amendment, the Planning 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 2.2(b)(4)(iii), will be insufficient to satisfy Saint John's parking demand, then within sixty (60) days of receipt of Saint John's written response, the Planning Director shall provide Saint John's with written notice that a parking deficit exists. Except as provided in Section 2.2(b)(4)(vi) below, if the Planning 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 Planning Director fails to give Saint John's timely written notice of his or her objections to the PMP report within fifteen (15) days of receipt of a Second PMP Notice, the Planning 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 Planning Director provides such written notice in a timely manner, then the City 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 Planning Director's notice in an effort to develop a revised PMP that is acceptable to both the Planning Director and Saint John's. (v) Upon the conclusion of the meet and confer process described in Section 2.2(b)(4)(iv) of this First Amendment, Saint John's shall submit to the City a final revised PMP. If the Planning Director reasonably determines that such revised PMP will not provide sufficient parking, the Planning 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. Except as provided in Section 2.2(b)(4)(vi) below, should the Planning Director fail to provide such written notice within such time, the Planning Director shall be deemed to have approved the revised PMP. If the Planning Director does provide timely written notice and Saint John's shall fail to further revise the PMP in a manner reasonably acceptable to the Planning Director within thirty (30) days of receipt of such notice, such failure shall constitute a Default under the Development Agreement. (vi) To the extent a PMP report includes a substitution in the location of parking for any of the spaces covered by the Yahoo! Center Parking Lease, or any subsequent functional equivalent thereof, the Planning Director shall not be deemed to have approved such substitution or be precluded from raising objections thereafter but Saint John's shall be entitled to enter into a lease, license or other agreement relating to such substitute location pending receipt of a written objection from the Planning Director without resulting in a Default under the Development Agreement. Parking Structure. (5) Review of Functional Equivalent of North Subterranean (i) If the PMP report submitted by Saint John's to the City under this Section 2.2(b) was submitted because of a cancellation, termination or expiration of the Yahoo! Center Parking Lease, or of an approved functional equivalent, the following procedures shall be applicable instead of those set forth in Section 2.2(b)(4)( v): (A) If, upon conclusion of the meet and confer process described in Section 2.2(b)(4)(iv) of this First Amendment and the review of any revised .PMP submitted by Saint John's, the Planning Director reasonably determines that Saint John's will be unable to otherwise cure any parking deficit arising from such cancellation, termination or expiration through a functional equivalent and that construction of North Subterranean Parking Structure is the appropriate means of curing such parking deficit, then the Planning Director shall notify Saint John's, in writing, that it shall be required to construct and operate the North Subterranean Parking Structure within a reasonable time, not to exceed twenty-four months of such determination. (B) If, after such review, the Planning Director reasonably determines that the parking deficit can be cured through development of a subterranean parking structure having fewer than 442 spaces, the Planning Director may permit Saint John's to reduce the number of spaces in the North Subterranean Parking Shucture to the number the Planning Director determines to be necessary to cure the parking deficit. (C) Saint John's shall have the right to appeal any decision by the Planning Director under Section 2.2(b)(5)(i)(A) or (B) above to the City Council by written notice to the Planning Director given within fourteen (14) calendar days 10 following Saint John's receipt of notice from the Planning Director thereunder. Other procedures and fees associated with such appeal shall be the same as apply to appeals from decisions of the Planning Commission to the City Council under then-applicable law. Saint John's shall not be obligated to take any action during the time such appeal is pending. The City Council shall have authority to affirm, modify or reverse the decision of the Planning Director.. Saint John's agrees that it shall have no claim for damages, other than attorneys' fees, arising from the City Council's decision but shall be limited to seeking injunctive relief or a writ of mandate based on a showing that the City Council decision was arbitrary and capricious. (D) Following the Planning Director's determination, or the City Council's determination on appeal, that the North Subterranean Parking Structure is required to be constructed under the terms and conditions set forth in Sections 2.2(b)(5)(A) or (B), Saint John's shall be obligated to construct the North Subterranean Parking Structure within a reasonable time, not to exceed twenty-four (24) months, designated by the Planning Director or the City Council on appeal (the "Parkine Structure Construction Deadline"), and with the number of spaces designated by the Planning Director, or the City Council on appeal, not to exceed 442. (E) The Planning Director may, in his or her sole and absolute discretion, grant one or more extensions of the Parking Structure Construction Deadline for up to a maximum of two (2) additional years for completion of the North Subterranean Parking Structure upon a showing of good cause by Saint John's and upon such terms and conditions as the Planning Director deems appropriate, provided Saint John's requests such extension(s) in writing prior to the Parking Structure Constriction Deadline. If an extension is granted, the Parking Structure Construction Deadline shall be the expiration date of such extension. (F) Saint John's shall have the vested right to construct the North Subterranean Parking Structure for a period commensurate with the duration of the Yahoo! Center Parking Lease, or its approved functional equivalent. If Saint John's is required to construct the North Subterranean Parking Structure under this Section 2.2(b), its vested right to do so shall, if necessary, be extended to the Parking Structure Construction Deadline, as it may be extended. (ii) If any PMP submitted by Saint John's under this Section 2 identifies a "functional equivalent" for the Yahoo! Center Parking Lease, or any subsequently approved functional equivalent thereto, and such PMP is approved by the Planning Director, or, where applicable, the City Council on appeal, such replacement parking shall be deemed to constitute ari "approved functional equivalent" hereunder. (6) Permanent PMP. In the event Saint John's believes that its proposed PMP will satisfy Saint John's parking needs for the term of the Development Agreement (i.e. through July 9, 2053), then Saint John's written request shall so indicate and the following shall apply in addition to Section 2.2(b)(3): (i) Saint John's shall meet and confer with the Planning Director before filing a written request for approval of the PMP. Il (ii) Saint John's may in its discretion present a PMP that addresses Phase One parking only, or alternatively, addresses both Phase One parking and parking for one or more Phase Two facilities. (iii) The PMP application shall be accompanied by such parking studies as are requested by the Planning Director. (iv) The City will commence and complete any necessary environmental review of Saint John's PMP modification request in accordance with the California Environmental Quality Act. (v) The Planning Director may approve, conditionally approve or deny Saint John's request to modify its PMP. The Planning Director will exercise reasonable discretion in rendering his or her decision. (vi) In reviewing such a PMP request, the Planning Director shall determine in writing whether the PMP satisfies Saint John's,Phase One parking needs for the term of the Development Agreement. The Planning Director will exercise reasonable discretion in rendering his or her decision. (vii) In the event the Planning Director determines that Saint John's PMP will satisfy Saint John's Phase One parking needs for the term of the Development Agreement, then (i) the Planning Director shall approve the PMP, (ii) Saint John's will be deemed to have satisfied all of its Phase One parking obligations in accordance with the Development Agreement and this First Amendment, and (iii) Saint John's will be relieved of its obligations under Sections 2.2(a) and (b) of this First Amendment. (7) Scope Of PMP Modifications. Subject to the review process set forth in Section 2.2(b), Saint John's and the City agree that a PMP maybe modified with respect to the location, design, number of parking spaces, management and operations, access and other features addressed in the current PMP (Exhibit "L"). The PMP may include, without limitation, construction of additional on-site or off-site parking, the leasing of off-site parking, or other options reasonably acceptable to the City, provided that adequate parking meeting its peak parking demand is maintained by Saint John's. (8) Stacked Parkine On The South Campus. As part of requested modifications to its PMP, Saint John's may request City approval to install stacked parking on its South Campus by filing a Development Review Permit ("DRP") application in accordance with Section 3.2 of the Development Agreement. The City may approve, conditionally approve or deny this application. In the event Saint John's files such an application, the City will conduct any necessary environmental review in accordance with the California Environmental Quality Act. Notwithstanding Section 3.6 of the Development Agreement, Saint John's will not be required to obtain City approval of a South Campus Master Plan prior to filing or obtaining City approval of a DRP application for stacked parking on the SouthCampus. Stacked parking shall be subject to architectural design review in accordance with Section 8.1 of the Development Agreement. 12 2.3 North Subterranean Parkine Structure Parkine Management Plan. Section 2.9.3 of the Development Agreement shall be amended to delete clause (a) and to add the following new sentence at the end of the Section in order to be consistent with Section 9 of Exhibit "K": "Prior to issuance of a building permit for the North Subterranean Parking Structure, Saint John's shall submit to the Planning Director for review and approval a parking management plan as detailed in Section 9 of Exhibit "K": ' 2.4 Area 2C And Areas 2D/2E. As part of requested modifications to its PMP, Saint John's may use all or portions of the sites designated as Area 2C and Areas 2D/2E for surface Phase One parking, subject to reasonable approval by the Planning Director of the parking's design, configuration and access. 2.5 HASP. Saint John's will cooperate in good faith with the City to update the HASP in order to implement the parking policies set forth in the LUCE, including those relating to shared parking programs and transportation demand management. 2.6 Emergency Access Parking. Clause (b) of Section 2.9.1 of the Development Agreement and Condition No. 25 in Exhibit "K" to the Development Agreement under "Neighborhood Effects" are inconsistent with respect to the number of parking spaces to be provided and both are inconsistent with safety requirements of the City's Fire Department. Therefore, in place of those provisions, which are hereby superseded, the City and Saint John's agree that Saint John's shall provide at least eight (8) spaces (including handicapped spaces) for short-term visitor parking and at least six (6) spaces for ambulances in the Emergency Access and that a parking management plan for the Emergency Access shall be prepared by Saint John's in consultation with the City's Fire Department and submitted for approval to the Planning Director, which shall not be unreasonably withheld or delayed. 2.7 Lot C. St. John's shall have no obligation to demolish and remove Lot C, as currently required under Section 2.4.2(b)(ii) of the Development Agreement. 3. Temporary Access. St. John's shall have no obligation to provide the Temporary Access as described in Section 2.4.2(d) of the Development Agreement. 4. Transportation Demand Management Plan. Saint John's shall maintain and implement its TDM Plan, a copy of which is attached hereto as Exhibit "M". The TDM Plan includes all of the program components of its current Employee Transportation Reduction Plan ("ETRP"). Saint John's and the City agree that the TDM Plan will be modified as necessary to incorporate any and all changes made to Saint John's ETRP. The TDM Plan meets or exceeds all the requirements of the Santa Monica Municipal Code in effect as of the date of this First Amendment. In the event of any conflict between the TDM Plan and the Santa Monica Municipal Code, the TDM Plan shall prevail. 5. Entry Plaza. 5.1 Saint John's shall construct an Entry Plaza in the area between Santa Monica Boulevard and the D&T Center providing for both vehicular and pedestrian access. The Entry Plaza shall be a minimum of 40,000 square feet in size and shall provide a u-shaped counter-clockwise circulation system, with the ingress and egress driveways located on Santa 13 Monica Boulevard. Vehicles will enter the site along the east side of the Entry Plaza, where they will proceed to the drop-off at the main entry to the D&T Center ("Main Entry"). Pathways will also be included, allowing for pedestrian access to the D&T Center. An internal return roadway will connect the egress driveway to the ingress driveway so that vehicles can return to the ingress driveway without exiting onto Santa Monica Boulevard. The design of the Entry Plaza shall include a water feature at the center of the Entry Plaza surrounded by areas for pedestrians to congregate and enjoy the outdoor environment. The Entry Plaza design shall also include street furniture for seating and informal gathering; ample landscaping to buffer both valets as viewed from Santa Monica Boulevard; paving materials that enhance the aesthetic quality of the Entry Plaza and serve to clearly denote the separation, merging, and/or intersection of pedestrian and vehicular traffic. The Entry Plaza shall be subject to architectural design review in accordance with Section 8.1 of the Development Agreement. Construction of the Entry Plaza shall commence within one hundred eighty (180) days of obtaining final City architectural design approval of the Entry Plaza and be complete within twelve (12) months from commencement of construction (the "Entry Plaza Completion Deadline"). If the Entry Plaza remains under construction on the Entry Plaza Completion Deadline, the Planning Director may, in his or her sole and absolute discretion, grant one or more extensions of the Entry Plaza Completion Deadline for up to a maximum of eighteen (18) additional months upon a showing of good cause by Saint John's and upon such terms and conditions as the Planning Director deems appropriate, provided Saint John's requests such an extension in writing prior to the Entry Plaza Completion Deadline. 5.2 In the event Saint John's develops subterranean parking in the area beneath all or any portion of the Entry Plaza (including, without limitation, construction of the North Subterranean Parking Structure) that as a practical matter requires removal of the Entry Plaza, then Saint John's shall concurrently reconstruct the Entry Plaza in a manner consistent with the specifications and procedures set forth in Section 5.1 above, and shall provide ingress and egress driveways to the subterranean parking garage beneath the Entry Plaza directly from the ingress and egress driveways on Santa Monica Boulevard. 53 This Section 5 is intended to replace and substitute for all provisions in the Development Agreement that address the Entry Plaza including, without limitation, all such provisions in Article 2 and Exhibit "H". 6. Si¢nalization. Section 3.2 of Exhibit H of the Development Agreement is hereby deleted and replaced as follows: As of the Effective Date, there is a traffic signal for the Existing Crosswalk. Upon removal of the Existing Crosswalk, the existing traffic signal will be removed and will be replaced by Saint John's, at Saint John's expense, with two new traffic signals, one located at the ingress driveway of the Entry Plaza (as discussed above in Section 5.1 of the First Amendment) on Santa Monica Boulevard and the other located at the egress driveway of the Entry Plaza aligned with Twenty-First Street on the south side of Santa Monica Boulevard ("New Signals"). Removal of the Existing Crosswalk, removal of the existing traffic signal and 14 installation of the New Signals shall be performed in accordance with the City's requirements by a contractor approved by the City. Saint John's may propose changes to the signalization on Santa Monica Boulevard adjacent to Saint John's in association with construction of the permanent Entry Plaza (as discussed above in Section 5.3 of the First Amendment). The City will. process such a request in accordance with its procedures then in effect. The City retains discretion to approve, conditionally approve or deny any such request. In the event that the City approves such request, Saint John's shall pay for the costs associated with such request. 7. The D&T Center. Section 2.3.2(d) of the Development Agreement is hereby amended to provide that the D&T Center shall not exceed two hundred eighty-five thousand (285,000) square feet of Floor Area provided, however, that (a) the new aggregate construction in Phase One shall not exceed the original limit provided in Section 2.1 of the Development Agreement of four hundred seventy-five thousand (475,000) square feet and (b) there shall be no change in the restrictions applicable to the D&T Center in Building Height and Above-Grade Stories set forth in Section 2.3.2(d) of the Development Agreement. City agrees that no further review of the D&T Center by the ARB shall be required. 8. Pedestrian Link. Section 2.2.10 of the Development Agreement is hereby amended to provide that the Pedestrian Link need not be covered. 9. Saint John's Reporting Schedule. 9.1 PMP Report. The annual PMP report required by Section 2.2(b)(1) of this First Amendment shall be filed no later than February 28 of each year and shall be current as of December 31 of the year prior to filing. 9.2 Development Agreement Compliance Rem. The annual compliance report required by Development Agreement Section 13.2 shall be filed no later than July 1 of each year and shall cover the period from January 1 through December 31 of the year prior to filing. 10. Neighborhood Protection Provisions. In addition to certain provisions in the Development Agreement intended to mitigate the impacts of the Project on the surrounding neighborhood, Saint John's agrees to do all of the following: 10.1 Ambulance Sirens. Section 30 of Exhibit "K" to the Development Agreement requires, among other things, Saint John's to advise ambulance companies in writing of certain restrictions on the route to the emergency department and on the use of sirens. Saint John's agrees to provide this advice, in writing, to any new company providing ambulance service upon commencement of service and to all ambulance companies in writing at least annually. 15 10.2 Restrictions on Use of Yahoo! Center. Saint John's shall not permit the parking of cars by valet at Yahoo! Center and shall not operate shuttle transports to and from Yahoo! Center. 10.3 Valet Route. Saint John's shall, within sixty (60) days after the Effective Date, as defined in Section 15 below, submit to the City's Planning Director for review and approval its proposed routes to be used by valet parking and shall not change any of such routes without the prior written approval of the City's Planning Director. All valet routes shall, to the extent reasonably feasible, minimize the use of residential streets and there shall be no parking by the valet on public streets including, without limitation, in metered spaces. In preparing the valet routes, Saint John's and the City will consider among other options (a) whether Twenty- First Street can be modified to accommodate two-way traffic and/or (b) whether access to Santa Monica Boulevard directly from Lot B is appropriate. Saint John's shall, upon completion of the Entry Plaza, resubmit such proposed routes for review and approval by the Planning Director. 10.4 Parking Adiacent to 1440 23`d Street. Saint John's shall, within sixty (60) days following the Effective Date (a) implement a noise reductiori parking policy under which no vehicles shall be permitted to park within a designated buffer zone adjacent to the residential building located at 1440 23`d Street between the hours of 9:00 PM and 7:00 AM , (b) submit such parking policy, together with a map indicating the buffer zone, to the Planning Director, and (c) submit to the Planning Director for approval plans for the placement of trees in the buffer zone adjacent to such residential building to screen the surface parking lot. Saint John's shall be obligated to place a reasonable. number of trees in such buffer zone to the extent that the parking capacity of the affected lot would not be reduced below 271 spaces. 10.5 Security Escorts. Saint John's shall, within sixty (60) days following the Effective Date, submit to the City's Planning Director for review and reasonable approval its 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 City's Planning Director. 10.6 Ombudsperson. (a) Saint John's shall, within sixty (60) days following the Effective Date, designate and 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 insure 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. (b) Saint John's shall, within sixty (60) days following the Effective Date, submit to the Planning Director for review and reasonable approval procedures appropriate 16 for the ombudsperson to carry out his or her responsibilities. Following such review and approval, Saint John's shall 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 Planning Director. (c) Saint John's shall provide the information described in Section 10.6(a)(v) 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. (d) 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. 10.7 Syecial Events Parking. Upon receipt of at least30 days' advance notice, Saint John's shall make Lot B available up to 5 times per month for parking of 50 vehicles between the hours of 7:00 p.m. to 10:00 p.m. for special events at McKinley Elementary School or other nearby schools ornon-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. 10.8 Lighted Crosswalks. Saint John's agrees to pay the reasonable costs, up to a maximum of $30,000, for a single crosswalk at the intersection of Arizona Avenue and 21St Street, including a system for lighting of the street in the crosswalk area and a manual signal on each side which can be used by pedestrians to trigger implementation of the lights. Saint John's also agrees to pay one-half of the reasonable costs, up to $15,000, for a study regarding other means for promoting pedestrian safety near the Project. 10.9 Employee Parking Notice. Within 60 days following the Effective Date of this First Amendment, Saint John's shall notify all employees in writing that parking on the residential streets in the vicinity of Saint John's is prohibited. All new employees will be provided the same notification during their orientation. 10.10 Continuing Community Outreach. Saint John's shall hold an annual community meeting at its Campus with residents in the Campus' vicinity. Saint John's shall provide aYleast 15 days' prior written notice of such meeting by U.S. Mail to the City and residents and property owners within a 500-foot radius of the Campus. The purpose of the meetings will be to identify and address any issues associated with Saint John's compliance under this Agreement 11. Enforcement. The City, at its discretion, shall be entitled to apply the remedies set forth in Chapters 1.09 and 1.10 of the City's Municipal Code, as they maybe amended from fime to time. 12. Limitation on Damages. (a) Sections 14.3.4 and 14.3.5 of the Development Agreement are hereby deleted a new Section 14.7 is hereby added to read in its entirety as follows: 17 14.7. No Damage Relief. 14.7.1 As to City. (a) It is acknowledged by Saint John's that the City would not have entered into this Agreement if the City were to be liable in damages under or with respect to this Agreement or the application thereof. Consequently, and except for the payment of attorneys' fees and court costs, the City shall not be liable in damages to Saint John's or to any Campus Transferee or Parcel Transferee, and Saint John's covenants on behalf of itself and its successors in interest not to sue for or claim any damages: (i) for any Default hereunder; (ii) for the regulatory taking, impairment or restriction of any right or interest conveyed or provided hereunder or pursuant hereto; or (iii) arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. (b) The City and Saint John's agree that the provisions of Section 14.7.1(a) do not apply to damages which: (i) do not arise under this Agreement; or (ii) are not with respect to any right or interest conveyed or provided hereunder or pursuant hereto; or (iii) do not arise out of or are not connected with any dispute, controversy or issue regarding the application, interpretation, or effect of the provisions of this Agreement to or the application of, any City rules, regulations, or official policies. 14.7.2 As to Saint John's. (a) It is acknowledged by the City that Saint John's would not have entered into this Agreement if Saint John's were to be liable in damages in connection with any non-monetary Default under this Agreement. Consequently, and except for the payment of attorneys' fees and court costs, Saint John's shall not be liable in damages to the City for any non-monetary Default under this Agreement and the City covenants on behalf of itself and its successors in interest not to sue for or claim any damages: (i) for any non-monetary Default; or 18 (ii) arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. (b) The City and Saint John's agree that the provisions of Section 14.7.2(a) do not apply to damages which: (i) are for a monetary Default; or (ii) do not arise out of or are not connected with any dispute, controversy or issue regarding the application, interpretation, or effect of the provisions of this Agreement to or the application of, any City rules, regulations, or official policies. 13. City Cost Recovery. Following completion of each annual review of the Development Agreement by the City pursuant to Article 13 of the Development Agreement, Saint John's shall reimburse the City for its actual and reasonable costs incurred in connection with such review. 14. Continuing Effect Of Development Agreement. Other than as specifically amended herein, all provisions of the Development Agreement shall remain in full force and effect without modification. 15. Recordation. The parties hereto shall cause this First Amendment to be recorded in the Official Records of the County of Los Angeles. The cost, if any, of recording shall be borne by Saint John's. 16. Effective Date. This First Amendment's effective date (the "Effective Date") shall be the same as the effective date of the Ordinance approving this First Amendment. [The balance of this page has been intentionally left blank.] 19 17. Entire Asreement. This First Amendment represents the entire agreement of the parties. This First Amendment integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. IN WITNESS WHEREOF, the parties have duly executed this First Amendment as of the day and year first above written. "City" CITY OF SANTA MONICA, a municipal corporation By: Rod Gould City Manager ATTEST: City Clerk APPROVED AS TO FORM: Marsha Jones Moutrie City Attorney SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, iNC., a Kansas non-profit corporation By: _ Name Title: SAINT JOHN'S HOSPITAL AND HEALTH CENTER, a California non-profit corporation By: Name: Title: 20 STATE OF KANSAS COUNTY OF On , 2011, before me, ,Notary Public, personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 2t STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2011, before me, ,Notary Public, personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 22 STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2011, before me, Notary Public, personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 23 Exhibit "L" PARKING MANAGEMENT PLAN 1.0 Purpose. Pursuant to Section 2 of the First Amendment, Saint John's PMP is intended to ensure that Saint John's continues to provide throughout the term of the Development Agreement sufficient parking to meet the peak parking demand of its various user groups, and to ensure that Saint John's provides parking which is functionally equivalent to the North Subterranean Parking Structure. The PMP is also intended to facilitate a collaborative effort by Saint John's and the City to develop along-term Saint John's parking plan that furthers the LUCE's approach to parking by developing and implementing area-wide parking solutions, utilizing shared parking, and relying on transportation demand management as a means of reducing Saint John's parking demand. Except as provided in Section 2.2(b)(6) of the First Amendment, this PMP as modified from time to time in accordance with the First Amendment shall continue in effect for the term of the Development Agreement. 2.0 PMP Objectives. The PMP has been developed to achieve the following objectives: 2.1 Ensure that Saint John's continues to provide throughout the term of the Development Agreement sufficient parking to meet the peak parking demand of its various user groups, and to ensure that Saint John's provides parking which is functionally equivalent to the North Subterranean Parking Structure; 2.2 Actively manage Saint John's parking to effectively and efficiently utilize available parking supply to meet campus-related parking demand, as well as minimize the impacts of campus activities on nearby residential and commercial neighbors; 2.3 Effectively utilize Saint John's parking facilities to address parking demand by employees, patients, physicians, students and visitors; 2.4 Reduce employee single-occupant vehicle ridership and associated parking demand; 2.5 Ensure that parking impacts of hospital operations on nearby residential and commercial properties are minimized; 2.6 Reduce traffic and circulation issues associated with drivers searching for parking; 2.7 Provide the data necessary to adjust parking strategies in order to address parking issues as they may arise; and 2.8 Minimize the need for the construction of new parking facilities in the future by making efficient use of existing parking resources. 2.9 Coordinate Saint John's parking planning with the City's HASP update process and the LUCE's area-wide approach to parking in the Healthcare District. 3.0 Parking Demand. The Walker Parking Study determined peak parking demand for Saint John's various user groups as 1,196 upon completion of the D&T Center and 1,306 in 2013. 4.0 Parking Supply And Operations. 4.1 Existing Pazkin~ Facilities. A summary of the Saint John's controlled parking spaces, including on-campus and off-campus spaces, is provided in Table 1 below. As indicated in Table 1, a total of 1,341 spaces are controlled by Saint John's including 572 owned spaces and 7691eased spaces. With the addition of parking spaces due to attendant and valet operations (e.g., stacked parking in drive aisles), a total of 1,448 parking spaces are controlled by Saint Detailed descriptions of the Saint John's owned and leased parking facilities, including user groups served (i.e., employee, visitor, patient, etc.), number of available spaces, location, vehicular and pedestrian access, and facility operations are provided below. A map is attached as Exhibit "L-1". 4.1.1 Lot C -Valet Lot. (a) User Group. Lot C (also known as the Valet Lot) is used by visitors, patients, and physicians. (b) Available Spaces. Lot C is owned by Saint John's and contains 46 spaces plus an additional 12 vehicles may be parked due to stacked parking with valet operations. The valet parks overflow vehicles at Lot B. (c) Location. Lot C is on the north side of Santa Monica Boulevard, adjacent (east) to the Entry Plaza. (d) Access. (i) Vehicular Access. Lot C is accessed from Santa Monica Boulevard and maybe entered by vehicles traveling either east or west. (ii) Pedestrian Access. Lot C is located in close proximity to Saint John's hew facilities, including the D&T Center (commonly known as the Keck Diagnostic and Treatment Center) and Inpatient Suites (commonly known as the Chan Soon-Shiong Center). (e) Operations. (i) Lot C is valet parking only. (ii) Lot C is staffed by valet attendants 24-hours per day, 7- days per week. (iii) Vehicles not valet parked in Lot C are moved to Lot B located at Twenty-First Street and Santa Monica Boulevard. Access to Lot B by valet staff is by right-tum onto Santa Monica Boulevard, then left-turn onto Twenty-First Street. Access into Lot B is controlled by a valet booth located at the north end of Lot B accessed from Twenty-First Street. Return route for valet vehicles is south onto Twenty-First Street (one-way), right-turn (west) onto Broadway, right-tum onto Twentieth Street (north), right-turn on Santa Monica Boulevard (east) and left-turn into Lot C. 4.1.2 Lot H -JWCI Lot. (a) User Group. Lot H (also known as the JWCI Lot) is reserved for Saint John's staff and scientist parking only. (b) Available Spaces. Lot H is owned by Saint John's and contains 236 spaces plus an additiona135 vehicles may be parked due to stacked parking with attendant operations. Four (4) handicap-accessible spaces are provided. (c) Location. Lot H is located behind (south of) the John Wayne Cancer Institute, which is on the South Campus fronting on Santa Monica Boulevard. (d) Access. (i) Vehicular Access. Lot H is accessed from two (2) entrances on Twenty-First Street, which are located west of Lot H. The exit is on the east side of Lot H onto Schader Drive which connects to Cloverfield Boulevard and Twenty-Third Street. (ii) Pedestrian Access. Pedestrian access to Saint John's North Campus is provided by the pedestrian crossing on Santa Monica Boulevard (north and south directions) between JWCI and Lot C ("JWCI Crosswalk"). (e) Operations. Lot H contains self parking but attendants assist with stacked parking and control the exit from Lot H. 4.1.3 Lot B. (a) User Group. Lot B is reserved for valet-parked cars only from Lot C and the Emergency Department Lot. Lot B will also be utilized for. valet-parked cars from the surface parking lot that will be located to the west of the Interim Entry Plaza ("West Lot") upon completion of the Main Entry. (b) Available Spaces. Lot B is owned by Saint John's and contains 150 spaces. An additiona130 vehicles may be parked due to stacked parking with valet or attendant operations. (c) Location. Lot B is located on the west side of Twenty-First Street, south of Santa Monica Boulevard. 4.1.4 Lot I. (a) User Group. Lot I is reserved for Saint John's staff parking only. (b) Available spaces: Lot I is owned by Saint John's and contains 121 spaces. An additiona120 vehicles maybe parked due to stacked parking with attendant operations. (c) Location. Lot I is located on the west side of Twenty-First Street, south of Santa Monica Boulevard. (d) Access. (i) Vehicular Access. Lot I access and exit is located on Twenty-First Street near Broadway. (ii) Pedestrian Access. Pedestrian access from Lot I to Saint John's is provided at the JWCI Crosswalk across Santa Monica Boulevard. parking. (e) Operations. Lot I is self-park but attendants assist with stacked 4.1.5 Emergency Department Lot. (a) User Group. The Emergency Department Lot is reserved exclusively for vehicles utilizing the emergency room services in the D&T Center. (b) Available spaces. The Emergency Department Lot contains 8 spaces for patients utilizing the emergency room and 6 spaces for ambulances. The valet parks overflow vehicles at Lot B. (c) Location. The Emergency Department Lot is located on the north side of the campus along Arizona Avenue. (d) Access. Vehicular access to and from the Emergency Department Lot is via Arizona Avenue. (e) Operations. (i) The Emergency Department Lot is valet parking only. (ii) The Emergency Department Lot is staffed by valet attendants 24-hours per day, 7-days per week. (iii) Access to Lot B by valet staff is by left-turn onto Arizona Avenue (west), left-turn onto Twentieth Street (south), left-turn onto Santa Monica Boulevard (east), and right-turn onto Twenty-First Street (south). Access into Lot B is controlled by a valet booth located at the north end of Lot B off Twenty-First Street. The return route for valet vehicles is south onto Twenty-First Street (one-way), right-turn onto Broadway (west), right-turn onto Twentieth Street (north), right-turn onto Arizona Avenue (east) and right-turn into the Emergency Department Lot. (f) Status. The Emergency Department Lot is owned by Saint John's. 4.1.6 Loadin¢ Dock. visitors. (a) User Group. The Loading Dock is used by Saint John's staff and (b) Available spaces. The Loading Dock contains 11 spaces. (c) Location. The Loading Dock is located on the north side of the campus along Arizona Avenue. (d) Access. Vehicular access to and from the Loading Dock is via Arizona Avenue. (e) Operations. The Loading Dock is self-parking only. (f) Status. The Loading Dock is owned by Saint John's. 4.1.7 St. Anne's Lot. (a) User Group. St. Anne's Lot is used by Saint John's staff. (b) Available spaces. Saint John's leases 85 spaces at the St. Anne's Lot. An additional 10 vehicles maybe parked due to stacked parking with attendant operations. (c) Location. St. Anne's Lot is located on the east side of Twentieth Street between Colorado Avenue and Broadway. (d) Access. (i) Vehicular Access. St. Anne's Lot access and exit is from Twentieth Street. (ii) Pedestrian Access. St. Anne's Lot is within close proximity to Saint John's North Campus. (e) Operations: St. Anne's Lot is self-park but attendants assist with stacked parking. 4.1.8 Koll Structure. (a) User Group. The Koll Structure spaces are used by Saint John's staff including carpoolers. (b) Available Spaces. Saint John's leases 84 spaces in the Koll Structure. The Koll Structure contains a total of nine (9) handicap-accessible spaces. Saint John's-leased spaces are not designated in any area of the Koll Structure. (c) Location. The Koll Structure is located along the east side of Twentieth Street south of Santa Monica Boulevard. (d) Access. (i) Vehicular Access. Access and exit for the Koll Structure is located on Twentieth Street and Santa Monica Boulevard. (ii) Pedestrian Access. Pedestrian access to Saint John's is located at the Twentieth Street/Santa Monica Boulevard intersection or the JWCI Crosswalk. The Koll Structure is in close proximity to Saint John's North Campus. (e) Operations. The Koll Structure is self-park only. 4.1.9 Held Structure. (a) User Group. The Held Structure spaces are used by Saint John's staff, volunteers and carpoolers. (b) Available Spaces. Saint John's leases 150 spaces during daytime and 110 spaces at night in the Held Structure. The Held Structure contains a total of 21 handicap-accessible spaces. (c) Location. The Held Structure is located along the east side of Twentieth Street south of Arizona Avenue. (d) Access. (i) Vehicular Access. Access to the Held structure is located on Twentieth Street near Santa Monica Boulevard. Exit from the Held structure is located on Arizona Avenue. (ii) Pedestrian Access. The Held Structure is in close proximity to Saint John's North Campus. Pedestrian access to Saint John's is by walking from the Held structure via Santa Monica Boulevard to the Main Entry or via Arizona Avenue to the Emergency Department entrance. (e) Operations. The Held Structure is self-park only. 4.1,10 Yahoo! Center Structure. (a) User Groups. Saint John's-leased spaces in the Yahoo! Center Structure are used by Saint John's staff, vendors and students. (b) Available Spaces. Saint John's leases 450 spaces in the Yahoo! Center Structure. A total of 41 handicap-accessible spaces are provided. Saint John's-leased spaces are not designated in any area of the Yahoo! Center Structure. (c) Location. The Yahoo! Center Structure is located at the Yahoo! Center property bounded by Broadway on the north, Cloverfield Boulevard on the west, Colorado on the south and Twenty-Sixth Street on the east. (d) Access: (i) Vehicular Access. Access to and exit from at the Yahoo structure is via Colorado Avenue, Broadway Avenue, Twenty-Sixth Street, or Cloverfield Avenue. (ii) Pedestrian Access. Pedestrian access to Saint John's is provided via walking one (1) block north along Cloverfield Boulevard to Santa Monica Boulevard, and then less than one (1) block west to the North Campus. (e) Operations. The Yahoo! Center Structure is self-park only. 4.2 Future Parking Facilities. Saint John's anticipates it will be able to add the following to its parking supply: 4.2.1 West Lot. Upon completion of the Main Entry, the West Lot will be made available for parking. (a) User Group: The West Lot will be available for Saint John's visitor and patient parking. (b) Available Spaces: The West Lot will be owned by Saint John's and will contain approximately 80 spaces. With attendant parking the capacity of the West Lot can be increased. (c) Location: The West Lot is located adjacent to the Interim Entry Plaza, in close proximity to the Main Entry. (d) Access. Access to the West Lot is anticipated to be from the Interim Entry Plaza. (e) Operations. (i) The West Lot will be valet/attendant parking only. (ii) Prior to opening of the West Lot, staffing shall be adjusted to accommodate any potential increase in valet parking operations. (iii) Vehicle parking demand in excess of the West Lot capacity will be parked in Lot B. 4.2.2 Main Entry To The D&T Center. Upon completion of the Main Entry, the Main Entry shall provide additional space for staging for an approximately eight (8) to ten (10) vehicles for valet parking. 4.3 MRI Lot. Saint John's may, in its sole discretion, remove the MRI Building and replace it with a surface pazking lot containing approximately 50 parking spaces. 5.0 Management Strategies. Saint John's will implement the following management strategies to achieve the goals of the PMP: 5.1 Transportation Demand Management (TDM) Plan. Saint John's will continue to comply with the City's Employer Trip Reduction Program (ETRP -Ordinance 1604) and its TDM Plan (Exhibit "M"). 5.2 Patient and Visitor Parking Information (Pre-Trip). Valet parking information, including the location and directions to parking facilities, as well as alternative transportation options for patients with pre-scheduled appointments, will be developed and provided to patients. Information will be provided at the time the appointment is made, either in hard copy or alternatively, the patient will be directed to the Saint John's website. 5.3 Staff, Employee and Volunteer Parking Information. Information on appropriate parking locations will be provided to all employees (i.e., existing and new employees) of Saint John's and other employees on the campus including vendors and service/delivery representatives. This information will include notification of Saint John's policy that staff, employee, volunteer and other employee parking on-street is strongly discouraged. In addition, all communications regarding transportation and pazking matters will discourage Saint John's staff, employees and volunteers from parking on-streeYneaz the campus. 5.4 Parking Signaae Program. Prior to the opening of the Main Entry, Saint John's shall obtain City approval for and install appropriate signage to guide Saint John's various user groups to the appropriate parking. Saint John's shall also post signage in the Entry Plaza stating that on-street parking is not available in the adjacent neighborhood. 5.5 Staffing for Pazkin~ Operations. Saint John's will at all times maintain sufficient staffing to efficiently operate its various parking facilities, including at attendant and valet- operated lots. 5.6 On-Street Parking Monitorin¢ For Patients and Visitors. Saint John's shall work in consultation with the. City to monitor on-street parking near the campus and to develop and implement appropriate measures to encourage patients and visitors to park within hospital parking facilities. 5.7 Parkin Pg ricine. 5.7.1 Saint John's shall establish a parking rate schedule resulting in chazges below the maximum daily rate for its visitors and patients pazking for ninety (90) minutes or less. Such schedule shall utilize commercially reasonable increments of time (~, 15-20 minutes in 2011), 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 insure that visitors to, or employees in, other businesses do not have an economic incentive to use Saint John's parking facilities. The ninety (90) minute rate shall not exceed eighty-five percent (85%) of the maximum daily rate. 5.7.2 Saint. John's parking pricing shall continue to be market-based and adjusted periodically in an effort to ensure parking availability for employees and visitors during peak parking hours. All employees will be required to pay for parking a vehicle on-site. Within 60 days following the Effective Date of this First Amendment, Saint John's shall notify all employees in writing that parking on the residential streets in the vicinity of Saint John's is prohibited. All new employees will be provided the same notification during their orientation. 5.7.3 Any Saint John's employee required to return to work after completing a shift on the same day may utilize the valet service in Lot C, or following completion of the Entry Plaza the Entry Plaza valet service, without charge. Alternatively, if such employee elects to 9 return to Saint John's through use of public transportation or a private taxicab service, Saint John's shall reimburse such employee for the costs of such transportation. 5.8 No Valet Parking in Metered Spaces. There shall be no parking by the valet on public streets including, without limitation, hi metered spaces. 10 Exhibit "M" TRANSPORTATION DEMAND MANAGEMENT PLAN 1.0 Purpose. Pursuant to Section 4 of this First Amendment, 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, in accordance with the City's LUCE. For purposes of the TDM Plan, as set forth in this Exhibit "M," the term "feasible" shall have the meaning given that term in Section 21061.1 of the California Public Resources Code. 2.0 Performance Standard. 2.1 Average Vehicle Ridership Standard. Saint John's commits, through its TDM Plan, to achieve a 1.5 average vehicle ridership (``AVR") during peak periods (AM and PM) by November, 2013 ("AVR Standard"). In addition, within twelve (12) months following the date Phase II of the Expo line is complete and operating as currently anticipated, the goal of St. John's TDM Plan will be to achieve a 1.6 AVR. Saint John's failure to achieve the AVR Standard will not constitute a default within the meaning of the Development Agreement so long as Saint John's is taking all feasible steps to achieve compliance. 2.2 Determination of AVR. Chapter 9.16 of the Santa Monica Municipal Code shall govern how AVR is calculated. 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 on Saint John's annual ETRP. 2.4 Modifications to TDM Plan. If the AVR Standard is not reached and maintained, the Planning Director, after consultation with Saint John's, may require feasible modifications to the TDM Plan's provisions to achieve the AVR Standard. Saint John's agrees that such modifications may require operation of a shuttle of the type described in Section 3.2.8 below, without regard to the time limit set forth therein, to the extent such shuttle is feasible and the Planning Director reasonably detemunes, after such consultation and consideration of other feasible modifications, that Saint John's will otherwise be unable to achieve the AVR Standard and that operation of the shuttle is appropriate to meet the AVR Standard. Such modification shall be subject to approval as a Minor Modification. 3.0 TDM Plan Program Elements. 3.1 ETRP. Saint John's will continue to implement the trip reduction measures in its Employee Trip Reduction Program ("ETRP"). These measures consist of the following: 3.1.1 Guazanteed/Emergency Return Trips. Saint John's employees who carpool, vanpool, take transit, walk, or bicycle to work are eligible for a return trip (or up to the point of commute origin), when there is a personal emergency situation, unplanned overtime, inclement weather (forwalkers and bicyclists), or vehicle mechanical problem (return trip only). The return trips aze accomplished by utilizing one or more of the following modes or options: a company vehicle, taxi, mass transit, or a supervisor or co-worker. 3.1.2 Rideshare Matching Service. Saint John's provides a rideshaze matching service to all employees using RideMatch (www.ridematch.info). Employees aze matched during the monthly new hire orientation or on demand. 3.1.3 Preferential Parking. Saint John's provides all eligible employees with preferential parking spaces to pazk their vehicles. There are 42 preferential parking spaces in Saint John's-owned parking lots. Employees are eligible to receive preferential parking if they participate in a carpool/vanpool in which at least 2 participants are Saint John's employees and there is a minimum of 3 trips per week or 8 trips per month. Saint John's eligible employees' vehicles are~identified through a card reader system that allows for continuous monitoring and control. 3.1.4 Personalized commute assistance. Saint John's provides personalized assistance 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. 3.1.5 Transit Information Center. Saint John's provides a transit information center that makes available general transit information. 3.1.6 Mass Transit -Free Passes. Saint John's provides free mass transit passes valued at the price of a Metro EZ-Pass to all its employees upon request. 3.1.7 Vanpool Program. Saint John's provides all employees with a vanpool program that is operated by a third-party. Saint John's provides a cash subsidy to its employees who participate in the vanpool program. Saint John's fully subsidizes vanpool parking. 3.1.8 Direct Cash Subsidy. Saint John's provides all employees who participate in the following alternative transportation methods, with the following cash subsidies: (a) For participation in a 2-6 person carpool, walking, or bicycling, $1.00 per day. These subsidies are disbursed quarterly. (b) For participation in a vanpool, $75.00 per month. (c) For use of mass transit, at least $60.00 per month (for employees using the Big Blue Bus only), or $75.00 per month (for employees using the MTA only), or $135.00 per month (for employees using both the Big Blue Bus and MTA). 3.1.9 Compressed Work Week. Saint John's has 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. 3.1.10 Reduced Pazking Charge for Carpools. Saint John's subsidizes fifty percent (50%) of parking fees for employees who carpool. .3.1.11 Incentives. Saint John's provides gift cazds/services/awards to all employees who participate in the rideshaze program. 3.1.12 Rideshare Bulletin Board. A rideshaze bulletin is posted outside the Human Resources department and in the Dining Court and updated on an as needed basis. 3.1.13 Focus Groups. Saint John's holds focus groups and/or rideshare meetings for all employees to determine how to improve the program on an annual basis. 3.1.14 Rideshare Event. A rideshare promotional event is held annually, either separately or as part of amulti-purpose event. 3.2 Additional Measures. 3.2.1 Employee Transportation Coordinator. Within 30 days of the First Amendment's Effective Date, an Employee Transportation Coordinator ("ETC") shall be designated by Saint John's as required by the City's Transportation Management Division in accordance with Santa Monica Municipal Code Chapter 9.16. The ETC shall manage all aspects of this TDM Plan and participate in City-sponsored workshops and information round tables. The ETC shall participate in the Healthcaze District area TMA (see Section 3.2.2 of this Exhibit "M") following its formation. The ETC shall be responsible for making available informational materials on options for alternative transportation modes and opportunities. In addition, transit fare media and day/month passes will be available through the ETC to employees and visitors during typical business hours. In accordance with Santa Monica Municipal Code Chapter 9.16, the ETC will be at the worksite and devote a minimum of fifteen hours per week to managing the TDM Plan and related parking activities. The ETC will oversee the development, implementation, and maintenance of all TDM Plan elements. The ETC will possess SCAQMD's Employee Transportation Coordinator Training Certificate or its equivalent. The ETC will be provided with sufficient work and secure storage space, administrative support, access to a computer/printer, and telephone/fax services to perform his or her duties. 3.2.2 Transportation Management Association. (a) Saint John's shall make a contribution to the City in the amount of $35,000 to study the feasibility of forming a Transportation Demand Management Association ("TMA") in the Healthcare District within 90 days of receiving written notice from the City requesting such contribution. (b) Saint John's shall be a co-leader with the City of Santa Monica in the creation and operation of a TMA including payment of its fair share of funding for establishment and operation of the TMA. As part of the LUCE Update process, the City has identified that a TMA should be established for the Healthcare District. TMAs would provide employees, businesses, visitors and residents of an area with resources to increase the amount of trips taken by transit, walking, bicycling, and ridesharing. Saint John's (e.g., as represented by its ETC. or others) shall actively participate in the TMA, including attending organizational meetings, providing traffic demand data to the TMA, and making available information to its lessees relative to the services provided by the TMA. Saint John's may delegate any of its TDM Plan requirements to the TMA (i.e., offer the required programs through the TMA instead of directly as part of this TDM Plan). Saint John's may seek to modify the requirements in this. Section 3.2.2, subject to the reasonable approval of the Planning Director as a Minor Modification under the following circumstances: If the TMA assesses dues or other charges that are not proportional to square footage or number of employees; providing; If the TMA charges for services Saint John's is already iii. If the TMA assesses annual dues over the average fee for TMAs in the Los Angeles region; or iv. If the TMA seeks to impose programs that Saint John's believes would adversely affect Saint John's TDM Plan or its ability to achieve the AVR requirement herein. 3.2.3 Bicycle Parkine And Showers. Saint John's will: (a) Provide bicycle racks with capacity for 90 bicycles in a reasonably convenient location (or locations) on the North Campus. (b) Provide showers and lockers for use by bicyclists and/or walkers. The showers and lockers are sited in locations that aze convenient for employee use. Access will be controlled to secure use by employees. (c) Provide a reasonable amount of space, not to exceed the amount of squaze footage required for a regular vehicle parking space, at a reasonable parking area location on site which is compatible with Saint John's operations, for a bicycle sharing program station in conjunction with any bicycle sharing program instituted by the City or another operator. Saint John's shall have no obligation to fund or operate any such program or to keep any space available if no system is implemented by the City or other operator for a period on one year beyond the commencement of operations of Phase 2 of the Exposition light-rail line into Santa Monica. Saint John's shall have the right to relocate the area made available for such bicycle sharing station from time to time so long as the new location continues to be of a similar size and reasonably located given the requirements of the system. 3.2.4 Transit Information Center. Saint John's Transit Information Center will augment its services, as necessary, within six months of the First Amendment's Effective Date to include the following: (a) Place Commute Transportation Information Display in the Dining Court and Human Resource Department Offices. The display will show: Maps, routes and schedules for public transit lines serving the site; ii. Materials publicizing Internet and telephone numbers for referrals on transportation information; iii. Promotional materials supplied by Metro, the Big Blue Bus (BBB), and/or other publicly supported transportation organizations; iv. Bicycle route and facility information, including regional/local bicycle maps, bicycle safety information and information on the availability of free lockers and the methods for obtaining these lockers; and v. A listing of facilities at the site for carpoolers/vanpoolers, transit riders, bicyclist and pedestrians, including information on the availability of preferential carpooUvanpool parking spaces and the methods for obtaining these spaces. (b) Create and maintain "How to Get To Saint John's Without Using Your Car" website. This communication channel will provide transportation information and links to existing transportation resources (e.g, transit information available from Metro and BBB). A page for employees will be created and maintained. (c) Incorporate material from the "How to Get To Saint John's Without Using Your Car" web site into directions for getting to/from Saint John's that are posted on SJHC's website. (d) Create a printed version of the "How to Get To Saint John's without Using Your Car" website and make it available to all Saint John's users. (e) Communicate availability of publicly provided financial assistance for transportation services to qualifying populations (e.g., disabled). 3.2.5 Carpool Program. Saint John's will continue to provide preferentially- locatedparking spaces for carpool and/or vanpools to meet demand for such spaces. These spaces will be provided in Saint John's-owned parking facilities. To the extent the need for preferential parking spaces exceeds the current supply, designation of the additional carpool and vanpool preferential parking spaces, over and above those that exist on the Effective Date of this First Amendment, shall take place no later than one year after the Effective Date of this First Amendment. 3.2.6 Enhanced Financial Incentives. Saint John's will enhance its financial incentives to promote carpooling and alternative means of commuting within sixty (60) days of the Effective Date of this First Amendment as follows: (a) Offer employees that drive alone an additional $1.00 per day for three months for using transit, carpooling vanpooling, bicycling, and/or walking. to work. Employees must have driven to work in a single occupancy vehicle for a minimum of six months prior to requesting the additional `No Drive' incentive payment. This incentive will be offered on three occasions annually. (b) Offer employees the opportunity to allocate pre-tax salary for payment of vanpool, transit and parking fees as allowed trader IRS Section 132 guidelines. (c) Offer reduced cost tune-ups to bicyclists semi-annually. This service will be initiated after the opening of the main entrance to the D&T Center. (d) Offer fmancial incentives that meet or exceed the value of cashing out parking fees. 3.2.7 Telecommutina. 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. 3.2.8 Light Rail Shuttle. (a) Commencing within 180 days of the Expo light rail being operational in Santa Monica, Saint John's shall operate a shuttle for its employees between Saint John's and the Expo light rail's Memorial Park Station or, at the option of Saint John's, the Bergamot Station. Saint John's will robustly market the shuttle to its employees and operate the shuttle for at least fifteen (15) months. (b) Saint John's may, in its sole and absolute discretion, allow neighboring employers to use the shuttle for their employees, subject to reasonable compensation and insurance protection. (c) Saint John's will, after the first fifteen (15) months of operation and in consultation with the City's Planning Director and others, assess the extent of shuttle ridership and evaluate the feasibility of continuing the shuttle service. Whether or not Saint John's continues the shuttle after fifteen (15) months shall, except as provided in Section 2.4 above, be within Saint John's sole and absolute discretion; provided, however, that if Saint John's, the City Planning Director and other members of the TMA determine ridership justifies continuation of the shuttle service, the shuttle shall thereafter be operated by the TMA and Saint John's shall participate in funding to the extent of its fair share based on respective ridership. (d) In no event shall Saint John's be obligated to operate such a shuttle if either a TMA for the Healthcare District or the City operates a shuttle which would provide duplicative shuttle service for Saint John's employees. 3.2.9 Transit Infrastructure Contribution. Saint John's shall make a $100,000 transit infrastructure contribution to the City to be specifically used for the construction enhancements of the Memorial Park Station of Phase II of the Expo Line. 3.3 Lessees and Subleases. Any Saint John's leases for any portion of the Phase One or Phase Two sites will notify the lessee of the Saint John's 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. Any such leases shall also require the same terms to be included in any subleases for any portion of the Phase One or-Phase Two sites. 4.0 Modifications to the TDM Plan. 4.1 Saint John's-Initiated Changes To TDM Plan. Subject to approval by the Planning 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 Campus Property. 4.2 City-Initiated Changes To TDM Plan. The City may make modifications to the TDM Plan in accordance with Section 2.3 of this TDM Plan. 7 Approved and adopted this 12th day of July, 2011. Ric rd Bloom, Mayor State of California ) County of Los Angeles ) ss. City of Santa Monica ) I, Maria M. Stewart, City Clerk of the City of Santa Monica, do hereby certify that the foregoing Ordinance No. 2364 (CCS) had its introduction on June 28, 2011., and was adopted at the Santa Monica City Council meeting held on July 12, 2011, by the following vote: Ayes: Council members: Holbrook, O'Connor; O'Day, Mayor Bloom Noes: Council members: None Absent: Council members: McKeown, Shriver Mayor Pro Tem Davis A summary of Ordinance No. 2364 (CCS) was duly published pursuant to California Government Code Section 40806. ATTEST: Maria M. Stewart, Cit 'Clerk