Development Concept 27 Community Involvement Plan 109 Arts Center Management Plan 111 Financial Analysis of Development Program 129 Required Disclosure Forms 137

PROPOSAL FOR: BERGAMOT STATION ARTS CENTER

SUBMITTED: MAY 1, 2013

TO: THE CITY OF SANTA MONICA ECONOMIC DEVELOPMENT DIVISION

1 2 3 TABLE OF CONTENTS

COVER LETTER 7 DEVELOPER INFORMATION 11 DEVELOPMENT CONCEPT 27 COMMUNITY INVOLVEMENT PLAN 109 ARTS CENTER MANAGEMENT PLAN 111 FINANCIAL ANALYSIS OF DEVELOPMENT PROGRAM 129 REQUIRED DISCLOSURE FORMS 137

DEVELOPER’S FINANCIAL CAPACITY MATERIALS ARE SUBMITTED UNDER SEPARATE COVER.

4 5 May 1, 2013

Jennifer Taylor City of Santa Monica EDD 1901 Main Street, Suite E Santa Monica, CA 90405

RE: Bergamot Station Arts Center Development

We are pleased to present our Response to the ‘Request for Proposal’ for the Bergamot Station Arts Center Mixed-Use Development Project. Our Development Team has envisioned a project that seeks to exceed the expectations of the Community, City Council and City Staff by responding directly to the site, engaging neighborhood connection, welcoming Expo transit riders, creating a new arts and cultural destination and promoting connection with other distinctive areas of Los Angeles. The project will contribute an economically sensitive development program that will enhance the City’s tax base and be attractive to the level of investment that we are prepared to obligate ourselves to make.

Located at the 26th/Bergamot Station on the Exposition Line, we have conceived a project that will provide the community with:

• A distinctive and sustainable arts and cultural center with a mix of tenants and users including a new home for the Santa Monica museum of Art; • A recognizable home for media, entertainment and technology companies; • A distinctive project design that will provide a place where people will be engaged through many open, courtyard spaces, public art components, and architectural surprises; • A project that will “Connect” its internal uses with the other distinctive areas along the Exposition Light Rail Line; • A sustainable economic plan and robust team to ensure project implementation; • A home to established and emerging artists; • A new, unique community Arts Center which will promote interaction between visitors, users and workers in the project; • A complement to the existing as-built environment and existing businesses; and • Financial subsidies to ensure an ongoing and sustainable arts and cultural center and unique programming.

Our Development Team will take highly specialized approach to the future users and tenants of the property. Position- ing the property involves tapping into market insights, understanding a property’s true potential and creating spaces that connect with people on an emotional level – not just as a commodity.

Over and above our submission, we respectfully believe that implementation and superior operation of all elements of the project will require a focused effort and ongoing mutual cooperation among the City, the Community and our Ownership. Over time, elements of mutual interest are likely to change, to be refocused and must be addressed in a mutually cooperative environment. We have endured to form our team emphasizing the need to display a history of cooperative relations with Cities and municipalities and have the long-term perspective to ensure that project will be sustainable.

Immediate and economic returns are simply not attainable at or until the economic and non-economic elements of the project are carefully completed in full and professional operation. For example, simply providing adequate land area for the arts and cultural components is not, in our estimation, satisfactory to meet the desired goals of having a compelling Arts Center, nor do we view the arts and cultural components as independent entities. We view all the wonderful aspects of the project as “added value” to the Bergamot Area and community and have proposed a design, program and project to ensure sustainability. We have worked diligently to design a process and financial mechanisms to ensure the arts are sustainable and will not rely on public subsidies. We wish to assist the arts and cultural components and wish to capitalize on them as a standard bearer for arts and culture in Santa Monica and throughout the region. Connection, engagement and the arts will permeate the entire project.

6 7 As the Bergamot Area evolves and 26th/ Bergamot Exposition Light Rail Station commences operations, we have ventured designed a project that will engage the many transit riders as a home to the arts and cultural of Santa Monica. We have engaged a Development Team and Ownership Group that is part of the Santa Monica Community and the Los Angeles Art Community to ensure a compelling and sustainable project. Our team members have the experience developing mixed-use projects, hotels, grand parks, parking facilities, mixed-use projects, retail and arts and cultural centers. We are pleased to submit the attached proposal and the accompanying attachments.

The mix of proposed uses, including an adjacent parking garage (not directly addressed in this submission), require both a commitment to excellence and a commitment to long-term investment. We strongly believe that the project must be viable on a stand-alone basis and not be subject to or conditioned on other projects. We have endeavored to address and provide both of the aforementioned goals in our proposal to be considered and selected as the developer for the future Bergamot Station Arts Center. Hopefully we have fully complied with the requirements of the submission. In the event there are any outstanding questions, our team is available to address them. The Development Team believes that our design, team and financial commitment to the arts should be strongly considered through you review process.

Our contact information is on the following page; please contact us with any questions regarding the proposal.

Regards,

Jim Jacobsen Scott Ginsburg Lew Wolff 26Street TOD Partners LLC 26Street TOD Partners LLC 26Street TOD Partners LLC 1645 Euclid Street Santa Monica, CA 90404 [email protected] 310-395-5151

Glenn Lowenstein

8 9 DEVELOPER INFORMATION BASIC INFORMATION

Official name, address, names, and titles of proposing principals:

Developer/Sponsor The Lionstone Group 100 Waugh Drive Houston, Texas 77007 Glenn Lowenstein Founding Partner

Developer/Development Manager 26Street TOD Partners LLC 1645 Euclid Street Santa Monica, CA 90404 Jim Jacobsen Scott Ginsburg Lew Wolff Partner Partner Partner

Form of legal entity: Limited Liability Company, filed with the State of California, April 16, 2013

The development organization does not have any existing relationship with a parent corporation, subsidiaries, joint ventures, or other entities.

10 11 DEVELOPER INFORMATION ARTICLES OF INCORPORATION

12 13 DEVELOPER INFORMATION DEVELOPMENT TEAM

LIONSTONE

ATTANASIO ADVISORS JIM SCOTT LEW

26 STREET TOD PARTNERS

ARCHITECT / DESIGN TEAM COMMUNITY OUTREACH RIOS CLEMENTI HALE STUDIOS GREER/DAILEY & KIM KARIE

ARTS & CULTURE FOOD & BEVERAGE MARC PALLY & CAROL GOLDSTEIN CEDD MOSES

HOTEL MANAGEMENT COMMERCIAL LEASING WOLFF URBAN INDUSTRY PARTNERS

BUILDER W.E. O’NEIL

14 15 DEVELOPER/SPONSOR 100 Waugh Drive Houston, TX 77007 713-533-5860 / 7713-533-5897 [email protected]

THE LIONSTONE GROUP Founded in 2001, Lionstone is a privately owned real estate investment firm that specializes in researching, conceptualizing and executing national investment strategies based upon proprietary research and ideas. Lionstone currently manages investment vehicles that own approximately $2.0 billion of real estate investments across the U.S. on behalf of large public and corporate pension Partnerships, university endowments, foundations and high net worth individuals and families.

The three founding partners – Thomas Bacon, Daniel Dubrowski and Glenn Lowenstein – have worked together for over 20 years, including 10 years as senior officers with Hines Interests. The management team has investment experience on $3.5 billion of JV/Partnerships across 11 individual investment programs over this time period. The top 11 executives at Lionstone have an average tenure of 7+ years at a ten year old firm. The executive group has over 20 years of professional experience on average. Lionstone is an active player in the Santa Monica submarket with nearly 1 mm square feet of creative office / mixed-use space in downtown and media district of Santa Monica.

Through its principal investment history, Lionstone has acted as a principal investor, developer and lender on a diverse variety of projects. Lionstone’s principals have had extensive development experience, completing 14 development projects equaling approximately 10M square feet including two recent ground-up apartment projects with approximately 450 units. Lionstone currently manages investment vehicles that own approximately 9.7M square feet across the country with a total value of approximately $2.0 billion on behalf of large public and corporate pension funds, partnerships, university endowments, foundations and high net worth individuals and families.

Lionstone Total Experience: $6.7 BN across 11 funds and 19 projects • Investment Advisor: $3.5 BN, 11 funds • Master Developer: • Completed Developments: $2.4 BN, 9.7 MM SF, 14 developments • Vision and Entitlements: $822 MM, 4.4 MM SF, 5 projects

Glenn Lowenstein, Partner/Founder. Glenn is a founding partner of The Lionstone Group. Glenn serves as an Investment Committee member, as Chief Investment Officer and as the partner responsible for research, and capital markets strategy. Prior to forming Lionstone, Glenn was a senior officer at Hines, ultimately serving as the firm’s Chief Investment Officer. With over 20 years of experience and $6 billion in US real estate investments, Glenn has developed a deep knowledge of the real estate markets in the United States. Glenn is a graduate of Georgetown University and received an MBA from New York University.

Tom Bacon, Partner/Founder. Tom is a founding partner of The Lionstone Group. He serves as an Investment Committee member and as the lead partner responsible for Lionstone’s Urban Investments and US Land programs. Prior to forming Lionstone, Tom was a senior officer with Hines. During his fifteen year career with Hines, Tom was involved in domestic real estate development, investment and finance as well as responsible for Hines expansion into Latin America. With more than 25 years of experience in commercial real estate, Tom’s areas of expertise include research, planning, finance, acquisition, development and leasing. Tom is a graduate of the University Of Texas School Of Architecture, a Licensed Architect, and received his MBA from Rice University.

Dan Dubrowski, Partner/Founder. Dan is a founding partner of The Lionstone Group. He serves as an Investment Committee member and as the partner responsible for Lionstone’s national Cash Flow Office and Cash Flow Real Estate investment programs. Prior to forming Lionstone, Dan was a senior officer with Hines. During his ten year career with Hines, Dan led Hines’ first domestic acquisition, first large-scale international development and took responsibility for Hines’ business in Mexico. Dan developed the firm’s first foreign industrial parks and first high-rise residential buildings. Dan is a graduate of Georgetown University and received his MBA from Harvard.

16 17 DEVELOPER/DEVELOPMENT MANAGER 1645 Euclid Street DEVELOPMENT AND HOTEL MANAGER 11828 La Grange Avenue Santa Monica, CA 90404 Los Angeles, CA 90025 310-395-5151 / no fax 310-477-3593 / 310-477-2522 [email protected] [email protected]

INDUSTRY, LTD., JIM JACOBSEN, FOUNDER WOLFF URBAN MANAGEMENT, INC., LEW WOLFF, CHIEF EXECUTIVE OFFICER Jim Jacobsen, founder of real estate development and investment firm Industry Ltd. and founding partner of commer- Mr. Wolff is Chairman and Chief Executive Officer of Wolff Urban Management, Inc., a real estate acquisition, cial brokerage arm Industry Partners, has built a 20-year career specializing in creative and lifestyle work space on the investment, development and management firm. Mr. Wolff is also Co-Founder and, since 1994, has served as Co- Westside of Los Angeles. Chairman of Maritz, Wolff & Co., a privately held hotel investment group that manages top-tier luxury hotels. Mr. Wolff serves as Director of Sunstone Hotel Investors, Inc., served as Vice Chairman of Rosewood Hotels & Resorts Before starting Industry in 2011, Jim was co-president and partner of Lee & Associates\West Los Angeles, where he led and also served as co-Chairman of Fairmont Hotels & Resorts, a hotel management company formed by Fairmont the landlord and tenant representation strategy and team. One of that company’s top-ranked producers, Jim has closed Hotel Management Company and Canadian Pacific Hotels & Resorts, Inc. from 1999 through summer 2004. Mr. Wolff some of the largest transactions on Los Angeles’ Westside including Lantana Campus in Santa Monica, 13031 W. Jef- acquired ownership of Major League Baseball’s Oakland Athletics in April 2005 and also ownership of Major League ferson in Playa Vista, 1630 Stewart/Penn Station in Santa Monica, Westside Business Park and Blackwelder in Culver Soccer’s San Jose Earthquakes in July 2007. City. Mr. Wolff entered the hotel business in the 1980s by becoming developer/owner/operator of the San Jose Holiday As a result of his client-focused commitment, he has maintained long-term relationships with such companies as The Inn in Northern California and the Burbank Airport Hilton and the La Mirada Gateway Plaza Holiday Inn in Southern Lionstone Group, J.J. Abrams, MJZ TV, Jerry Bruckheimer, POP Sound / Post, Imagine Films and The Mill. California. Mr. Wolff is a former investor in the St. Louis Blues National Hockey League Team and the Golden State Warriors National Basketball team. Jim received his BA from the University of California at Los Angeles. He is a member of the Los Angeles Commercial Real Estate Association, Santa Monica Conservancy, City of Hope, Los Angeles County Museum of Art, the Hammer Mr. Wolff holds a Bachelor’s Degree in Business Administration from the University of Wisconsin, Madison. He Museum and Oceana North America. He is also a volunteer consultant to Solar Santa Monica, which effects clean, received his MBA from Washington University in St. Louis. Lew and his partner, Flip Maritz, most recently closed the renewable energy awareness and implementation. Jim was named in the California Real Estate Journal “Dealmaker” $800,000,000 sale of the Rosewood Hotel & Resort Management Company and Maritz; Wolff assets included The Survey of the State’s Top-35 Real Estate Professionals and to Real Estate Forum’s 40 Under 40. Carlyle Hotel, Little Dix Bay Resort, The Mansion at Turtle Creek and the Inn of the Anasazi – Santa Fe, New Mexico.

10850 Washington Boulevard Culver City, CA 90232 310-562-4718 / no fax [email protected] BOULEVARD PARTNERS, SCOTT A. GINSBURG, MANAGING PARTNER ADVISORS Mark Attanasio. Mark Attanasio is a Co-Founder and Managing Partner of Crescent Capital Group LP (“Crescent”) and Scott A. Ginsburg is Managing Partner of Boulevard Partners (“Boulevard”), a principal investment and development a member of Crescent’s Management Committee. Mr. Attanasio is also a Group Managing Director of Trust Company firm. Boulevard is committed to investing in and developing urban in-fill and sustainable projects in several discreet, of the West with respect to the management of certain funds sub-advised by Crescent Capital. Mr. Attanasio joined high-growth markets in Southern California. Boulevard will rely on its extensive experience in the urban, in-fill market- the team in 1991 as Co-Founder and Co-Chief Executive Officer of Crescent Capital Corporation. From 1985 to 1991, place to capitalize on repositioning, value-add and development opportunities. Mr. Attanasio was a member of the Investment Banking and Capital Markets Departments of Drexel Burnham Lambert Incorporated. Prior thereto, Mr. Attanasio was an attorney at Debevoise & Plimpton. Mr. Attanasio is the Chairman and Prior to forming Boulevard, Ginsburg was Vice President, Development and Acquisitions for Combined Properties, Inc. Principal Owner of the Milwaukee Brewers Baseball Club and is a member of the Board of Trustees of Heal the Bay, The During his seven (7) years at Combined, Ginsburg was responsible for acquisitions and business development initia- Los Angeles County Museum of Art (LACMA), The United Way of Milwaukee and the Harvard-Westlake School. In ad- tives for the Company’s Value-Add Retail Fund and Mixed-Use Development platform. He was also responsible for dition, Mr. Attanasio is a member of the Major League Baseball Finance, Money Management, Labor Policy, Ownership, project management for development, redevelopment and asset repositioning of Retail and Mixed-Use properties. and Diversity Committees. Mr. Attanasio received his J.D. from Columbia University School of Law and his A.B. from Brown University. Other responsibilities included capital procurement/raising, Joint-Venture structuring, strategic initiatives and managing the design and entitlement process for new projects. Most recently, Ginsburg led the procurement and planning Paul Attanasio. Paul Attanasio. Paul Attanasio is an American screenwriter and producer. In his twenty-five years in effort for 9300 Culver Boulevard in Culver City, CA which will be a dynamic mixed-use project featuring three-levels Hollywood, he has been nominated for every major award in film and television, including the Academy Award, the of office over retail in the “heart” of Culver City, CA. Among others, Ginsburg also managed the redevelopment of the BAFTA, the Writers’ Guild of America award, the Emmy, the Peabody Award, and the Golden Globe. His screenwriting award-winning Lincoln & Rose Shopping Center in Venice, CA anchored by a Whole Foods Market which includes many credits include “Quiz Show”, “Donnie Brasco,” “Disclosure”, and “The Good German”. In television, he created the long- sustainable initiatives and required an extensive community outreach and entitlement program. running, critically-acclaimed NBC series “Homicide: Life on the Street”, and served as executive producer of “House, MD”, the most watched show in the world (with 82 million viewers worldwide). His current projects include the upcom- Ginsburg began his real estate career with Trammell Crow Company’s Corporate Advisory Practice in Dallas, TX ing Showtime series “The Vatican” (in partnership with Ridley Scott) and a reboot of the “Scarface” franchise. Among advising Fortune 500 Companies on strategic real estate initiatives. From there, Ginsburg joined AIG Global Invest- his many interests is a passion for architectural preservation: his restoration of Santa Monica’s historic Isaac Milbank ment Group’s Real Estate and Mortgage Lending Group (formerly SunAmerica Investments) in Los Angeles, CA in house was honored this year by the Santa Monica Conservancy with its Restoration Award. Attanasio is a graduate of 2001. While there, he participated in the origination of over $750M in commercial senior and subordinated mortgages, Harvard College and the Harvard Law School. B-notes, mezzanine loans and preferred equity for all real estate property types. Scott received his BA in Finance from Tulane University.

18 19 ARCHITECT/DESIGN TEAM 639 N. Larchmont Boulevard ARCHITECT/DESIGN TEAM Los Angeles, CA 90004 323-785-1800 / 323-785-1801 [email protected]

RIOS CLEMENTI HALE STUDIOS ARCHITECTURE Rios Clementi Hale Studios, a fully licensed California Corporation, was founded in 1985 as a multi-disciplinary design firm. We work together to create singular, integrated and comprehensive solutions for a variety of design challenges. Mark Motonaga, Managing Senior Associate. Mark Motonaga joined Rios Clementi Hale Studios in 2009 and Combined, our talents comprise a wide range of professional skills including architecture, landscape architecture, has been involved in the field since 1986. He has served as project manager and designer on projects ranging from urban planning, graphic, interior, exhibit and product design. Project type experience includes municipal, corporate, large-scale urban developments that are working on entitlements, planning and design, to highly detailed residential retail, institutional and residential commissions. We are dedicated to applying a strong interdisciplinary collaborative projects. His cross disciplinary approach allows him to integrate both landscape and architecture in design as well as approach to the design process, whether on projects within our office or in consultation with other design firms. A understand the complexity and inter-related nature of both practices. Mark received his Bachelor of Architecture from broad mixture of clients and projects has given us solid experience in dealing with various and complex design issues. the University of Southern California and his Master in Regional Planning from the University of Pennsylvania.

We have been fortunate to be one of a very few firms which are widely recognized for skill and design excellence Sebastian Salvado, Senior Associate. Since joining Rios Clementi Hale Studios in 2004, Sebastian has been involved across the broad spectrum of design disciplines. In 2009, we were selected as one of two Finalists in the category in the design of projects involving a wide variety of scales including furniture design, building design, landscape of Landscape Design by the Smithsonian’s Cooper Hewitt National Design Awards program. In 2007 the firm was architectural design and graphics. Sebastian’s wide range of design experience has given him a unique perspective that awarded the ‘Firm of the Year Award’ by the California Council of the American Institute of Architects for our is brought to each project he works on, no matter what discipline. Sebastian received his Bachelor of Architecture from consistent body of unique design work and our redefinition of the boundaries of design practice. the University of California, Berkeley and his Master of Architecture from Columbia University.

Mark Rios, FAIA, FASLA, Founding Principal. Mark Rios is responsible for the overall direction and operation of Rios Andy Lantz, Designer. Andy joined Rios Clementi Hale Studios in 2011 as an architectural designer. Andy received his Clementi Hale Studios, which he founded in 1985. Since the establishment of this firm, he has directed the design of Bachelor of Science in Architecture from The Ohio State University Knowlton School of Architecture and his Master of new building construction, renovation, landscape architecture, interiors, graphics and product design. Project types Architecture from Harvard University’s Graduate School of Design. range from corporate offices, child care centers, parks, institutional and municipal projects to residential work. Mark provides overall leadership for the entire staff of creative professionals at Rios Clementi Hale Studios. Mark has lectured widely on contemporary architecture and landscape architecture. With his leadership, the firm has received LANDSCAPE ARCHITECTURE over fifty design awards. Mark received his Bachelor of Architecture from the University of Southern California, and his Master of Architecture and Master of Landscape Architecture from Harvard University. Brent Jacobsen, LEED Green Assoc., Designer. Brent Jacobson came to Rios Clementi Hale Studios in 2011. Brent is a landscape designer for several of our private development projects. He is an associate member of the American Society Robert Hale, FAIA, Principal. With over thirty years of diverse design, planning, and management experience within of Landscape Architects and a member of the United States Green Building Council, the California Native Plant Society the context of highly visible and critically acclaimed architecture, Bob has a unique and broad background. He is and the Sigma Lambda Alpha Honor Society. He received his Master of Landscape Architecture from the University of Principal-in-charge of various projects and actively collaborates with his partners on the overall direction of the Arizona and his Bachelor of Arts from Stanford University. office and its projects. His areas of expertise include all facets of the design process; strategic project planning and programming; and overall project leadership and client relations. He has extensive experience in urban, architectural Elisa Read, Designer. Elisa Read joined our team in 2011. In the time she has been with the studio she has worked on and interior design and master planning, and with corporate, entertainment, retail, cultural, hospitality, residential, and several large residential landscape and commercial projects. Elisa has many years of experience in architectural design, commercial project types. From 1981 to 1993, he was with Frank O. Gehry Associates, where he was a Principal and building construction methods, code knowledge and a vast and insatiable knowledge of plant material. She received her led the development of many of Frank Gehry’s award winning designs. Bob was with Universal Studios for seven years, Bachelor of Arts in Architecture from the Universidad Nacional Pedro Henríquez Ureña in Santo Domingo, Dominican where he worked as a creative director and was Vice-President of Design and Planning. Bob received his Bachelor of Republic, and a Master in Architecture from the Southern California Institute of Architecture. Architecture from Tulane Univesity and his Master of Architecture from the University of California, Los Angeles. Chris Torres, Designer. Chris joined our office in 2012. Chris received his Master of Landscape Architecture from Uni- Julie Smith-Clementi, IDSA, Principal. Embracing the multi-disciplinary design process, Julie Smith-Clementi, looks versity of California Berkeley, a Bachelor of Arts in Urban Studies from Loyola Marymount University and attended the at every project as the opportunity to create something new and engaging. In more than 18 years at Rios Clementi Hale Graduate School of Architecture, Planning and Preservation New York/Paris Program at Columbia University. Studios, Julie has been integral in the development of many of the firm’s award-winning projects, incorporating multiple design fields to create spaces that both inspire and evolve. Julie was pivotal in the development of notNeutral, the product design arm of Rios Clementi Hale Studios, for which she serves as CEO. Founded in 2001, the notNeutral brand and GRAPHICS, SIGNAGE, AND BRANDING retail store quickly developed a national reputation that continues to grow under Julie’s vision and leadership. A natural extension of the firm’s interiors practice, notNeutral explores the intimate scale of home products, such as ceramic Julien Harcc, Graphic Designer. Julien came to Rios Clementi Hale Studios in 2011 as the office’s Graphic Designer. dishware, glassware, table linens, pillows, area rugs, and furniture. In pure Rios Clementi Hale Studios style, notNeu- His duties cover all facets of graphic design, visual communications, environmental graphics and branding for hotels, tral’s investigations into color, pattern, and shape reflect back to the rest of the studios. While her design experience restaurants, and retail malls across Los Angeles. He works closely with nearly every person in our office. Julien received has been varied, Julie has also developed an expertise in the design of publis spaces and site amenities. Julie received his Bachelor of Arts in Graphic Design from Dawson College in Montreal. her Bachelor of Archtiecture from Syracuse University.

20 21 CULTURAL PLANNING 5396 Rincon Beach Park Drive ART ADVISOR/CURATOR 9024 David Avenue Ventura, CA 93001 Los Angeles, CA 90034 323-461-5060 / no fax 310-838-3238 / no fax [email protected] [email protected]

CAROL GOLDSTEIN, CONSULTANT MARC PALLY Carol Goldstein is an urban planner involved in program design and strategic planning for cultural and community Marc Pally drafted the landmark Art in Public Places Policy for the CRA/LA in 1985 and administered the program for infrastructure. As a consultant to non-profit organizations, funders, planning and advocacy groups and public agen- three years. He has extensive experience in public art and cultural planning for civic, institutional and private sector cies, Carol develops community initiatives from formulation through implementation and evaluation. Her work includes clients. He has worked on large-scale multi-phased public art projects including planning, artist selection, concept and community participation facilitation, policies and strategic plans, feasibility studies, project and facility design, pro- design development, approvals, fabrication, installation and operations. Since 2006 he has been the Artistic Director gramming and organizational assessments. She has served as project manager, interim director and planning consul- of Glow, Santa Monica’s premier cultural event, occurring every two years on the beach. Marc received his Bachelor of tant to clients for non-profit organization formation; board development and staffing; community partnership forma- Arts from Antioch College and his Master of Fine Arts from CalArts. tion; architect/design team selection and cultural facility development, from concept stages through schematic design. Representative projects which Marc has directed include: A faculty member of the University of California Los Angeles (UCLA) Luskin School of Public Affairs since 1987, Ms. Goldstein teaches courses in urban planning, cultural planning, land use and historic preservation and advises graduate Sony Pictures Entertainment, Culver City, CA students working for non-profit and public sector clients. A 1992 course capstone project “Affirming Communities: Re- Planning, artistic selection, approvals, design development oversight and artist liaison through fabrication and instal- sponsive Neighborhood Cultural Planning” was one of the earliest national models on the topic, winning the American lation for a 94 foot high sculpture, Rainbow. The Art Plan for Sony spoke to the need for an artwork that would have Planning Association national award. popular appeal, encompass sophistication and appreciation of recent art history and be physically large enough to become a community icon. Chicago artist Tony Tasset was able to achieve all objectives. While Principal Planner at the Los Angeles Community Redevelopment Agency in the mid-1980s, Carol headed a downtown strategic planning team responsible for policy analysis and program development in urban design, SRO and Santa Monica Place, Santa Monica, CA affordable housing, human and social services, community amenities, public art, transit and economic development. Macerich Company renovated Santa Monica Place creating an open-air mall. I was hired to guide them in commis- sioning an artwork that would be appropriate for Santa Monica, serve urban design objectives of tying the mall into SAMPLE CULTURAL PLANNING AND DEVELOPMENT CONSULTANT PROJECTS: the Third Street Promenade and provide an engaging experience for visitors. Christian Moeller’s LED sculpture Sliver appears as playful infrastructure with its 24/7 “slice” of cable news displayed in an eight pixel wide screen inserted into City of Las Vegas, Nevada: Cultural policy and development framework. Feasibility study, concept development, project the 60-foot high sculpture. planning and management for adaptive use of an historic courthouse as a cultural history museum. San Francisco Civic Center Complex, San Francisco, CA The California Endowment, Los Angeles: Research and development for a state-wide virtual community of practice. The project included the restoration of an historic building including the Supreme Court and an attached new building. I planned the art program including significant new commissions and the acquisition of a collection of new artworks Sports and Exhibition Authority, Pittsburgh, Pennsylvania: Planning and implementation for a regional convention cen- distributed through the public spaces. My responsibilities included oversight of design development, fabrication/inter public art program. stallation of the commissions and the planning and installation of the collection of purchased artwork.

Arts Council of Fort Worth/Tarrant County: Regional Cultural Plan. Glow, Santa Monica, CA Glow is Santa Monica’s signature cultural event. Glow turns the beach into a celebration of unique art, each made Rapides Foundation, Alexandria, Louisiana: Community consensus, feasibility planning and building programs for a specifically to encourage participation and wonder. In 2010 over 150,000 attended the one-night event. As Artistic performing arts center, arts and social services incubator, adaptive use of historic properties and a downtown cultural Director I work with the Glow team insuring that artistic quality is of the highest standards and honors Glow’s objec- district. Grant review/evaluation, advisor for cultural planning initiatives. tives for active engagement through thoughtful and provocative art.

Greater Philadelphia Cultural Alliance: Cultural plan for Philadelphia and the five-county area of Southeastern Pennsyl- vania.

22 23 COMMUNITY OUTREACH AND ENGAGEMENT 445 S. Figueroa Street, #2500 HOSPITALITY, FOOD, AND BEVERAGE CURATING 515 W. 7th Street, #300 Los Angeles, CA 90071 Los Angeles, CA 90014 213-615-1616 / 213-615-1625 213-817-5321 [email protected] [email protected]

GREER/DAILEY AND THE KARIE GROUP CEDD MOSES, PROPRIETOR OF 213 As the undisputed leader in community relations in Los Angeles, Greer/Dailey brings clients core capabilities in Cedd Moses is the founder and inspiration behind the 213 Nightlife Group, which operates some of Los Angeles’ most entitlements, government relations, strategic communications, and project management – plus strong relationships celebrated bars including The Varnish; Cole’s Originators of the French Dip; Seven Grand Whiskey Bar; The Golden Go- with communities, decision-makers and local stakeholders throughout Southern California. In addition, Greer/Dailey’s pher; Tony’s Saloon; The Broadway Bar; Caña Rum Bar; Las Perlas; and Casey’s Irish Pub. Moses helped usher in LA’s long-standing ties with an impressive group of associates and affiliated consultants brings clients expertise in a variety burgeoning cocktail culture over 15 years ago with the debut of 4100 Bar, C Bar, and Liquid Kitty that were met with of areas, including public policy, media, energy, e-communications, and litigation support, to name just a few of many both critical and popular acclaim. disciplines. Armed with its unique experience and knowledge, Greer/Dailey helps businesses and public agencies to gain a broad understanding of the communities in which they operate, to communicate effectively with a variety of Upon establishing 213 Nightlife in 2000, Moses has dedicated his business pursuits to the revitalization of downtown audiences and, most important, to build consensus. Los Angeles converting empty or underutilized classic office buildings with historical and architectural significance into mixed-use developments featuring creative office spaces, restaurants and cocktail lounges. Moses is widely acknowl- Sydney Dailey, President/Principal. When Sydney Dailey faces a community relations challenge, she breaks it down edged as one of downtown Los Angeles’ most impactful real estate developers among business leaders including the to its basic elements: the issue, its challenges and opportunities, and what it will take to communicate most effectively Downtown Business Improvement District, the office of Los Angeles Mayor Antonio Villaraigosa and the City Council. with key stakeholders.With more than 25 years of experience, Sydney specializes in community outreach, government relations and communications counseling to both private and public sector clients. Before co-founding Greer/Dailey Cedd Moses is a born and bred native Angeleno, the son of famous Abstract Expressionist painter Ed Moses, and was 1993, Sydney was a group vice president directing the environmental communications practice of Braun/Ketchum Pub- raised in Venice’s renowned art scene. For nearly two decades Moses worked as a professional money manager, lic Relations for 10 years. She started her career as a special sections writer at the Los Angeles Herald Examiner. She known for his business acumen and socially responsible investing. In the mid 90’s, Moses shifted gears to concentrate received a bachelor’s degree in English Literature from the University of California, Los Angeles. on nightlife development, an extension of his ongoing passion for the city’s arts and underground music subculture. He serves as Co-Chair of the Entertainment, Retail and Hospitality Committee for the Central City Association and is a Joan Kradin, Senior Vice President/Principal. Joan Kradin has learned in her 30-year career in state and local politics Bringing Back Broadway Trustee, heading its Marketing & Economic Development Committee. to address a public affairs problem from every angle, leveraging her experience to find the right client solution. Prior to joining Greer/Dailey, Joan served as a senior counselor at Marathon Communications, where she supervised many of Moses is on the Board of Directors of the Los Angeles Conservancy and serves on its Finance Committee; he is also the firm’s major clients and was the principal liaison providing government and community relations counsel for Fox Chairman of the American Arts Documentary Foundation, a non-profit organization that documents contemporary art. Studios, Trammell Crow Company and JMB Realty. Joan spent a decade as a Los Angeles City Council Deputy before AADF’s first project was Cool School, a film directed by award-winning documentary producer Morgan Neville, and co- moving to the private sector for five years as Director of Public Affairs for Forest City Development. Then, as District produced by Moses, spotlighting the Ferus Gallery and the 60s avant-garde artists including his father. Director for former State Assemblyman Richard Katz, Joan led the San Fernando Valley staff for a lawmaker known for his legislative leadership. Joan holds a Master’s degree in Gerontology from USC and a BA in Psychology from UCLA. In his spare time, Moses is an avid horseracing fan, traveling the country to attend Stakes races and is also a competitive squash player. Renee Schillaci, Senior Vice President/Principal. At Greer/Dailey, Renee has provided counsel to developers, as well as institutions such as schools and synagogues, guiding them through the development process and providing follow-up with a variety of government agencies. Prior to joining the firm, Renee served as Vice President, Planning and Development for NBCUniversal West Coast Real Estate. A former Los Angeles City Council Deputy Chief of Staff, Renee worked with Councilmember Jack Weiss on district and citywide planning issues, where her responsibilities included working with representatives of the community and developers to address controversial land use issues, as well as representing the Councilmember at key public hearings. Renee graduated from Loyola Marymount University with a degree in Political Science.

Kim Karie and Cheryl Richardson, The Karie Group. The Karie Group is a consulting firm specializing in governmental and public relations. President Kim Karie and Vice President Cheryl Richardson have more than 20 years experience each in their various specialized fields. The Karie Group enjoys a successful record in obtaining project approval and developing specific broad based community relations programs. Our client list is diverse - some past and current companies include The Edward Thomas Collection, Dimensional Fund, Equity Office Properties / Blackstone, Tishman Speyer, Hines Interest, Cushman Wakefield, The RAND Corporation, Saint John’s Hospital and Health Center, Bubba Gump Shrimp Company, Saint Monica Catholic Community, Shangri-la Hotel, The Macerich Company, Trammell Crow/ CBRE, The Art Institute of California, Pacific Park, The Welk Family Trust, OTO Development, MSD Capital/Fairmont Miramar Hotel, Bergamot Station and many others. The Karie Group has the expertise and ability to move forward quickly in identifying and understanding challenges that may confront a client and project. When issues are identified we are able to creatively advance into the strategic planning and implementation phases. We pride ourselves in our ability to follow a project from inception to completion as well as in successfully joining an existing team at any point in the process.

24 25 CONTRACTOR 909 N. Sepulveda Blvd., #400 DEVELOPMENT CONCEPT El Segundo, CA 90245 310-643-7900 / 310-643-6541 NARRATIVE [email protected]

W.E. O’NEIL THE STORY OF PLACE Since 1925, the construction industry has seen the steady growth of a company that embraces people as its best asset. Our award winning family of construction companies is recognized as an industry leader, bringing an impressive Bergamot Station has a story to tell. From its inception in 1875 as a stop on the Los Angeles and Independence history of experience to leverage on every project we undertake. From his humble beginnings as an office boy in the Railroad to its rebirth in 1994 as a thriving arts center, the location has been at the hub of both regional industry and early 1900’s at the architectural firm of Daniel H. Burnham, William E. O’Neil could not have imagined the world of cultural zeitgeist. Named for a wildflower native to North America that once flourished in the area, and having been a innovation and technology that has shaped the way we do business today at W. E. O’Neil. We exceed our clients’ locus of commerce and transit, Bergamot Station links Santa Monica’s position on the Pacific to the fertile creative life business objectives by utilizing what we have learned throughout our history and applying new technologies and of Southern California. modern construction techniques. All the way through this process of innovation and automation, one thing has remained constant throughout a century of change: the relationship between the client and contractor that is still based The next chapter of its story will be told through the design, implementation, and operation of the new Bergamot Sta- on the traditional family values instilled by our founder William E. O’Neil. tion Arts Center. The Center will interweave the most fundamental aspects of Bergamot’s identity and history with a reinvigorated district featuring expanded arts capacity, dynamic public spaces, and rigorously sustainable design to Established in 1985, W. E. O’Neil Construction Company of California has flourished into an award winning and make this cultural landmark even more prominent on the global stage. nationally ranked industry leader. Our foundation is rooted in our people and our commitment to quality, integrity and responsiveness to our clients’ needs. Through four generations of O’Neil family leadership and over 80 years of experience, the O’Neil name has been synonymous with quality professional construction services. With over 80% of our work coming from repeat clients, we place great value on the relationships our people develop with our clients. We recognize that communication is the cornerstone of these relationships; so, we listen and become partners in our clients’ building successes. The W. E. O’Neil Construction Company family of companies is structured to benefit our clients with the stability of a strong bonding capacity and financial security and localized regional expertise. Our parent company, O’Neil Industries, is headquartered in Chicago with operating units in Chicago, Tucson, Phoenix, Los Angeles and Denver.

Brian Ramsay, LEED AP, President. Mr. Ramsay started with W.E. O’Neil Construction Co. of California as a Project Engineer and established our high tech niche in design/build aerospace projects. He quickly progressed in the company and was promoted to Project Manager directing field operations and then to Project Executive. In 1999, Brian successfully oversaw the launching of a new regional subsidiary office located in Golden, Colorado and in 2003, a California subsidiary located in Ontario. In 2000, Brian was recognized by Heavy Equipment Magazine as a top leader in the industry. As President, Brian is responsible for strategic planning and the day-to-day operations of the Company. He reviews all preconstruction and construction activities to ensure effective and productive execution, provides leadership, ensures a cooperative spirit, establishes performance goals and monitors progress, and develops leaders. Brian received his Bachelor of Science in Civil Engineering from Clarkson College, Potsdam New York, and his Masters of Science in Civil Engineering from the University of Illinois.

Peter Cotugno, LEED AP, Senior Project Manager. Peter Cotugno has over 13 years of experience on several successful high profile projects. His excellent problem solving capability, leadership and communication skills in the field make Peter an in invaluable asset to any project team. As Project Manager, Peter coordinates all preconstruction and construction activities throughout the duration of the project and is in constant communication with the Owner and Architect. He is responsible for total on-site management of the project and supervision of field staff. Peter participates in bid preparation and works with the estimating team to prepare budget estimates and negotiates the purchase of subcontracts and materials, works with the Project Superintendent to develop the schedule, and prepares and administers the construction contracts, overseeing the superintendents and engineers. He monitors quality control and is the link between W.E. O’Neil’s field construction and the construction support team. Peter received his Bachelor of Science in Civil Engineering from the University of Illinois at Urbana-Champaign.

26 27 DEVELOPMENT CONCEPT — NARRATIVE DEVELOPMENT CONCEPT — NARRATIVE

As Bergamot Station reclaims its status as a transit hub and gateway to Santa Monica with the completion of the Metro Expo Line in 2015, the Arts Center will assume a greater profile as an urban destination and center for the new Berga- BARNSDALL PARK mot Transit Village. The first metro stop within city limits, Bergamot Station Arts Center will become a portal for all to GRAND PARK MUSIC CENTER engage with the arts community in Santa Monica. The design that we propose does not seek to enhance Bergamot Sta-

LACMA (FUTURE) DISNEY CONCERT HALL tion’s status at the cost of eradicating its long-standing industrial character, but rather intends to integrate and extend AMPAS MUSEUM REDCAT the best aspects of the current development, making it an even more potent nexus of creative and artistic communities, USC FILM SCHOOL BROAD ART MUSEUM FISHER GALLERY THE COLBURN SCHOOL UNIVERSITY EVENTS media and technology businesses, and dining and entertainment locales. USC GALLERIES & MOCA THEATERS GEFFEN TONGVA PARK SONY PICTURES STUDIO TOUR CALIFORNIA AFRICAN SANTA MONICA PIER HISTORIC CORE With the exciting new connections that will be created with the reintroduction of rail transit, and with the Center’s inte- AMERICAN MUSEUM GALLERIES & THEATERS gration in the urban fabric by way of the Bergamot Area Plan, our design re-envisions Bergamot Station as a preeminent bLAckwelder GALLERIES 7TH STREET / DOWNTOWN Santa Monica hub of cultural and commercial activity for the next one hundred years and beyond. 18TH STREET WASHINGTON GALLERIES ARTS CENTER DESIGN CONCEPT USC / EXPOSITION PARK

DOWNTOWN SANTA MONICA17TH STREET / SANTA MONICABERGAMOT COLLEGE PALMS CULVER CITY LA CIENEGA / JEFFERSON The goal of our design is to create a series of buildings and open spaces that establish an “International Platform for Art CONVENTION CENTER and Culture.” We hope to build on and enhance the original urban character of Bergamot Station in both construction GRAMMY MUSEUM LA LIVE and spirit, blending new construction with buildings retained on site, thus preserving the site’s industrial vernacular. STAPLES CENTER NOKIA EXPOSITION PARK Encompassing sustainable design practices—including a large solar array, storm-water collection, and use of recycled KIRK DOUGLAS THEATER NATURAL HISTORY MUSEUM building materials—the project would be a candidate for a LEED Gold designation. IVY SUBSTATION CALIFORNIA SCIENCE CENTER MAYME A. CLAYTON LIBRARY & MUSEUM IMAX THEATER AT CALIFORNIA SCIENCE CENTER ROSE GARDEN MAKE AN INTERNATIONAL PLATFORM FOR ART 26TH STREET SANTA MONICA CULVER CITY LOS ANGELES

Expo Line Regional Art Connections

REGIONAL CONNECTIONS TO THE ART COMMUNITY

Palais de Tokyo Corso di Como Art Basel

MOCA Natural History Museum California Science Center

LACMA Culver City Galleries La Cienega Galleries Goal: To create a place that will act as a platform for art and culture.

28 29 DEVELOPMENT CONCEPT — NARRATIVE DEVELOPMENT CONCEPT — NARRATIVE

Our concept takes inspiration from traditional urban train stations, seeking to enhance the drama of arrival at a cultural destination. The orientation of the new buildings—set on a diagonal, slightly skewed rather than parallel to the east- FUTURE METRO STATION // EXPO LINE west artery of Olympic Boulevard—will allow for a grand entry point adjacent to the platforms of the Expo Line. Here, visitors will enter a long Garden Concourse, inspired by voluminous public halls in train stations around the world, a trellis-covered corridor whose organic and airy aesthetic will provide a social meeting ground and an avenue of communication between outdoor and indoor arts venues.

The breezy green spaces of the Garden Concourse intersect three significant visitor access points: Sunset Pocket Park, nearest the corner of Olympic and 26th, where descending transit passengers will enter the site; the Bergamot Com- mons, which gives pedestrian access from both the Expo Line Station and the proposed mid-block crosswalk at Olym- pic Boulevard, and abuts the new Santa Monica Museum of Art; and Amphitheatre Plaza, where visitors will enter from Michigan Avenue to below-grade parking and where a generous public plaza will accommodate varied activities, from theatre performances and film screenings to casual social gatherings or large events. The concourse also transects two Outdoor Art Labs along its route, where gallery activity can spill outdoors and rotating site-specific installations can further enhance the vision of the Bergamot Arts Center. 26TH STREET 1. Connect the major pedestrian public spaces: pocket park at Olympic & 26th, and a new plaza 26TH STREET

MICHIGAN AVE

FUTURE METRO STATION // EXPO LINE

Train station Industrial building Bergamot Station

26TH STREET 26TH STREET 2. Orient industrial building system with pedestrian connection.

MICHIGAN AVE Plaza Garden Concourse Pocket Park FUTURE METRO STATION // EXPO LINE FUTURE METRO STATION // EXPO LINE

BUILDING “B”

MUSEUM

HOTEL

AMPHITHEATER

26TH STREET 26TH STREET 3. Make secondary public spaces to respond to off site pedestrian connections. 4. Locate key anchor programs on the site. MICHIGAN AVENUE 30 31

MICHIGAN AVE

MICHIGAN AVE DEVELOPMENT CONCEPT — NARRATIVE DEVELOPMENT CONCEPT — NARRATIVE

HOTEL The main building in the Art Center is a simple yet sophisticated matrix of industrially inspired spaces that maintain the low-slung nature of the current complex. Building on Bergamot Station’s existing character yet dramatically increasing the available space for arts organizations and other tenants, our design aims for programmatic flexibility, foreseeing spaces that can adapt to individual tenant needs and evolving cultural conditions. By maintaining the current building MUSEUM type in the new facility, existing and future arts programs can comingle and distribute themselves across the site in any number of ways, according to how the Center develops in the future. This building strategy will allow all tenants to have “front doors” at grade, further concentrating all pedestrian activity around the public open spaces.

Emerging from the low roof-line like wings of a bird taking flight, are two notable buildings—the Hotel and the Mu- seum—which will act as powerful foci of activity, part of the whole yet distinct in their architectural articulation. From the roof decks of both structures, visitors will get unobstructed panoramas of the Santa Monica Mountains and Pacific Ocean with views stretching south to Palos Verde. Both of these buildings will activate the surroundings with dramatically different day and night conditions, permeable to natural light by day and aglow like paper lanterns at an urban AMPHITHEATER scale by night. The Hotel “folds up” at the southwest corner of the site and asserts a distinct presence along the street edge, its vertical louvers creating a striated lighting effect. Along the Museum’s curving flank, abutting Bergamot Com- Butler building system used to create maximum art space flexibility and reinforce low building profile. mons, its facade alternates between opacity and translucency, then lifts up the veil at the corner to allow a ground-level peek at the exhibitions inside. At night, it will act as a beacon, both luminous and enticing. Further accentuating the Center’s nocturnal character are the transparent pavers incorporated into the white pathways, which will shed natural HOTEL light to the underground parking by day, and by night illuminate from below in a pixilated matrix.

Green walls, hanging vines, sculptural succulent beds, native grasses and wilflowers like Bergamot orange trees are some of the landscaping elements that will bring color and reintroduce elements of native flora to the site. Plantings in MUSEUM the open spaces will create an alluring counterpoint to the industrial building vocabulary, yet without impinging on the capacity of these spaces to serve a variety of purposes, most significantly as the venue for the outdoor cultural events subsidized by the sustainable Arts Program Plan. The centerpiece of the outdoor venues is the new Amphitheater. Nested in a deep valley created by the roof-line of surrounding low buildings diving down to meet the plaza, the open- air venue is comprised of a grassy incline that can accommodate 200+ spectators for performances. A pneumatic wall will elevate and descend from below the plaza level as needed to serve as a backdrop for theater or a screen for film. The grassy area forms an oasis of repose within the urban complex, which might just as often simply act as an area for ad hoc picnicking or sunning.

AMPHITHEATER

Industrial roof layered over butler building system for maximum area for solar array and storm water collection.

HOTEL

MUSEUM

AMPHITHEATER

Industrial roof system folded up and over anchor programs to cover and sculpt landmark buildings and spaces. The nature of anchor programs is reflected in the expression of each building facade and cladding.

32 33 DEVELOPMENT CONCEPT — NARRATIVE DEVELOPMENT CONCEPT — NARRATIVE

White pathways looping around buildings and across outdoor spaces visually direct pedestrian circulation while they allude to Bergamot Station’s history as a junction of rail and trolley lines. As one follows these circuits along the edge of the campus, two long pedestrian corridors draw visitors past the zigzagging facades of galleries and other tenant spaces. On the north-east side, the Art Walk provides access from Stewart Street and extends the existing art walk concept from the adjacent Agensys property. To the south-west, we have introduced Saw Tooth Alley, which runs from Amphitheater Plaza to 26th Street, creating an open space between the Arts Center and the privately held buildings that are part of the current Bergamot Station complex.

Within the Arts Center, pedestrian shortcuts connect multiple smaller open areas; several of these Outdoor Art Labs will serve as more intimate courtyard spaces available for tenants, informal social gatherings, or temporary art installations.

Our design maintains—but modernizes—the existing Building B. The building is approximately 30,000 square feet, which accounts for 39% of the existing building area. In our view, maintaining a portion of the property intact is critical to respecting the past and building for the future. The adaptive reuse of the existing building will improve them to en- Circulation Diagram : FIRE VEHICLE PEDESTRIAN / BIKE Expo Line Big Blue Bus sure a sustainable and comfortable occupancy by tenants and visitors, while ensuring historic preservation of architec- FIRE VEHICLE PEDESTRIAN / BIKE Expo Line Big Blue Bus tural elements. Within the single-story, double-height of the Arts Center, a new mezzanine level will provide for more contemporary commercial requirements. Certain existing structures (Building A and Building E) will be dismantled, but usable elements will be singled out for reuse on site within the new construction. Elements of the new buildings, such as the facade and the subtle shadows cast by the mezzanines, will recall the presence of Building A and Building E—like a palimpsest attesting to Bergamot Station’s former incarnation.

Code-required parking for the site is accommodated in a single below-grade structure. This strategy allows for mini- mum shoring and will provide easy and direct access for Arts Center visitors. Fire vehicle access is provided by a new fire lane on the south side of the site, which also wraps around the east side to provide access to Building B. Limited access for service vehicles will be available from the fire lane. Vehicular control will be maintained by retractable bollards.

Arts Opportunities Diagram LARGE SCULPTURE SMALL SCULPTURE HANGING SCULTPURE LAB SPACE ART WALL MEDIA WALL PERFORMANCE

LARGE SCULPTURE SMALL SCULPTURE HANGING SCULTPURE LAB SPACE ART WALL MEDIA WALL PERFORMANCE

BUILDING E BUILDING B

BUILDING A

Existing Building Diagram Night rendering of pathways in the paving, lit from the below grade parking garage.

34 35 DEVELOPMENT CONCEPT — NARRATIVE DEVELOPMENT CONCEPT — NARRATIVE

SUSTAINABLE DESIGN

While we are fully engaged in producing high-quality design, we have paid close attention to the efficiency of the building’s operation and layout. Given the symbolic nature of the building and its future importance to the City of Santa Monica, we have made every effort to ensure that it will be flexible, adaptable, attractive, and viable for years to come.

Sustainable development requires balancing the fulfillment of human needs with the protection of the natural environment. Green Building entails creating buildings and infrastructure that minimize the use of resources, reduce harmful N effects on the natural world, and provide healthier environments for people. We are committed to utilizing sustainable planning and development techniques, aiming to build the project to a LEED Gold standard. HEAT DISCHARGE VENTILATION

Specific sustainable goals include:

• All rainwater will be collected and filtered to be used throughout the project for irrigation. • An extensive rooftop array of solar panels will aspire to produce enough energy for the building to break even. • Inspired by the Bullitt Center in Seattle, WA, we would look to include a kiosk that would display real-time measurements of the building’s indoor air quality, energy consumption, photovoltaic power production, and water levels. • Material from the dismantled existing buildings will be sorted and reused when possible in the new design. • Tenant spaces will enjoy natural ventilation and lighting.

N • Landscape design features drought-tolerant and native plant species. • Roofing materials will be reflective or light colored for additional energy benefits.

NATURAL COOLING • The hot-water system will be solar heated.

In summary, in addition to LEED standards, we have studied Santa Monica’s Green Building Code and will incorporate it into the entire development process. We are excited about the opportunity to create a building that provides aesthetic appeal and high functionality while staying sensitive to the natural and built environment.

SOLAR ENERGY - PHOTOVOLTAIC & HOT WATER

N STRUCTURE - BUTLER SYSTEM

STORM WATER COLLECTION

36 37 DEVELOPMENT CONCEPT — NARRATIVE DEVELOPMENT CONCEPT — NARRATIVE

RTER MILE (30-40 M QUA INU REE TE W TH AL K) LANDSCAPE DESIGN

WESTWOOD PARK The Arts Center is the heart of the new Bergamot Transit Village. Given the enhanced role of this site within the com- ILE (15-20 MINU LOS ANGELES NATIONAL VETERANS PARK LF M TE HA WA munity, the public open space created within the project has been designed to serve as a “town square,” with the low- LK ) slung buildings focusing all tenant entries on the ground level around these outdoor spaces. Maximizing the activation

(5-1 17TH STREET / SM COLLEGE MILE 0 MI of public space in this way will foster a vibrant urban life within the Center and the entire area. Incorporating seven ex- ER NU DOUGLAS PARK RT TE A W isting and proposed green public open spaces, our proposal for the Arts Center focuses on providing an experience that U A Q L BROADWAY K STONER RECREATION PARK ) COLORADO CENTER ROOSEVELT ELEMENTARY is uniquely “Bergamot” in spirit and civic in nature, building on the historic pedigree of the site and its location within

EXPO LINE the industrial neighborhood of the City of Santa Monica. With lush growing elements integrated throughout the site, EXPO / BUNDY EXPO / SEPULVEDAWESTWOODPALMS / RANCHO PARK EXPO BUFFER PARK CHRISTINE EMERSON REED PARK the landscape design nonetheless foregrounds event space for the Arts program and social activities, while introduc- DOWNTOWN SANTA MONICA STEWART STREET PARK ing passive green spaces which are transformable for a variety of uses, such as the planted Amphitheater and Gallery EUCLID PARK MEMORIAL PARK Row with its grassy fire lane. With the opening of the new Expo Line, the Arts Center will be an active urban hub for the

VIRGINIA AVE PARK community, functioning as a regional gateway.

MAR VISTA RECREATION CENTER CLOVER PARK Landscape elements will act as a marker of time, creating a sense of continuity with the past. In contrast to the new TONGVA PARK SANTA MONICA PARK PALISADES PARK VENICE RESERVOIR SITE construction, large and mature plants will bring a sense of permanence to the new Arts Center; for instance, trees will JOSLYN PARK SANTA MONICA PIER be heritage-sized specimens of at least 20 to 30 feet in height. Elsewhere, plant material will appear as if it has broken HOTCHKISS PARK LOS AMIGOS PARK through the paving to establish itself in and around the buildings, creating a soft, organic edge to the industrial character of the architecture. Carefully selected plant species will provide seasonal color and a sense of urban overgrowth Adjacent public green space diagram...Bergamot Station Arts Center will be the “Town Square” for the Transit Village. found in the older, more authentic parts of the city where nature and industry have begun to comingle due to the trans- formation of the original industrial fabric into a more urban mixed-use public environment.

The plants will be a selection of species linked to the history of the region. The landscape is inspired by the idea of an accidental ecology based on the spread of the southern California agricultural species falling off the train cars along the freight rail system. Citrus, olives, and grapes were all transported along historic freight lines and may have grown in a diverse mixture along the lines as produce fell from passing trains.

Vine covered concourse Olive grove Citrus grove

OLYMPIC POCKET PARK

GARDEN CONCOURSE

SAW TOOTH ALLEY BERGAMOT ART LAB SPACES COMMONS

GALLERY ROW AMPHITHEATER PLAZA

Landscape planting diagram Public open space diagram SAWTOOTH ALLEY OUTDOOR ART LAB SPACES AMPHITHEATER GARDEN CONCOURSE OLYMPIC POCKET BERGAMOT COMMONS GALLERY ROW PLAZA PARK 38 39 DEVELOPMENT CONCEPT — NARRATIVE DEVELOPMENT CONCEPT — NARRATIVE

SUMMARY OF SITE OBJECTIVES AND CONDITIONS 5. Parking for the development should consider LUCE parking approaches and shared parking opportunities. (Please note: The Bergamot Area Plan proposes parking ratios of 2.0 per 1,000 SF for commercial –e.g. art galleries, retail, 1. The development must include at least 75,000 square feet of arts-related space (equivalent to the art use square creative office, restaurants, and 0.8/room for the hotel use. Please refer to the Santa Monica Municipal Code for -ex footage currently on-site) that is affordable to non-profit cultural arts organizations and for-profit art galleries, with isting requirements). Parking that is exclusively reserved for the development’s tenants should be minimized, while emphasis on retaining existing Bergamot Station Arts Center tenants and providing space for the Santa Monica Mu- shared parking should be maximized. Parking needs for cyclists will also need to be considered for the development seum of Art. The City defines affordable lease rates as follows: A0 affordable lease rates for non-profit cultural uses (e.g. community bike share, short term and long term secure parking). are discounted at 60% of the area’s commercial fair market lease rate and b0 affordable rental rates for for-profit art galleries at approximately 35% of the area’s commercial fair market lease rates. Parking for the project is provided on site through a single below-grade-level structure that lies under the new buildings, which, with 442 spaces, complies with the required two spaces per 1000 sq. ft. of development. Bicycle parking Our proposal for a new Bergamot Station Arts Center provides for 75,000 sq. ft. of arts-related occupancy in the existing is provided at street level along Saw Tooth Alley to make access user-friendly and promote intermodal transportation Building B and the new planned construction. This design provides for flexibility to address tenant requirements within connections (we would also engage with Metro in order to increase the bike parking). A bike center has been provided the property and favors a natural distribution of arts organizations throughout the site rather than relegating arts-related just off Saw Tooth Alley, adjacent to the Hotel, to provide visitors and the community an opportunity to rent bikes for spaces to only one designated area within the Center. Intending to promote connection between the various uses and exploring the neighborhood and connecting to the city at large. tenants, a single-story structure also holds the advantage of promoting a strong indoor-outdoor relationship, with gallery activities spilling over into the plaza spaces and light and air circulating easily to maximize the benefits of the temperate 6. The development must produce ground lease payments for the City. It is the expectation that the lease rates will climate. be based upon fair market values taking into consideration the other development objectives.

2. The Development shall include open space, infrastructure and other amenities to support public access to the light Our development plan establishes a ground-lease proposal (elaborated in section E), based on fair market values and rail station as well as improving the environment and functionality of the Site. Several examples of community pre- our team’s development objectives, which will create and subsidize a self-sustaining Arts Program that will evolve with ferred infrastructure improvements include: upgrades to existing buildings and facilities; a network of flexible open the Arts Center over time. space to accommodate outdoor events and gatherings; landscaping and lighting improvements; and bicycle facilities, including bike parking, a small Bike Center or bike share docking station. 7. The development must exemplify exceptional architecture and sustainable design and construction as well as have a focused transit-oriented development approach to design, site layout and view corridors. The new design offers open public spaces at multiple scales that create opportunities for fronting open space to all tenants. Open space in the new development draws inspiration from the existing corridors and courtyards found on site, We are committed to utilizing sustainable planning and development techniques on the proposed project, aiming for while providing new more generous and accommodating public spaces to serve the needs of a world-class Arts Center. a LEED-Gold designation. The extensive roof area of the proposed buildings would enable a large solar array that will New public open spaces include an amphitheater, a plaza, a pocket park, a bike center, and a vine-covered concourse, provide substantial energy benefits as well as the ability to capture and collect rainwater on site. By reusing construc- exceeding the objectives of the RFP. tion materials repurposed from the existing buildings as well as additional recycled building material for the new construction, we would further seek to reduce our resource use. We would strive to produce an aesthetically compelling 3. The development shall maximize the preservation of existing buildings, where feasible. Retaining the character of complex that maintains high functionality while minimizing impacts on the natural and built environment. the arts center is very important to the community and City. In particular, Building B has been deemed the most important for conservation purposes as it would be difficult to replace due to its location on the Site’s property lot line. 8. The development must exemplify the concepts identified in the Bergamot Area Plan process. Conceptualization and design of the site must be coordinated with the area planning process to ensure that each process informs the The preservation and renovation of Building B will include retrofitting electrical, mechanical, and insulation systems. An other. additional mezzanine level will be installed for the length of the building at its center to provide additional floor space without adding to the footprint. Buildings proposed for removal will be memorialized in the design of the mezzanine ar- The design for the Bergamot Station Arts Center is based on our understanding of the proposed Bergamot Area Plan. eas throughout the site, in order to preserve the traces of Bergamot Station’s past. All new buildings, with the exception Our team will continue to coordinate with the public process established in the Area Plan Implementation section. of the Museum and Hotel, have been designed as additional warehouse spaces, building on the existing vernacular of the site, thus keeping with the objectives outlined in the RFP.

4. The development should incorporate additional uses which support the Site as a cultural destination, including evening and weekend activation and uses the help generate revenue for the development. These uses should include a hotel, restaurant/bar, share community meeting room/performance space and could also include creative office and cultural uses the will maximize market opportunities and create a vibrant development.

New venues will include a 93-room hotel, a full-service restaurant, a bar, a coffee stand, and a café. These dining and service accommodations have been distributed across the site, each serving as an anchor activating one of the primary public spaces throughout the course of the day and into the night. The new design incorporates the Culture Lab in the main Amphitheater Plaza, a venue for community engagement in the form of lectures, meetings, and art-making programs—integral activities of this vibrant new cultural district.

40 41 DEVELOPMENT CONCEPT — NARRATIVE

DEVELOPMENT PROGRAM

Summary of Uses and Floor Areas Total Site Area 221,264 sq. ft. Allowed FAR 1:1 Total Buildable Area 221,264 sq. ft. Total Project Building Area 221,264 sq. ft. Total Commercial Arts Related 75,000 sq. ft.

Non-Profit Cultural Tenants @ 40% of Market Rate

Museum 20,000 sq. ft. KCRW 1,000 sq. ft. CalArts 2,000 sq. ft. Non-Profits (TBD) 2,000 sq. ft. Culture Lab 5,000 sq. ft.

Commercial Cultural Tenants @ 65% of Market Rate

Contemporary Art Galleries 45,000 sq. ft.

Total Other Commercial 146,264 sq. ft. Hotel- 95 rooms 68,777 sq. ft. Restaurant/Café/Bar 18,000 sq. ft. Creative Office/For Profit Galleries 59,487 sq. ft.

Total Public Open Space 64,900 sq. ft.

Public Open Space Installations, Cultural Events, Programs

Amphitheater 5,500 sq. ft. (seating for 200+ people) Amphitheater Plaza 7,500 sq. ft. Bergamot Commons 8,000 sq. ft. Sunset Pocket Park 2,000 sq. ft. Outdoor Art Labs 1 & 2 2,100 sq. ft. Garden Concourse 12,000 sq. ft. Saw Tooth Alley 10,500 sq. ft. Gallery Row 17,300 sq. ft.

42 26TH STREET

OLYMPIC BLVD DEVELOPMENT CONCEPT CONCEPTUAL PLANS

26TH STREET

OLYMPIC BLVD

26TH STREET

26TH STREET MICHIGAN AVE

MICHIGAN AVE

N hotel museum artist space 50 150 300 N comercial scale = 1:50 food / beverage hotel museum

26TH STREET artist space 50 150 300 GROUND FLOOR PLAN comercial BERGAMOT STATION | PRO13_02 | APRIL 19, 2013 43 scale = 1:50 food / beverage

MICHIGAN AVE

GROUND FLOOR PLAN BERGAMOT STATION | PRO13_02 | APRIL 19, 2013 N hotel museum arts 50 150 300 commercial scale = 1:50 food / beverage

SECOND FLOOR PLAN BERGAMOT STATION | PRO13_02 | APRIL 19, 2013 DEVELOPMENT CONCEPT ROOF DECK (+60’-0”) CONCEPTUAL PLANS

POOL

AMENITY DECK

HOTEL PL ANS B ERGAM O T S TAT ION | P R O13_ 02 | MAY 1 , 2013 FIFTH FLOOR (+48’-0”) FOURTH FLOOR (+36’-0”)

MUSEUM PL ANS HOTEL PL ANS B ERGAM O T S TAT ION | P R O13_ 02 | MAY 1 , 2013 B ERGAM O T S TAT ION | P R O13_ 02 | MAY 1 , 2013 FOURTH FLOOR (+36’-0”) THIRD FLOOR (+24’-0”) OPEN FOR MORE

STAIR/ELEVATOR TO GARDEN CONCOURSE

MUSEUM PL ANS STAIR/ELEVATOR TO HOTEL PL ANS B ERGAM O T S TAT ION | P R O13_ 02 | MAY 1 , 2013 HOTEL LOBBY B ERGAM O T S TAT ION | P R O13_ 02 | MAY 1 , 2013 THIRD FLOOR (+24’-0”) LOBBY SECOND FLOOR (+12-0”) OFFICE GARAGE NATURAL LIGHT FROM ABOVE STAIR/ELEVATOR TO GALLERY ROW MEETING ROOM

FITNESS CENTER STAIR/ELEVATOR TO GARDEN CONCOURSE

SERVICE

MUSEUM PL ANS B ERGAM O T S TAT ION | P R O13_ 02 | MAY 1 , 2013 LOBBY

LOBBY HOTEL PL ANS OFFICE B ERGAM O T S TAT ION | P R O13_ 02 | MAY 1 , 2013 SECOND FLOOR (+12’-0”) FIRST FLOOR (+0’-0”) MEETING ROOM

FITNESS CENTER

LOBBY SERVICE SERVICES & LOADING GIFT SHOP

SERVICES & LOADING RESTROOMS SERVICE & GUEST AMENITIES GIFT SHOP N RESTROOMS GALLERY ROOMS GALLERY OFFICES OFFICES SERVICE

MUSEUM PL ANS 0 80’ 240’ SERVICE & GUEST AMENITIES HOTEL PL ANS B ERGAM O T S TAT ION | P R O13_ 02 | MAY 1 , 2013 ROOMSHOTEL MUSEUM B ERGAM O T S TAT ION | P R O13_ 02 | MAY 1 , 2013 SERVICE MUSEUM PL ANS 44 B ERGAM O T S TAT ION | P R O13_ 02 | MAY 1 , 2013 45 HOTEL PL ANS B ERGAM O T S TAT ION | P R O13_ 02 | MAY 1 , 2013 DEVELOPMENT CONCEPT DEVELOPMENT CONCEPT CONCEPTUAL PLANS CONCEPTUAL PLANS

Garage Level Plan

• One level below grade parking structure • Capacity: 381 spaces • Cast-in-place glass lenses in the paving above provide natural light into the garage • Tandem spaces will be operated by a Valet • Exist stairs and elevators connect to Garden Concourse and Gallery Row OPEN FOR MORE EXPO LINE STATION

SUNSET POCKET PARK EXISTING BUILDING B- COMMERCIAL

CAFE MUSEUM RESTAURANT BERGAMOT COMMONS COMMERCIAL GARDEN CONCOURSE GIFT SHOP GALLERY ROW LOBBY HOTEL HOTEL PARKING LOBBY STORAGE/ CAFE TRASH BIKE STATION COMMERCIAL BAR COMMERCIAL CULTURE LAB SAW TOOTH ALLEY PLAZA AMPHITHEATER

26TH STREET

0 80’ 240’

46 47 DEVELOPMENT CONCEPT DEVELOPMENT CONCEPT CONCEPTUAL PLANS CONCEPTUAL PLANS

Ground Level Plan

• The design builds on the existing history of the site as well as industrial buildings like the Existing Building B • Bergamot Station Arts Center is the “Town Center” of the Transit Village, not a park • Garden Concourse connects Sunset Pocket Park with the Amphitheater Plaza • Low butler building strategy provides every tenant a front door, at grade, and fronting on public open space

OPEN FOR MORE • Museum and Hotel are designed to transform from day to night

• The landscape is designed as a counter point to the industrial buildings by EXISTING BUILDING B- COMMERCIAL

introducing a “wildness” into the urban environment OPEN BELOW RESTAURANT LOBBY OFF MUSEUM MEETING COMMERCIAL FITNESS SERVICE OPEN BELOW COMMERCIAL OPEN BELOW COMMERCIAL COMMERCIAL COMMERCIAL AMPHITHEATER OPEN BELOW

26TH STREET

0 80’ 240’

48 49 DEVELOPMENT CONCEPT DEVELOPMENT CONCEPT CONCEPTUAL PLANS CONCEPTUAL PLANS

Mezzanine Level Plan

• Mezzanine spaces are provided to allow for different types of spaces • Mezzanines offer dynamic use of double height industrial spaces • Buttler building system creates a low architectural expression that keeps the focus on activating the ground plane and purblic spaces OPEN FOR MORE

50 51 DEVELOPMENT CONCEPT DEVELOPMENT CONCEPT CONCEPTUAL PLANS CONCEPTUAL ELEVATIONS

Physical Model

MODEL SHOT 1 OPEN FOR MORE OPEN FOR MORE FOR OPEN

52 53 SOUTH ELEVATION

54 55 OPEN FOR MORE FOR OPEN

LOOKING EAST FROM THE CORNER OF OLYMPIC BOULEVARD AND 26TH STREET

56 57 NORTH ELEVATION

58 59 OPEN FOR MORE FOR OPEN

VIEW LOOKING EAST FROM THE CORNER OF OLYMPIC BOULEVARD AND 26TH STREET

60 61 WEST ELEVATION EAST ELEVATION

62 63 RENDER 01 RENDER 04 RENDER 07

RENDER 02 RENDER 05 // day and night RENDER 08 // day and night

RENDER 03 // day and night RENDER 06 RENDER 09

LOOKING EAST FROM THE CORNER OF OLYMPIC BOULEVARD AND 26TH STREET

64 65 RENDER 01 RENDER 04 RENDER 07

RENDER 02 RENDER 05 // day and night RENDER 08 // day and night

AMPHITHEATER PLAZA, LOOKING NORTHWEST

66 67

RENDER 03 // day and night RENDER 06 RENDER 09 RENDER 01 RENDER 04 RENDER 07

RENDER 02 RENDER 05 // day and night RENDER 08 // day and night

RENDER 03 // day and night RENDER 06 RENDER 09

AMPHITHEATER, LOOKING WEST INTO PLAZA AND GARDEN CONCOURSE

68 69 RENDER 01 RENDER 04 RENDER 07

RENDER 02 RENDER 05 // day and night RENDER 08 // day and night

RENDER 03 // day and night RENDER 06 RENDER 09

AMPHITHEATER AT NIGHT, LOOKING WEST INTO PLAZA AND GARDEN CONCOURSE

70 71 RENDER 01 RENDER 04 RENDER 07

SAW TOOTH ALLEY, LOOKING WEST

72 73 RENDER 02 RENDER 05 // day and night RENDER 08 // day and night

RENDER 03 // day and night RENDER 06 RENDER 09 TYPICAL INTERIOR VIEW, ART/CULTURAL SPACE

74 75 RENDER 01 RENDER 04 RENDER 07

RENDER 02 RENDER 05 // day and night RENDER 08 // day and night

HOTEL, LOOKING NORTHEAST FROM 26TH STREET

76 77

RENDER 03 // day and night RENDER 06 RENDER 09 RENDER 01 RENDER 04 RENDER 07

RENDER 02 RENDER 05 // day and night RENDER 08 // day and night

HOTEL AT NIGHT, LOOKING NORTHEAST FROM 26TH STREET

78 79

RENDER 03 // day and night RENDER 06 RENDER 09 RENDER 01 RENDER 04 RENDER 07

RENDER 02 RENDER 05 // day and night RENDER 08 // day and night

RENDER 03 // day and night RENDER 06 RENDER 09

SUNSET POCKET PARK, LOOKING EAST TOWARD MUSEUM AND GARDEN CONCOURSE

80 81 RENDER 01 RENDER 04 RENDER 07

GARDEN CONCOURSE, LOOKING EAST

82 83 RENDER 02 RENDER 05 // day and night RENDER 08 // day and night

RENDER 03 // day and night RENDER 06 RENDER 09 RENDER 10 RENDER 11

TYPICAL PEDESTRIAN CONNECTION THROUGH COMMERICAL BUILDING

84 85 RENDER 01 RENDER 04 RENDER 07

RENDER 02 RENDER 05 // day and night RENDER 08 // day and night

MUSEUM AND BERGAMOT COMMONS, LOOKING SOUTHWEST FROM OLYMPIC BOULEVARD

86 87

RENDER 03 // day and night RENDER 06 RENDER 09 RENDER 01 RENDER 04 RENDER 07

RENDER 02 RENDER 05 // day and night RENDER 08 // day and night

MUSEUM AND BERGAMOT COMMONS, AT NIGHT, LOOKING SOUTHWEST FROM OLYMPIC BOULEVARD

88 89

RENDER 03 // day and night RENDER 06 RENDER 09 RENDER 10 RENDER 11

MUSEUM INTERIOR VIEW OF SECOND FLOOR GALLERY

90 91 RENDER 01 RENDER 04 RENDER 07

RENDER 02 RENDER 05 // day and night RENDER 08 // day and night

RENDER 03 // day and night RENDER 06 RENDER 09

GALLERY ROW, LOOKING WEST TOWARD MUSEUM AND BERGAMOT COMMONS

92 93 RENDER 01 RENDER 04 RENDER 07

RENDER 02 RENDER 05 // day and night RENDER 08 // day and night

RENDER 03 // day and night RENDER 06 RENDER 09

AMPHITHEATER, LOOKING WEST TOWARDS PLAZA, GARDEN CONCOURSE, HOTEL, AND MUSEUM

94 95 DEVELOPMENT CONCEPT PARKING

The project will include 442 parking stalls. 381 stalls will be included in a subterranean garage built beneath the project. There will be approximately 61 stalls located at-grade throughout the project. The Development Teams has underwritten the parking requirements based on the City code and requirements. We are including additional stalls beyond the basic code requirement to facilitate the anticipated parking demand at the project. We have allocated the spaces as follows:

AREA/ROOMS TOTAL STALLS PARKING RATIO

93 74 .8 stalls per room

16,265 65 4.0 stalls for 1,000 SF of area

7,500 44 6.0 stalls for 1,000 SF of area

53,722 109 2.0 stalls for 1,000 SF of area

75,000 150 2.0 stalls for 1,000 SF of area

The Development Team is planning on implementing Best Practices in parking for this project. This will include parking access revenue control systems, staffing, parking rates, signage, advertising, sustainability, security and customer service related items for the Bergamot Station Arts Center parking facility. The Development Teams vast experience in the real estate and parking management realm will demonstrate our ability to provide a high level parking operation for our guests. The garage will be operated 24 hours per day, seven days a week based on demand.

The garage will be operated using automated parking revenue control equipment. This entails Pay-on-Foot (POF) machines strategically placed in high foot traffic areas, where transient parkers can pay for their parking using cash or credit/debit cards. Monthly parkers will utilize an Automatic Vehicle Identification (AVI) system. This system provides a more customer friendly, safer, and more expeditious experience while improving security. Although the parking will utilize an automated system, the Development Team anticipates that the property will still support a parking manager to ensure that all users are serviced and can interact with a person when necessary.

The Development Team anticipates a well-defined customer service programs could include vehicle lock out assistance, dead battery assistance, air for tires, and escort to your vehicle (upon request). In addition to the aforementioned, the BSAC parking facility will have a bicycle center with lockers, bike supplies, ability to inflate tires, showers, bike storage, and light rail schedules.

96 97 DEVELOPMENT CONCEPT COMMERCIAL LEASING FOR CREATIVE OFFICE SPACE

Overall Vision We will achieve integration and synergy among all land uses and tenants at the Arts Center to reinforce the project’s overall identity and serve a visitor profile that demands a consumer experience commensurate with their gallery, cultural programming and museum experiences. We are confident that the Arts Center’s “360” arts, culture and design focus will be the ideal setting to attract top-tier creative companies, art and design retailers and respected brands in the culinary arts. We anticipate that a large percentage of weekday visitors will be drawn from surrounding offices and campuses for lunch breaks, work group brainstorming, gift-shopping and after-work stimulation. The Arts Center will provide much-needed amenities for this clientele.

The development concept includes over 60,000 SF of leased commercial space distributed throughout the campus, with prominent positioning facing Santa Monica’s gateway Expo Line station. We plan for this construction to be LEED Silver-certified.

Creating and marketing a fluid cultural and consumer experience for visitors and customers requires a strong curatorial role in tenant selection. Therefore, we propose to provide 20,000 SF of retail space in addition to subsidized gallery space described in the Arts Management Plan, over 16,000 SF of food and beverage space and over 40,000 SF of creative office space.

Retail Tenants (20,000 SF) See Arts Management Plan section: Commercial For-Profit Cultural Tenants

Food & Beverage Tenants (16,000+ SF) 26 Restaurants will spotlight some of the city’s most talented chefs, focusing on artisanal ingredients and farm-to-table menus, with emphasis on freshness, seasonality and local ingredient sourcing. The development team is also in conversation with successful downtown Los Angeles and East Side restaurateurs and food service professionals who are interested in expanding their operations on the West Side. Los Angeles’ leading hospitality designers and architects will Mobi Street Food Park lend their vision to interiors and exteriors. A Complete Platform We envision an onsite fresh herb and vegetable garden, grown and harvested by chefs and mixologists, developed in dishes and drinks served. Bar programs will be elevated, featuring artisanal wines, craft beers and hand-crafted cock- Rentable Non Rentable Power Transformers, tails. Our proposed site design and our partnership with KCRW offer the opportunity for a complementary calendar of Electrical Control Panels Food Storage Cold Storage culinary arts programming, with kitchen incubators, pop-up culinary spaces, meet-ups, cookbook signings and demon- Units Units Office and Natural Gas Lines strations and food truck festivals. Truck Spots (1 thru 10) 1 2 3 4 are rentable for vending as well as overnight parking. For illustrative purposes: the following are food and beverage operators with whom we have had preliminary discussions regarding an Arts Center presence: A B Cleaning Stations (A & B) 5 include commercial washers, mop sink, and hot/cold water • Animal • Seven Grand • Bergamot Café • Son of a Gun Modular Enclosed Area Cleaning Stations provides communal tables, • Bestia • Stumptown Coffee Waste/Recycle Bins stage and TV entertainment, • Handsome Coffee Roasters • Sweet Rose Creamery 6 and an enclosable • Huckleberry • The Varnish temperature-controlled • Mobi Munch food truck parks Restrooms environment which shields 10 9 8 7 customers from inclement weather and preserves natural light and outside visibility. Rentable Rentable Culinary Modular Umbrella Open Bar Dry Food Commercial “Pop-up” Enclosed Seating Area Storage Kitchen Retail Area Area Units Spots Mobi Munch, Inc.

98 99 DEVELOPMENT CONCEPT — COMMERCIAL LEASING FOR CREATIVE OFFICE SPACE DEVELOPMENT CONCEPT — COMMERCIAL LEASING FOR CREATIVE OFFICE SPACE

Creative Office Space Tenants (40,000+ SF) The Market We are in full agreement with the Bergamot Area Plan’s extensive discussion, and resulting goals and policies to enhance Industry Partners has direct experience with twelve neighboring competitor properties. Review of the market reveals the already strong market for creative industries in that area of Santa Monica. The development team envisions deliver- 100% occupancy in Santa Monica. Clearly, the market demand in the environs is present for construction of an addi- ing true warehouse-model creative office space, including parking and highly desirable amenities. The prime location of tional 40,000+ SF of creative office space such as that described above. a transit gateway to Santa Monica that is also proximate to freeway access, enables an easy connection for commuting and convening.

Leasing and Marketing Strategy: Our specialization and our leasing strategy are based on creating a culture and framework for deep synergy in our tenant mix; a film editor next to a writing team, a digital agency across from a tech start-up. Whether employed in start-ups, second-stage accelerators or corporations, “creatives” thrive among like minds. We design and build spaces that attract tenants who ultimately want to do their best work in an inspiring space, surrounded by like-minded and similarly motivated talent. Knowing what creative tenants want and delivering it: that is the essence of our work. From intuitive decisions that reflect our understanding of their lifestyle and aesthetics, to more logistical considerations that illustrate our acute understanding of their day-to-day operating requirements. We understand the nuances of this unique tenant subset – their needs, expectations, culture and language – and we specialize in seamlessly fulfilling their precise specifications.

Spec Space: Our tenants have a highly developed aesthetic and detailed understanding of ways in which a designed office space can reflect brand identity, attract top talent and impact employee productivity. Implicit in our process is to fully involve tenants during work in progress and engage them as our design partners. Tenants are able to participate in the design process, e.g., layouts and plan design, technology-enabled infrastructure, finish materials, etc. all through build-out. The result is that tenants can envision their company operating in the space long before they sign a lease. Spaces become dynamic and personally specified, changing for the better with each site visit. This process allows us to pivot quickly and respond to new tenants and market changes, incorporate feedback and tailor a space or building to a potential tenant in real time.

Please visit https://industrypartners.box.com/s/5m5btnyzldcd9jx8tbs6 to view a series of time-lapse construction videos that illustrate the process.

100 101 DEVELOPMENT CONCEPT — COMMERCIAL LEASING FOR CREATIVE OFFICE SPACE DEVELOPMENT CONCEPT — COMMERCIAL LEASING FOR CREATIVE OFFICE SPACE

Reverse the Trend The Competition: As demonstrated above, Santa Monica and the Bergamot environs are surely the region’s preferred headquarters ad- Our expertise and positioning in this niche area of commercial leasing in Santa Monica is unmatched. Certainly, there dress for media, music, entertainment and technology companies. However, the city’s current inventory of creative are multiple Class A office space offerings in Santa Monica. Owners and agents often advertise their buildings as office space cannot meet demand. Recently, Santa Monica has experienced an exodus of rapid growth “Silicon Beach” “creative” environments, stretching the definition of that term quite loosely, when in actuality the spaces are a lesser tenants in need of much larger blocks of space. Companies are relocating to adjacent communities, where expansive interpretation or of derivative decor. None have as extensive a track record in Santa Monica as our development team clusters of underutilized warehouses and complexes are ripe for conversion and undervalued land can be redeveloped in the customization and delivery of authentic, customized warehouse office environments. Our clients and tenants are by the acre. Recent examples are Vevo to Playa Vista (12,000 SF), Beats by Dre to Culver City (66,000 SF), Google to pleased to work with us in designing this product line and rely on us to provide the complementary amenity infrastruc- Venice (100,000 SF) and Riot Games to Playa Vista (300,000 SF), just to name a few. The Art Center’s new creative ture that the development team envisions with the Arts Center project. office space will assist in stemming some of the departure of employers and employees from Santa Monica.

102 103 DEVELOPMENT CONCEPT PRELIMINARY SCHEDULE

Our team is committed to delivering the project on schedule and on budget. The table below outlines what we believe is a realistic timeline for a number of major project milestones. Many of these processes overlap and will be performed concurrently. We have used the Developer selection date as the starting point for our schedule.

SCHEDULE OF PERFORMANCE

Start Month Phase Length Finish Month (Months)

Selection as Project Developer

Enter into an Exclusive Negotiating Agreement (ENA) 0 3 3

Enter into a Disposition or Development Agreement (DDA) 3 3 6

Engage Outside Project Team 3 3 6

Architectural Design for Project 6 6 12

Environmental Review 6 6 12

Submit Architectural Package for City Review 12

City Review 12 6 18

Negotiate Construction Bid with Contractor 15 3 18

Obtain Construction Financing 15 3 18

Obtain Building Permits 18

Construction 18 18 36

Project Occupancy 36

Our emphasis on working as a team with our consultants allows us to execute our projects quickly. Weekly internal and external team meetings drive the information flow needed to expediently deliver the best quality product.

104 105 DEVELOPMENT CONCEPT ADJACENT WORK

CURRENT PROJECTS

• Lionstone owns approximately 1,000,000 square feet of commercial property in Santa Monica including several nearby buildings as defined in the RFQ. Most importantly they currently own the adjacent property located at 2415 Michigan Avenue. The 39,500 square foot building may be available to temporarily house displaced tenants during construction. To qualify, tenants must currently occupy space in Bergamot Station and have agreed to a new lease – as described in the Arts Center Management Plan. The property, which is adjacent to the existing Santa Monica Museum of Modern Art, will provide current tenants stability of operation during the construction thus allowing them to continue to have a presence until they can occupy the Bergamot Station Arts Center at the completion of project.

• Industry currently is the broker and property management team for all of Lionstone’s property in Los Angeles.

FUTURE PROJECTS

• Once the Bergamot Station Arts Center is completed, the privately held property located at 2415 Michigan Avenue can be changed to a second 60 room hotel to complement the Arts Center hotel, increasing the City’s revenue via the hotel room tax and providing additional visitor capacity around the site. The second hotel could function as an extended stay hotel and provide a single level below grade parking garage. The inclusion of the 2415 will directly benefit the overall master plan for the area and insure that the project creates a sense of place. A connection can be made to the Arts Center garage to further create a synergy with the new hotel garage, provide a direct entrance to the garage and therefore remove the need for any private automobiles to enter the Arts Center site from Michi- gan Avenue, making the site a pedestrian zone.

• Under separate cover the Developer has submitted a proposal to develop a new parking structure on the Santa Monica City Yards. The anticipated 500-car garage will be utilized by City Staff and by the Developer to service the parking demand of adjacent uses.

Diagram for a future development, new 60-room Phase 2 Hotel located at 2415 Michigan Avenue 106 107 COMMUNITY INVOLVEMENT PLAN

Santa Monica’s planning process is firmly rooted in a commitment to community participation. From inception, regional plans and specific projects are reviewed and vetted through in-depth discussions with local stakeholders and organizations. The resulting community vision provides the framework and guidelines for projects that reflect the wid- est possible community consensus, as well as the blueprint for implementation. The Draft Bergamot Area Plan was conceived in accordance with this practice, featuring over two years of widely-attended and comprehensive community involvement. A representative of our development team participated in all of the community workshops.

The City’s Request for Proposals (RFP) is a product of that constructive dialogue, debate and consensus-building. Our proposal will build on this strong foundation and advance in the same spirit. Arts and cultural activities connect people and inspire understanding in the same way that the design proposed for the Arts Center connects tenants, neighbors and visitors. The collaborative process that characterized development of the Draft Bergamot Area Plan and the City’s RFP for the Arts Center will continue through design and operations.

The development team proposes to develop and maintain an ongoing constructive dialog with Arts Center stakeholders to assure that the project design and operating ethos retain their connection to the neighborhood, to the cultural community and existing tenants, and to the historical foundation upon which Bergamot has grown. To this end, the team will implement a menu of activities designed to engage, elicit creative feedback, and respond to ideas and concerns. The goal of these activities is to achieve a project that embraces the needs and desires of the cultural community, the city, and neighbors, while respecting both history and the operational necessities of the future.

PLANNING TOGETHER

Throughout the development process, we will convene workshops for Arts Center stakeholders in which it will be possible to visually and physically understand our design concepts and ways in which this project implements the objectives, standards and guidelines of the Bergamot Area Plan. These meetings will enable participants to suggest constraints and enhancements and participate in a cohesive and thoughtful way. Invitees will include existing and prospective tenants, neighbors, City officials, appointees and staff, and local arts organizations.

Similarly, we will convene discussions related to the Arts Center cultural programming. With our proposed programming partners, CalArts and KCRW, we will create and rely on advisory and focus groups to help our team further refine and concretize our objective to integrate all arts-related uses and cultural programming on site. We will also engage advisors in business planning, development, design and operations of the Culture Lab (See Culture Lab discussion in the Arts Management Plan). Advisors for these efforts will be drawn from such sectors as artists, local arts organizations, media arts and technology educators, Arts Center tenants, creative employees in surrounding companies, and anticipated Culture Lab user groups. More formal advisory roles will evolve along with decisions as to the specifics of cultural programming and Culture Lab operations, and will be defined accordingly in the Culture Lab’s structure for operations and community engagement.

All of the above, along with our project, design and environmental review milestones, will be aligned with the City’s own on-going planning process for the Bergamot area. We will also participate fully and coordinate our community involvement with the City’s related implementation activities, identified in the Bergamot Area Plan.

108 109 COMMUNITY INVOLVEMENT PLAN ARTS CENTER MANAGEMENT PLAN

SHARING INFORMATION INTRODUCTION

To insure that project information is timely, consistent, and widely disseminated, the team will create materials for In developing the Arts Management Plan, we closely studied the City’s Draft Bergamot Area Plan, and in particular, the public distribution that describe the process, the design, and the implementation milestones of the new Arts Center. A “Core Components D: Art and Culture” goals and policies. This section of our proposal delineates our commitment and Fact Sheet will provide basic information, and Frequently Asked Questions will reflect the queries most often articu- capacity to support and create the synergy of arts and cultural land uses, organizations, institutions and users that the lated by community members. A website will be dedicated to the project and we will use social media and Facebook to City proscribes in that plan. Our proposal offers an unprecedented creative partnership with two of the most highly- disseminate updates and meeting information, and receive feedback. respected cultural institutions in the region and country. Our plan for consistent and sustained operating funds will provide the world-class, neighborhood-friendly and fresh approach that the City and community seek. We will compile an inclusive email and mailing list for communication purposes, provide regular project updates, and invite participation in project meetings. Organization of the Arts Management Plan is as follows:

Finally, we will create a media strategy to provide briefings and information to local publications such as the Daily The Vision Statement is tempered by our belief that great vision and brilliant ideas are as valuable to a development Breeze, the Santa Monica Daily Press, the Santa Monica News, and the on-line Surf Santa Monica. The goal will be to project as the extent to which they are within reach and achievable – i.e., practically feasible and efficiently delivered, provide accurate facts, as well as publicize opportunities for participation and project updates. with long term viability.

REACHING CONSENSUS The Management Plan discusses arts-related property management, leasing and marketing, including the proposed tenant mix, a concept development and management structure for facility operations, events, commissions and pro- The comprehensive and inclusive planning process that led to a common vision for the development of the Arts Center gramming and sustained revenue sources for operating budgets. This section outlines inter-dependencies among our provides the foundation for the next step in securing Bergamot’s future. Current and future tenants will play a major arts-related tenant typologies – signature cultural anchors, commercial galleries, local non-profits, allied arts retail and role in determining that path, together with cultural organizations that will be involved as programming partners. Ber- creative office employers. Two highlights of this section are the introduction of our Culture Lab digital and media arts gamot has already been recognized as a site of immeasurable potential for the arts, for Santa Monica, and for residents center concept and our proposed facility, programming and educational partnerships with CalArts and KCRW. and visitors. Creation of the design and programming platform through informed discussion and constructive dialogue will enable us to achieve and exceed the community’s vision. The Community Engagement Strategy lists the goals to involve stakeholders and constituents in implementation planning, execution and on-going evaluation. A framework for this process can be found in the Community Involvement Plan section on the preceding pages.

110 111 ARTS CENTER MANAGEMENT PLAN ARTS CENTER MANAGEMENT PLAN

SUMMARY CHART OVERALL VISION

Arts and Cultural Space Allocation Summary The Development Team proposes a plan for the redevelopment of the Bergamot Station Arts Center (Arts Center), as a re-invigorated, innovative platform for arts, culture, cultural retail and community engagement, building on the existing Non-Profit Cultural Tenants 30,000 SF at 40% of Market Rate foundation of Bergamot’s highly respected museum and prominent contemporary art galleries. The adjacency of the Expo Line offers a guiding metaphor of connectivity and access along the transit spine connecting downtown Los Ange- SMMoA 20,000 SF les to downtown Santa Monica. Just as transit riders from local, regional and global origins will enter and exit the train Culture Lab 10,000 SF from a platform, the Arts Center will provide an arrival and engagement stage for the highest standard of programming, supplementing the offerings of permanent tenants. Contemporary Art Galleries 45,000 SF at 65% of Market Rate Our proposal offers a dynamic and evolving calendar of events throughout the year, from the sophisticated to the in- Allied Arts and Design Retail: up to 7,500 SF at 100% of Market Rate formal, and throughout the public spaces and venues. Audiences and participants will be attracted not only to tenants’ offerings, but also will anticipate new and changing elements of surprise, intrigue, provocation and delight in the public Cultural Programs and Events 39,000 SF realm.

KCRW Production Booth and Retail Outlet 2,000+/- SF Such an ambition requires an administrative and operating structure to ensure long-term viability and excellence. We are committed to developing and funding that organizational capacity and management. Our plan for the Arts Center Amphitheater seating for 200+ offers financial stability, with a balanced complement of practicality and experimentation. Amphitheater Plaza standing for 500+ Bergamot Commons seating for 200+, standing for 500+ Our development will provide the multiple publics of the Arts Center visitor base with deeply resonant experiences in Sunset Pocket Park seating for 50+, standing for 120+ contemporary arts, culture, and creativity and provide cultural tenants with a solid support system for operation and Outdoor Art Labs 1+2 seating for 20, standing for 50+ growth. We look forward to working with the community and the City of Santa Monica in bringing this unprecedented Garden Concourse 12,000 SF, ground plane organizational collaboration and plan to fruition.

Public Art 32,100 SF

MTA Gateway Wall 1,200 SF/50 LF LED “Mediamesh” Wall 900 SF Saw Tooth Alley Walls 200 LF Sunset Pocket Park 2,000 SF Garden Concourse 12,000 SF, suspended Bergamot Commons 8,000 SF Amphitheater Plaza 7,500 SF Sculpture Yard @ Gallery Row 300 LF

112 113 ARTS CENTER MANAGEMENT PLAN ARTS CENTER MANAGEMENT PLAN

MANAGEMENT PLAN PROPERTY MANAGEMENT: LEASING AND TENANT STRATEGY

Fundamental in our approach to management, leasing, marketing and tenant selection is the concept of the Arts Center The development team envisions a tenant mix in which every participating business and organization contributes to as a cultural agglomeration of local connections, regional integration and global importance. We envision the Arts the Arts Center’s identity as an arts destination. In addition to its history of supporting California artists and allied arts Center as a neighborhood asset that will also garner international attention and acclaim. The Arts Center will be a designers, one of Bergamot’s primary assets – unique in Los Angeles, but common to other urban centers of contempo- Santa Monica anchor for creativity, an active participant in the cultural ecology of the larger metropolitan area and a rary art - is the density of experience derived from clustered tenant adjacencies. As discussed earlier in this document global trend-setter in contemporary art. (see Commercial Leasing for Creative Office Space), our leasing strategy for the retail component of the project is to augment anticipated cultural anchors (i.e., SMMoA and the cluster of contemporary art galleries) with a new comple- Local Connections: Connections to Santa Monica form the central ring of a concentric regional cultural network. The ment of aligned tenants that will activate the Arts Center on weekdays as well as weekends. We are confident this will location of the Arts Center will be of preference to and attract a new Westside audience, due to advantageous adja- increase the appeal and draw of the Arts Center as a destination for the galleries’ targeted demographics of cultural cency to the Expo Line and the continuing challenge of navigating traffic to more distant venues. Throughout the year, consumers, audiences and participants. cultural offerings at the Santa Monica Pier (movies, concerts, exhibitions), programs at the Annenberg Community Beach House and in downtown Santa Monica (e.g., Jacaranda Music) and special events such as Glow, may be best The development team admires the City’s decision in the RFP to offer incentives for bringing creative, entrepreneurial accessed via the Expo Line, with people first spending time at the Arts Center. Scheduled programming within the Arts small business development and non-profit enterprise to the Arts Center. We will create a permanent, clearly defined Center will complement neighboring presenters, such as 18th Street Art Center, Virginia Avenue, Crossroads School, structure and process - the Arts Center Rental Subsidy Fund – so that these incentives are assigned, distributed and the Broad Playhouse and Santa Monica College, just to name a few local institutions. Similarly, the project’s emphasis monitored responsibly and equitably. For example, as one way to ensure that the Arts Center fulfills its role as an en- on arts and cultural education will draw in students from the aforementioned schools, Santa Monica school classrooms ergized cultural destination and that the City’s community engagement objectives are realized, we will include cultural and other educational institutions. programming fulfillment standards in all arts-related tenant leases.

Regional Integration: The Expo Line’s location represents an adjacent linear network connecting arts and culture In planning the future gallery composition at the Arts Center, a well-curated mix - from the locally relevant to the inter- destinations and exhibitions of deeply varied hues and patterns throughout the region. From mainstream anchors (e.g., nationally ambitious - is of paramount importance. We seeking tenants who promote creative ideas and think globally. downtown Los Angeles’ Music Center), to cutting edge venues (e.g., the Santa Monica Museum of Art), the Expo Line’s The development team will focus on iconic gallerists, cultural presenters and allied tenants known for their impeccable array of station-adjacent cultural experiences will provide an adventure and opportunity appealing to just about any de- credentials, achievement of museum-caliber recognition, track record in representation of emerging major talent and mographic, taste and interest. The Arts Center will be one of the most compact and dense cultural experiences along power to draw peer gallerists. the route. Coupled with appealing dining, retail and lodging options, the Arts Center will offer a unique pedestrian and cultural tourism experience in the region. ARTS CENTER RENTAL SUBSIDY FUND: PUBLI C BENEFIT, PUBLIC COMPACT

Please see Development Concept, Diagram 1: Expo Line Connections on page 26. The challenges to design a sustainable model for the highest caliber arts center and adhere to the City’s leasing conditions require creativity and innovation Global Importance: From Bergamot’s inception in 1997, visitors experienced art made by nationally and internationally renown artists, at commercial galleries and at the Santa Monica Museum of Art. Galleries such as Patricia Faure, Rental Subsidy: The development team is committed to a fair and transparent organizational structure; we envision Patrick Painter, Rosamund Felsen and Shoshanna Blank were required stops for nationally and internationally-based a mutual compact with our subsidized tenants, grounded in the City’s public benefit priorities. One feature of this collectors and curators. Track 16 infused Bergamot’s popular culture vibe with a hybrid program of publications, exhibi- consensual arrangement will be an open and equitable tenant selection process and preferential relocation options for tions and performances, well-known and respected throughout the art world and in cultural history circles. existing tenants.

That momentum of Bergamot’s escalation and peak has diminished in recent times. Over the past five years, energy Each year, along with other revenue sources and deposits accruing in the Arts Center Cultural Trust Fund (See Finan- and prowess shifted away from Bergamot to Culver City, and more recently, to mid-city Los Angeles and to Hollywood. cial Analysis, page 117), the developer will provide an annual allocation towards arts-related tenants’ rent subsidies. To reclaim Bergamot’s stature and role on the global map of culture-makers and creative trend-watchers is no small The developer’s initial annual allocation to the fund will be calculated as the total of 65% of 30, 000 SF, plus 40% of task, but it is one for which our team is uniquely qualified and capable of implementing. 45,000 SF of market-rate leases, equaling 75,000 SF of subsidized arts-related leased space.

Subsequent annual calculations and deposits will shift according to the percentages of the 75,000 SF total square footage that are distributed between commercial and non- profit arts related uses. Rental subsidies will be in the form of direct discounts to arts-related lessees determined eligible to qualify during the tenant selection process. Subsidy criteria will be in concert with the developer’s ground lease obligations, periodic tenant performance reviews and lease option renewal negotiations with tenants, as well as the City’s objectives to support start-ups and entrepreneurs (Ber- gamot Area Plan, p. 109).

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Subsidized Tenants: In exchange for significantly discounted rents, tenants will actively engage in and support the Arts auction house showroom. We believe that this composite tenant mix will result in a richer, multi-faceted destination Center’s identity development as a community cultural center. Tenants will be obligated to help curate the project’s identity, strong inter-tenant synergy and complementary marketing and programming. public engagement opportunities, including broad outreach, and cultural and educational programs and experiences for diverse participants, both in their own leased space and the in common public spaces, such as the project’s Amphithe- We will build on the presence of current design arts retail, e.g, Suzanne Felsen, Gracie and Hiromi Paper, augmenting ater, classrooms and Culture Lab (see below). Management and tenants will solicit input from the City of Santa Monica that cluster with additional high-end retail showrooms that will attract the same consumer demographic that gallerists and community advisors on effective programming, to create and maintain an open, vital and welcoming arts and seek. A curated selection of commercial galleries and allied arts retail will activate the project on weekdays and rein- cultural environment and to complement and augment cultural programming offered elsewhere in the City. force the City’s “Creative Capital” Plan’s agenda to support a full range of contemporary design and innovation.

TENANT MIX For illustrative purposes, the following are examples of the genre and stature of allied arts and design businesses that we will secure as tenants, in addition to contemporary art galleries: The arts-related tenanting and spacial scenario proposed are developed from a concerted effort to fulfill the City’s stated implementation objectives in the RFP, the Bergamot Area Plan and the Creative Capital plan. This section discusses • literary arts, e.g., Printed Matter, Inc. (NYC), Ampersand Gallery (Portland), F.A. Bernett (Boston) our proposed major tenant categories, specifically: • technology/media arts, e.g., Eyebeam Art and Technology Center (NYC), EKG/Breadboard Gallery (Philadel- phia), Rhizome at the New Museum (NYC), TechShop (Menlo Park, Austin, Brooklyn, other US locations) • Santa Monica Museum of Art • design and functional arts, e.g., Roy McMakin, Ted Muehling, Hella Jongerius, Heath Ceramics, the former • Commercial For-Profit Tenants (galleries and allied arts) Moss (now Mossonline) • New Signature Cultural Anchor Tenant Partners (i.e., CalArts, KCRW) • culinary arts business incubator, lab and classroom, e.g., Institute of Domestic Technology (Altadena/Bev- • The Culture Lab erly Hills), Food Innovation Center and Kitchen Cru (Portland, OR), Union Kitchen (Washington, DC), Kitchen • Local Arts Organizations Chicago (Chicago) • Artists in Residence • contemporary art/design auction house – Los Angeles Modern Auctions, Wright (Chicago), Christies, Bon- hams and Butterfields, Tajan The Santa Monica Museum of Art: We have had a constructive conversation with Museum staff and board members of the Santa Monica Museum of Art (SMMoA). We were able to explain our evolving vision for the renewal of Berga- New “Signature” Non-Profit Cultural Anchor Tenants mot, and SMMoA representatives shared their vision, aspirations and functional requirements. There is no doubt that SMMoA is central to Bergamot’s reputation as a regional cultural center and has the potential to provide a leader- The development team evaluated several scenarios for the ideal complement of signature anchor non-profit cultural ship role in the identity and success of the Arts Center. We strongly prefer that this occur. The Development Team is tenants (current and future) at the Arts Center. Our criteria includes: impressed by and is eager to support the SMMoA’s internationally recognized artists’ residencies and the Museum’s commitment to sophisticated community collaborations and inter-organizational partnerships throughout Los Angeles • broaden the discourse of what constitutes “a world-class fine arts destination” (RFP, p. 8) and the world. • fulfill a guiding principal to “foster multi-genre art forms (including performing arts)” at the Arts Center (Bergamot Area Plan, p. 105) We look forward to working with SMMoA as they develop their business plan, capital campaign, and building program • reflect the goals of the City’s Creative Capital plan to foster creative innovation, support local arts organiza- requirements. As with all aspects of our proposal, we seek to balance exemplary vision with long-term operational vi- tions and diversify audience and participant profiles. tality. Feasibility considerations and analysis of proposed building and operating costs over the near and long-term will be carefully reviewed. SMMoA’s capacity to raise capital and endowment funds will be key elements of our partnership. We propose to partner with two major Southern California institutions of pre-eminent national and global import and impact: California Institute of the Arts (CalArts) and KCRW. (See letters of interest from Steven Lavine, President of Commercial For-Profit Cultural Tenants:In addition to the Museum, contemporary art galleries will continue to be CalArts and Jennifer Ferro, General Manager of KCRW on pages 116-117, which characterize the collaborative spirit the core tenants for the Arts Center. We anticipate over a significant of total available retail space will be tenanted and development agenda from which our partnership will grow). These institutions’ respective areas of expertise in by contemporary art galleries. Prospective subsidized gallery tenants will be vetted for evidence of market position, ground-breaking cultural programming range from community-based cultural expression and education to international financial sustainability, feasible business plans, previous sales generated, commitment to build a collective identity and precedent and collaboration. sufficient evidence of investors and operating capital. Additional factors in our decision to involve CalArts and KCRW as our partners include our complementary ambitions Current and future tenants: The Development Team will make every effort to include current tenants in the new Arts to: Center, while also reinvigorating the tenant mix. We will engage current tenants and invite them to participate in a • build on the current identity of Bergamot as a center for city and regional art collaborations focused thinking of how best to realize our respective and collective goals. The arts-related tenanting scenarios that • focus on media and technology-related arts education in the Culture Lab follow reflect our thinking to date and we look forward to an open discussion with the City and Bergamot’s current ten- • reinforce the Arts Center identity as a place for contemporary expression, learning and experimentation ants to refine a successful tenant profile. • support a variety of media and genre, complementing the current visual arts focus • feature ethnically-specific, adult, family and children’s programming Allied arts retail: A strong consideration in the Leasing Plan that we will implement for the project will be to comple- • broaden the discourse of arts and culture to include all forms of public creative expression ment the required 75,000 SF of subsidized rental space for arts-related uses with additional, market rate, arts-related • commit to artist/community interactivity, dialogue and exchange retail space, populated by galleries, allied design arts showrooms and potentially, a contemporary art and design • embed economic sustainability thresholds, e.g., strong business models, ample capacity for financial participation and growth 116 117 ARTS CENTER MANAGEMENT PLAN ARTS CENTER MANAGEMENT PLAN

THE CULTURE LAB Leadership and Planning: We realize the embryonic nature of this exciting, yet untested concept. If selected, we look forward to working with CalArts, KCRW, digital media education consultants, Arts Center tenants and other program The Arts Center environs and Santa Monica in general comprise one of the country’s most highly concentrated clus- partners to prepare a business and operating plan that articulates how to bring the project to fruition. An advisory ters of creative workers and innovative product development in film, media, digital arts/graphics, entertainment and working group will include representatives from media and technology companies, local schools, artists and presenters educational technology. A major tenet in the City’s Creative Capital Plan, “Fostering Cultural Innovation”, impresses us adept at managing the convergence of higher education, public audiences and advanced media. as one ideally suited to the Arts Center, in particular those recommendations pertaining to the unrealized potential for cross-sectoral synergy. We have seized on this rare opportunity and confluence by inviting CalArts and KCRW to join For illustrative purposes, the following are exemplary role models for the Culture Lab: our team, each of which has a strong track record and acute interest in inter-disciplinary experimentation, programming and support. YOUTH ENGAGEMENT • New Urban Arts (Providence, RI) Also from our review of the Creative Capital Plan and related documents on the City’s website, lack of affordable rental • “HOMAGO” (“Hanging out, messing around, geeking out”) learning theory space for education, meeting, office, production, presentation and back-of-house functions continues to be a primary • Hive Learning Networks (New York City, Chicago, Pittsburgh) issue for local non-profit arts organizations. While the Arts Center cannot address all of these organizational needs, we • YOUmedia (Chicago) are committed to including Santa Monica-based organizations as tenants in the development. We welcome the pres- • The PIE Institute (Exploratorium, San Francisco) ence of artists, arts administrators and cultural workers adding energy to weekday activity patterns and workflow. That UNIVERSITIES said, we are not currently knowledgeable regarding the ability of local arts organizations to afford newly built Class A • MIT Media Lab commercial space at 40% of market rate for their back-of-the-house operations. • Entertainment Technology Center (Carnegie Mellon) ARTS ORGANIZATIONS The Culture Lab will be a venue that stimulates private/non-profit sectors’ creative interchange and discovery, merging • LA Freewaves festivals the above objectives in a 10,000 SF arts and creativity incubator, comprised of: • Intersection for the Arts (San Francisco) • LimeWharf (London) • digital and media arts studio, presentation venue, performance space (est. 6,000 SF) • BRIC Arts Media House (Brooklyn) • class/meeting rooms, offices for non-profit arts, educational organizations (est. 4,000 SF) • Turbulence (Boston)

A “first generation” initiative with this level of ambition requires several key ingredients: focused concept development, Management: As part of concept development and business planning in cooperation with the City, many scenarios for strong organizational leadership, planning and management and sustained operational funding. management and operations will be explored and evaluated, including:

Concept Development: We see the Culture Lab as an interdisciplinary, educational center for the Arts Center’s com- • The Culture Lab is leased to a non-profit resident producer/presenter/educational institution at 40% of mar- munity engagement and public benefit programming. Through collaboration among Cal Arts, KCRW, local creative ket rate. Studios, classrooms and meeting space are available at 40% of market rate to non-profit cultural industries, schools and arts organizations, the Culture Lab will offer global cultural interchange and educational events. and educational organizations. The Culture Lab will also host discussions, seminars, screenings, premieres, and multi-disciplinary presentations by • The Culture Lab is managed by the developer, with the same rent structure as above. Studios, classrooms artists, artists in residence, creative cultural workers and technologists. and meeting space for a specified number of days per year are available to Santa Monica-based non-profit cultural and educational organizations at a rate that is less than 40% of market rate. Our conversations with several, large Santa Monica-based creative arts employers revealed a firm conviction regarding • A portion of the Culture Lab’s class and meeting rooms are leased as exclusive, full-time occupancy by a the unmet demand for a collective fine arts/technology innovation incubator at the Arts Center – of great value to their Santa Monica-based organization or consortia @ 40% of market rate. business model and to be enthusiastically embraced by creative employees’ affinity and research groups. Strong interest was expressed by employers in co-sponsoring a media arts-based lab space for the community, including work- Stable Operational Funding: The Culture Lab and Arts Center art program’s pre-development expenses, ramp-up cost shops, think tanks, educational exchange and public gatherings, and – as a primary objective - mentoring programs for and annual operations and maintenance budget will require adequate start-up funding and a reliable infusion of annual school, student and community-based collaborations and experiments. revenue to support on-site arts management staff and a full complement of cultural programming.

The Culture Lab will be a place of invention and innovation, where commercial media’s creative talent pool will col- Therefore, the Arts Center Cultural Trust Fund (see below) will include substantial initial seed funding, augmented by laborate with one another, with arts/technology students and educators, local youth, and Santa Monica residents at reliable and consistent revenue sources that are annually replenished. Directed project funds will be allocated to com- large. The products, betas and experimental pilots of this collaboration can be distributed in a myriad of ways, e.g., mission site-wide cultural programs, support the Culture Lab, art installations and events; subsidize arts and cultural sprouted hackathons, streamed to the Mediamesh digital media wall, placed on the web for a global audience. Projects tenants; and, support our cultural programming partners. can migrate to displays in tenants’ spaces or morph into all manner of applications, e.g., educational classroom games for visual literacy, reciprocal live data on exhibit in other Santa Monica cultural spaces and co-sponsored venues. Residency programs could aim for more ambitious outcomes; e.g., perhaps a large-scale installation for Glow might be developed here.

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ARTS CENTER CULTURAL TRUST FUND REVENUE SOURCES LOCAL ARTS ORGANIZATIONS

A. Initial Seed Funding The Arts Center’s outdoor programmable spaces will range from intimate and immersive to expansive, airy and grand. Amount: $200,000 (pre-development through first year of operation) We also propose that for 50 days per year, outdoor spaces will be rented at 100% subsidy to Santa Monica-based Source: Developer contribution organizations for classes, workshops, small-scale exhibitions, artist residencies, performances and concerts that have Allocation: Arts Center arts management start-up, staffing (see org chart, p. X) minimal staging requirements.

B. Rental Subsidy Full rental subsidies will be accompanied by small production grants for artists’ fees, exhibition expenses and equip- Amount: $1,300,000 annually ment rental, as recommended in the City’s 2007 “Culture and Heritage Funding Program” consultant report. Access Source: Developer contribution and calendaring will be decided on a competitive basis, applying evaluation criteria aligned with the City’s Community Allocation: 45,000 SF of commercial gallery space at 65% fair market value Access and Participation (CAP) grants program. Criteria for selection will include a strong capacity and track record in 30,000 SF non-profit arts organization space at 40% fair market value community engagement and ability to attract and involve diverse audiences and participants.

C. Parking Fees Over-Ride The spaces include: Amount: $150,000 Source: Developer contribution Bergamot Commons Allocation: Art commissions, installations, cultural events and programs The South Plaza Culture Lab operations The Culture Lab School visit transportation costs to arts venues, cultural events and programs LED “Mediamesh” Façade on Bergamot Commons Amphitheater D. Naming Rights Sunset Pocket Park Amount: To be determined Outdoor Lab 1+2 Source: Dedicated revenue from Amphitheater, Culture Lab, LED “Mediamesh” Armature Allocation: Art commissions, installations, cultural events and programs Artists in Residence, Public Art Commissions: The Arts Center will be a place where emerging artists are embraced Stipends to Santa-Monica based arts organizations for production grants for artists’ fees, and supported. Many contemporary local artists were involved in or “touched” Bergamot over the past two decades; exhibition expenses and equipment rental one of our goals is that future generations of artists see the Arts Center as a inspiring creative place to produce and Arts management, staffing, operations, maintenance present their art, and that younger creative talent is drawn to explore the Arts Center as a site for their work Culture Lab FF+E, annual operating budget In recognition of Bergamot’s seminal role as a proving ground, trend-setter and artist incubator, a digital display on Gal- lery Row will honor the legion of artists who have exhibited their work at Bergamot, either in a gallery or at the Muse- um. The scroll will include several thousand names and begin modestly, with easily accessed information from current tenants and SMMoA (which has archival information on its website). In-depth research will ensure a comprehensive list that can be updated annually. The electronic sign will be a visual history of Bergamot Station and the Arts Center’s contributions to the region’s cultural legacy and life.

The Arts Center outdoor facades and armatures include opportunities for exhibition of a broad range of media, genre and sequencing. In addition to permanent public artworks identified in the Development Concept section, e.g., MTA Gateway Wall, Bergamot Commons, etc. (See Diagram 6: Art Spaces), annual commissions will be offered for temporary exhibitions and installations, some of which will offer Santa-Monica based artists highest priority.

LARGE SCULPTURE SMALL SCULPTURE HANGING SCULTPURE LAB SPACE ART WALL MEDIA WALL PERFORMANCE

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Prime opportunities for temporary installations include: Interim Management Strategies During Construction: The development and property management teams will work with existing cultural retail tenants who will migrate to the new development. Our pre-construction manager will • Mediamesh LED display: This 900 SF digital media facade will be located on the south wall of Bergamot inventory and evaluate individual and collective interim space needs and work with tenants to create opportunities for Commons facing the entrance into the Arts Center from the Expo Line Station, viewable from the train mitigation of business disruption. Mitigation options include such strategies as construction staging within existing tracks. The media wall will host a rotating display of all manner of artworks and creative expression, includ- buildings and temporary adjacent relocation to an adjacent property with favorable, short-term leases. ing poetry, live streamed performances from KCRW’s projection booth adjacent to the amphitheater, original commissions of digital art and student projects. The media wall will be reserved exclusively for the display of Approach to Marketing, Interim Strategies During Construction: Approach to marketing, interim strategies during electronic art, not signage or advertising. It will be especially attractive to Culture Lab participants, artists in construction: Prior to relocation and construction, a temporary brand identity, with a sequenced transition strategy and residence, media arts programs in Santa Monica schools and tenants who may augment their own location- related marketing campaign, will be developed for galleries that choose to collectively relocate to an adjacent property. based programming. We have engaged Clive Piercy of airconditioned (please visit http:/www.airconditioned.la.com) to work with us in • Saw Tooth Alley: A sequence of eleven recessed areas along the south façade of the building, total 200 LF developing the branding concept. The purpose of the campaign will be to build momentum, create energized consumer accommodating shallow three-dimensional artwork and wall-mounted two-dimensional artworks. This is anticipation and position the upcoming move as positive, compelling and upbeat. The fully integrated communications an ideal environment for installations that include multiple artists. As with all the opportunities in common strategy will continue through to the permanent relocation move back to the Arts Center and will include graphic iden- space, tenants, cultural programmers and non-profit arts organizations can propose installations. tity, consistent message development, and print, media and electronic communications. • Pocket Park Walls: These walls are inviting opportunities for single-artist installations, as they are compact, defined and intimate open spaces. Wall-based sculpture and flat work (mounted, suspended and projected) MANAGEMENT STRUCTURE are ideal candidates. It is premature to know if a wall-painting program is feasible, but that option will be considered as the program takes shape and resources are defined. On-site management staff is required for integrated tenant composition and smoothly-executed cultural programming. • Garden Concourse: An environment of great drama, including suspension of large-scale artworks from the We will work with the City to refine an approach to operations that matches both the City’s expectations and our priori- trellis armatures and a sequence of large-scaled sculptures on the ground plane. Galleries are often at a ties. The following are examples of anticipated roles for our arts and culture property management team, both pre-and loss as to where to display over-sized sculptures and pending the suitability of materials to outdoor environ- post-development: mental conditions and liability assurances, this location should be very tempting for galleries and SMMoA to consider as ancillary temporary exhibition space. • Design and implement a site-wide Cultural Program Management Plan • Curate the complement and mix of arts and cultural tenants LONG TERM PROPERTY MANAGEMENT • Monitor and manage the Arts Center Cultural Trust Fund allocation and distribution • Supervise, support and coordinate tenant-driven cultural programming in public spaces. Design for Growth, Adaptation and Commercial Success: To provide ample opportunity for organizational and • Direct and coordinate all aspects of site-wide cultural activity, e.g., commissioned exhibitions and installa- business incubation and growth, cultural retail and gallery spaces are sited within larger, flexible complexes, so that tions and special event programming individually leased space may be entirely interchangeable. Businesses can adjust their location without losing locational identity. Footprints for larger, anchor cultural tenants are held for longer-term leases; other subsidized spaces are not Cultural programming will be evaluated annually to ensure that it is meeting goals and objectives in the Arts Center permanently assigned. As emerging, subsidized tenants succeed to the level that they outgrow their current space and Cultural Program Management Plan. As the Arts Center matures and its identity and cultural niche are established, a can afford additional square footage and/or market rate rents, they will be offered opportunities to transition to other non-profit management entity may be contracted to plan, supervise and coordinate tenant-driven cultural program- spaces within and adjacent to the Arts Center. Subsidized spaces may then be re-tenanted by newly emerging organi- ming in public spaces. Alternatively, an anchor tenant may assume that role. zations. Subsidies can be relocated throughout the Arts Center and as responsive to tenant needs. e,g., a commercial gallery space might become a non-profit gallery, a non-profit retail outlet might convert to a for-profit retail tenancy, a gallery in need of expansion may move within the project, etc.

Financing for Economic Sustainability: Please see Financial Analysis, page 120.

PROPERTY MANAGER - or - Tracking Public Benefit Results: Prospective subsidized tenants will be expected to propose measurable audience and DIRECTOR OF PROGRAMS participant objectives in their application for rent subsidy and tenancy. When selected, leases will include performance criteria, based on tenants’ meeting their stated targets. Tenants’ lease renewal options will include this review and evaluation as well. The development team (with the assistance of the City and the Convention and Visitors Bureau) will ARTS DEVELOPMENT ASSOCIATE (PART-TIME) periodically review visitor intercept surveys; customer, audience and participant statistics; coded visitation scans on parking and transit tickets; sales data; and, other indicators to monitor levels of community participation, cultural tourism and visitor attraction to specific locations in the Arts Center. The development team and tenants will collectively assess the results and revisit expectations, to build on success and change course, as appropriate.

ART ADVISOR / CURATOR CULTURAL / SPECIAL EVENTS TECH CREW (CONTRACT) MANAGER (PART-TIME) (PART-TIME)

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Approach to event programming: Arts and cultural event programming will be so compelling and so deeply integrated INVOLVING THE LOCAL COMMUNITY into the Arts Center’s identity that a potential visitor will be inclined to casually think or say without hesitation, “I’ll just head over and see what’s going on at Bergamot today/tonight”. Major, large-scale programming will be held in the Community involvement in planning, operating arts-related venues and activities: Please refer to the Community Museum, Culture Lab, Bergamot Commons and the Amphitheater. Community arts events, gallery openings and “art Involvement Plan on page 99 and Culture Lab Leadership, Planning discussion earlier in this section, for discussion of walks”, installations, informal and special events in the project’s smaller public spaces will be organized and presented stakeholder involvement, communication strategies and consensus-building. by Arts Center arts management staff, by SMMoA and our local non-profit tenants, by gallery, culinary and design- related retail tenants and by our producing and presenting partners, e.g., KCRW and Cal Arts. Bergamot Area employers and employees: Our purpose in proposing the Arts Center Culture Lab as an educational space is that it will engage employers, creative workers and the community-at-large in ensemble activities of creative Arts Center tenants also will participate in collaborative Expo Line-adjacent events and marketing among the network discovery, mentoring and generous exchange. Demographics vary, but it is clear from our discussions with surrounding of cultural venues and districts, e.g., sequenced cultural excursions, thematic festivals like Pacific Standard Time, and employers, that workers and clientele in adjacent office environments align quite well with the Arts Center’s thematic contemporary art fairs in the region. Complementary, partnered programming will be developed in tandem with Santa and programmatic focus and will be eager to participate. Monica arts and cultural events, such as Photo LA; the Contemporary Crafts Market; the Book, Print, Craft and Paper Fair; and, Glow. Santa Monica residents and school groups: We are committed to providing affordable, convenient and stimulating cultural opportunities for all Santa Monica residents, and especially students, to be able to experience the SMMoA COMMUNITY ENGAGEMENT STRATEGY galleries, the Culture Lab and the Arts Center array of cultural programming. In addition, artists’ residencies– some as are now regularly sponsored by SMMoA - will include opportunities for artists to work with residents on site, in local Community/Cultural Events Programming Goals parks, community centers and classrooms. Some elementary schools are within walking distance of the Arts Center, but it is often safer and more convenient for students to travel by chartered or public transit. Therefore, the Arts Center The list below comprises fundamental principles and goals that informed preparation of this Arts Management Plan Cultural Trust Fund includes an annual grants program for school transportation costs and field trips. proposal. In some ways, the Plan should be viewed as a draft document; subsequent community input will likely result in the Plan’s refinement over the next two years and goals may shift accordingly.

UCLA • Complement and augment Santa Monica’s existing infrastructure of arts and cultural sponsors, organizations, venues, programs and events. BRENTWOOD CHARTER RTER MILE (30-40 M QUA INU • Provide cultural participation opportunities, interchange and encounters for Santa Monica’s multiple publics. REE TE W TH AL K) • Create an inviting environment where every visitor experiences delight, inspiration and a sense of commu- EMERSON MIDDLE SCHOOL nity. WESTWOOD PARK (15-20 M LOS ANGELES NATIONAL VETERANS PARK MILE INUT • Create a platform for inter-disciplinary and cross-sectoral innovation, generosity and synergy. ALF E W H AL K) FRANKLIN ELEMENTARY • Mobilize and capitalize on Santa Monica’s creative industries to benefit each another and the community at UNIVERSITY HIGH SCHOOL (5-1 NORA STERRY ELEMENTARY large. CANYON CHARTER ELEMENTARY MILE 0 MI 17TH STREETCONCORD / SM COLLEGE HIGH SCHOOL ER NU RT TE A W • Maximize the site’s ability to host a variety of scales and ranges of artistic performance and expression. U A NOTRE DAME ACADEMY PACIFICA HIGH Q LIGHTHOUSE CHRISTIANL ACADEMY K ROOSEVELT ELEMENTARY MCKINLEY ELEMENTARY ) • Offer affordable venues and the required support system for local non-profit organizations to reach and NEW ROADS HIGH SCHOOL WESTVIEW SCHOOL EXPO LINE EXPO LINE engage new audiences. EXPO / BUNDY EXPO / SEPULVEDAWESTWOODPALMS / RANCHO PARK LINCOLN MIDDLE SCHOOL

DOWNTOWN SANTA MONICA DANIEL WEBSTER MIDDLE SCHOOL

EDISON LANGUAGE ACADEMY CROSSROADS SCHOOL

SANTA MONICA COLLEGE GRANT ELEMENTARY MAR VISTA RECREATION CENTER WILL ROGERS LEARNING COMMUNITY JOHN ADAMS MIDDLE SCHOOL WINDWARD HIGH SCHOOL

SANTA MONICA HIGH SCHOOL VENICE RESERVOIR SITE

OLYMPIC HIGH SCHOOL

VENICE HIGH SCHOOL

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126 127 FINANCIAL ANALYSIS OF DEVELOPMENT PROGRAM

1. Provide a construction period sources and uses of funds statement and a permanent sources and uses of funds statement for the proposed scope of development broken down by use (i.e. hotel, commercial, parking, for-profit galleries, non-profit cultural, etc.)

SEE DEVELOPMENT PRO-FORMA – Program & Budget

• The Development Team will fund all pre-development costs through their equity contribution to the venture. Once a final agreement has been reached with the City, architectural drawing are complete and the permits and approvals are in-place, we plan to commence the construction. At the commencement of construction, the team has assumed that it would procure a construction loan at a sixty-five percent (65%) loan-to-cost level. Therefore, the team would contribute thirty-five percent (35%) in equity. Based on a project cost of roughly $92,000,000 this would equal approximately $28,000,000 in equity. The project would be built and financed as one project therefore; it would be viewed as the collective rather than on individual uses. Our pro-forma reflects this. However, the Development Team will retain optionality as the sponsorship and financial structure of each component.

2. Provide a development pro-forma that identifies the direct construction costs, the indirect construction costs, and the construction period financing costs for the proposed scope of development. The information must include specific estimates of the contractor related costs; developer fees; and any payments proposed to be made to parties related to the development team.

SEE DEVELOPMENT PRO-FORMA – Program & Budget

• It is anticipated that the financing cost during the construction period would be paid by the Developer in conjunction with its debt service for its construction loan. • The Cost Estimates are based on preliminary project drawings and construction estimates from WE O’NEAL. The General Contractor has joined the team. There are exceptions to the costs estimates as outlined in Question #3 below. • Over the course of the development project, the team will engage and compensate various advisors, including those identified as Development Managers, who will perform work including community engagement, development management, construction management, land-use consulting, architecture, arts-related advisory, property management and legal work. During the entitlement and pre-development phase, members of the Development Team may be paid market-based fees to cover operating costs associated with their work on the project and its construction and operation.

3. Provide a summary of notes that will assist the City in understanding the assumptions applied in the financial analysis.

• Affordable Lease rates for non-profit cultural uses are discounted at 60% of the area’s commercial fair market lease rate. 45,000 SF of the 75,000 SF arts and cultural component is based the rate. Based on a Com- mercial Fair Market Lease Rate of $4.00 PSF, the rate would be equal to $2.60 PSF, monthly, Modified Gross. • Affordable rental rates for for-profit art galleries at the approximately 35% of the area’s commercial fair market lease rate. 30,000 SF of the 75,000 SF arts and cultural component is based the rate. This includes the area programmed for a cultural anchor (SMMOA). Based on a Commercial Fair Market Lease Rate of $4.00 PSF, the rate would be equal to $1.60 PSF, monthly, Modified Gross. • Commercial/ Creative Office/ Retail Market Lease Rate is underwritten at $4.00 PSF, Modified Gross. • Restaurant/ Retail Lease Rate is underwritten at $4.25 PSF, NNN. • The Year 1, Annual Daily rate for the hotel is underwritten at $265 per night. • Art & Cultural Space is delivered as CORE & SHELL -- These areas will have completed bathrooms. Utility rooms, core areas and perimeter walls will be finished with dry-wall and tape. • Commercial Space is delivered as CORE & SHELL -- These areas will have completed bathrooms. Utility 128 129 FINANCIAL ANALYSIS OF DEVELOPMENT PROGRAM FINANCIAL ANALYSIS OF DEVELOPMENT PROGRAM

rooms, core areas and perimeter walls will be finished with dry-wall and tape. The delivery condition will 5. Describe any financial responsibilities and/or obligations that the development team is proposing that the City to include a completed primary duct loop and a hot water loop. HVAC included. accept. • Restaurant/Retail space is delivered as COLD SHELL -- HVAC and utilities will be stubbed into the spaces. No ceilings, dry-wall or bathrooms provided. • The Development Team is not requesting any City contribution or subsidy for the development and construc- • Costs associated with the Santa Monica Art Fund contribution are assumed to be included in economics for tion of the project. City obligations are proposed as follows: the BSAC Cultural Trust Fund • The team has recommended an “Art Center Cultural Fund” that would be funded by, among other • Parking Expenses are assumed to be included in the Operating Expenses for the project. ideas, parking revenue and sponsorships/naming opportunities. The funds would be exclusively used • Capital Reserves will be negotiated with the Lender upon stabilization. for ensuring the sustainability of the Arts Center. • Parking Rates will be market-based. As described in the BSAC Cultural Trust Fund, a 10% parking over-ride • Under separate proposal, the Development team has made a proposal to construct a new parking ga- will be collected to ensure arts sustainability. The parking over-ride equates to approximately $180,000 an- rage on the City Yards. As part of the development, as outlined in the RFP document, the City wishes to nually. occupy 350 stalls during the work-week. As we are proposing to pay for the construction of the garage, • The Ground Lease payment is dived upon the uses based on proportionate share of the building area. we would look to the City to enter into a long term agreement with us regarding its use. We believe • Museum building is assumed structural steel, hotel building is assumed concrete, mixed use buildings are that the accessory parking structure would be an ongoing resource for the community and will enhance assumed pre-engineered. the urban plan for the area if planned properly. The Development Team would consider a proposal that • Ground Lease is underwritten in the Cash Flow to increase at three-percent (3%) annual. could include Bond Financing procured by the City but, it is not a pre-requisite. • Proposed building site is assumed to be clean and free of hazardous materials, artifacts, underground ob- • The Development team has underwritten basic soil conditions in its construction costs. Any costs to structions. remediate the soil or existing condition would be outside the scope of the proposed development pro- • Any special procedure, permits, fees, etc. required for the removal of molds, asbestos impregnated material forma. The Development Team would be willing to work closely with the City to ensure that it can fund or considered hazardous is excluded. the costs in an expeditious manner so as to not delay the project’s implementation. • The budget is based on the conceptual designs included within this proposal. • Support for a Mills Act property tax exemption for the whole or portion thereof of the project upon • YEAR 1 and YEAR 2 Rent Loss factor is underwritten to anticipate the stabilization period during tenant stabilization. The Development Team may pursue other property tax exemptions available to off-set build-out and overall project stabilization. It is anticipated that the project would be pre-leased upon con- the cost of arts and cultural subsidies. struction commencement. • The proposed parking rates are based on a market rate survey of the surrounding Santa Monica parking 6. Provide an operating pro-forma with income and operating cost estimates for the project at stabilized occupancy. operations that are comparable to the project. Please seee the following Schedules entitled: 4. Identify the proposed ground rent structure and payment schedule being proposed. • Pro-Forma Cash Flow & Returns – HOTEL • The current ground lease payment is five-hundred, seventy, one-thousand, nine-hundred and seventy-three • Pro-Forma Cash Flow & Returns – CUMULATIVE COMMERCIAL + PARKING dollars ($571,973) per year. The current ground lease is scheduled to expire in December 31, 2015. We would • Pro-Forma Cash Flow & Returns – RESTAURANT/ RETAIL strongly encourage the City to maintain the current expiration schedule until the Development Team selec- • Pro-Forma Cash Flow & Returns – COMMERCIAL / CREATIVE OFFICE/ RETAIL tion process has concluded. • Pro-Forma Cash Flow & Returns – ART & CULTURAL • After the selection process has been concluded, the Development teams requests that the City of Santa • Pro-Forma Cash Flow & Returns – PARKING Monica consider extending a new ground lease with the following terms: • Term and extension option: a base term of fifty five (55) years with an option to extend the term for an 7. Provide cash flow projections that illustrate the anticipated income and operating expenses during the project’s additional forty four (44) years. initial stabilization period. • Fixed Payment Schedule: The ground lease payment would increase on a fixed schedule every 10 years based on the lesser of a) CPI, and b) Cumulative fifteen-percent percent increase (15%) for each Please seee the following Schedules entitled: 10-year period. • Initial Ground Lease Payment: $750,000 per year, commencing upon receipt of certificate of occu- • Pro-Forma Cash Flow & Returns – HOTEL pancy at end of construction period. • Pro-Forma Cash Flow & Returns – CUMULATIVE COMMERCIAL + PARKING • The Development Team would be willing to consider a financial structure whereas the Developer makes a • Pro-Forma Cash Flow & Returns – RESTAURANT/ RETAIL one-time lump sum payment to the City equal to a present value of the ground lease payment (based on an • Pro-Forma Cash Flow & Returns – COMMERCIAL / CREATIVE OFFICE/ RETAIL agreed on scheduled). • Pro-Forma Cash Flow & Returns – ART & CULTURAL • Pro-Forma Cash Flow & Returns – PARKING

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8. Provide cash flow projections for the project for the 20-year period following the project reaching stabilized oc- b) The permanent loan underwriting terms; cupancy. Describe the assumptions applied in the projections. • Once the project has stabilized and the tenants have taken occupancy, we would procure a long-term loan. Please seee the following Schedules entitled: We do not expect any issues in procuring the loan other than general concerns about the ground lease. A fifty five (55) year base terms and extension options for an additional forty four (44) years is the preferred • Pro-Forma Cash Flow & Returns – HOTEL structure. We expect to procure a loan based on a sixty-five (65%) to seventy percent (70%) of value which • Pro-Forma Cash Flow & Returns – CUMULATIVE COMMERCIAL + PARKING would ensure a meaningful amount of equity remaining in the property. • Pro-Forma Cash Flow & Returns – RESTAURANT/ RETAIL • Pro-Forma Cash Flow & Returns – COMMERCIAL / CREATIVE OFFICE/ RETAIL c) The expected stabilized return on any equity to be invested in the project, and the threshold internal rate • Pro-Forma Cash Flow & Returns – ART & CULTURAL of return on that investment. • Pro-Forma Cash Flow & Returns – PARKING • Based on project underwriting, we expect that the project will produce a return greater than eight-percent Please see the Notes contained in Question #3 for detail on assumptions made in the Pro-Forma projections. (8%) based on the project cost. An IRR is directly affected by the amount of time that the capital is outstand- We have underwritten the follow economic instruments to fund and sustain the Art & Cultural components of the ing. project: • BSAC Stabilization Endowment - Two-hundred thousand dollars ($200,000) funded at completion of con- 10. Include a statement of basic assumptions affecting the economic feasibility of the project. struction by the Developer to fund the BSAC Arts Center Management for preliminary planning and subsidy for first year of operation. • The Development Team is focused on ensuring that the project will have support of the community, the City • Rental Subsidy - Is equal to over one-million, three hundred thousand dollars ($1,300,000) in annual operat- staff and City Council as we see the project as “heart” or cultural center of an evolving and critical area of ing income to the project. the City of Santa Monica. Over the next twenty-years, the Exposition Light Rail is going to change the way • Parking Fees Over-Ride – The Development Team has underwritten an ON-GOING parking subsidy to funds the City is oriented and the way the community around the 26th/ Bergamot transit stop will be engaged the operations and programming of the Arts at the property as a portion of the parking revenue generated however, because of the limited FAR (at 1:1), the project is limited to 225,000 SF of leasable area. The project on-site. We propose that ten percent (10%) of all parking revenue be set aside to subsidize BSAC. This will has been underwritten to provide 75,000 SF of arts and cultural area at below-market rents making them, equate to one-hundred, fifty thousand ($180,000) in annual fees to maintain the BSAC Arts Center Manage- effectively, being subsidized by the City. In order to ensure that the project and its tenants are sustainable, ment and cultural planning. we have established a “BSAC Cultural Trust Fund” that will be endowed by the developer with two-hundred • Naming Opportunities – Half of all revenue generated at the property from corporate sponsorship and nam- thousand ($200,000) at the end of construction. We have also established financial mechanisms to subside ing rights will be dedicated to subsidize the arts organizations and cultural planning at the property. the arts and cultural components including a parking surcharge, “naming” opportunities and other subsidies as defined in the Arts Center Management Plan. We anticipate that the project will provide the following fiscal benefits to the City: • With the oncoming Exposition Light Rail opening in 2015, the City needs to maintain a focused process • Ground Lease Payment; to ensure that the project is on its way when the rail line commences operations. As important, the most • Transit Occupancy Tax; important variable affecting the project’s economics will be time it takes to complete. Our team is made of • Retail Sales Tax; people that live and work in the community and will be focused on ensuring that the economics are not an • New full time jobs in a diverse employment base; impediment to completing the project. However, we look forward to a focused and reliable environmental • Property Tax; review process that will rely on the studies and documentation prepared for the City as part of the Bergamot • Utility User Tax, and Area Plan and LUCE. • Business Tax. • It is important to note that the ground lease structure is not optimal for a new development project as banks and lending institutions are focused on the finite term of the lease. They are most focused on the collateral 9. Based on information provided in the sources and uses of funds statements, clearly set forth the following: and ground lease structure to ensure that they are not bearing any significant risk. It will be critical that the City and Development Team work in a cooperative manner to address the terms of the ground lease . a) The construction loan underwriting terms; • The Development Team assumes that any Condition Use Permits and/ or Liquor Licenses would be pro- cessed as part of the project approval and entitlement process. • Prior to construction commencement, the partnership will procure a construction loan to fund the construc- • The Development Team assumes that it will utilize solar arrays and other electricity generating technology tion and development costs. The team has many banking relationships which will enable us to procure a on the site to allow for “net neutrality” to the users. To achieve this, the Development Team may sell an inter- construction loan based on favorable terms. est in the infrastructure and operations to a third party. Any agreement would agree with the terms of the ground lease. • The Development Team assumes that the 45% market rent component will be maintained for the life of the project. The for-profit, Contemporary Art Gallery space will be re-assessed after ten (10) years to ensure that the rents are commensurate with the quality and profitability of the businesses.

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Bergamot Station Arts Center Santa Monica, CA DEVELOPMENT PRO‐FORMA ‐ Program & Budget 26STREET TOD PARTNERS LLC

PROPERTY & PROJECT SUMMARY 11. Identify any financial contingencies that the development team is imposing on the proposal being offered to the City. Description: Mixed‐Use Development Location: Santa Monica, CA • The pro-forma and underwriting attached provides for a certain Return on Investment to the Development Team and Owner- Site Area: 221,264 SF or 5.08 Acres ship Group. Given the subsidies and program, we are certain that we can implement an outstanding project that will support and FAR (on Gross Bldg Area): 1.00 sustain the Arts and Cultural components. We also believe that our return would be considered low in the marketplace for new Existing Building Area: development of this size and complexity. The Development Team requests consideration that it may revisit its pro-forma and Building 1: 30,000 SF economic return throughout the negotiating process to ensure viability. New Mezzanine Area: 10,000 SF • The Development Team would look to negotiate a fixed-payment schedule for ground lease. Existing Building Area: 40,000 SF

• Our project considers a 20,000 SF building which is designed to accommodate the Santa Monica Museum of Art (“SMMOA”). Hotel Building Area: If chosen, the Development Team would look to negotiate closely with the SMMOA to better understand the economics of their Lobby / Gathering/ Service: 3,500 SF proposed occupancy at the project. Their occupancy has been underwritten based on the parameters outlined by the City in the Hotel Room Area (3 Levels): 60,500 SF Misc: 4,777 SF RFP at a subsidized rental rate. However, the SMMOA has conveyed a preference to fund the construction of their building in ex- New Building Area: 68,777 SF change for a decreased rental rate. The Development Team would want flexibility to explore the alternate financial structure. The SMMOA may also be provided the option to engage an alternate Architect to conceptual their improvements, if they wish to do New Building Area: Building (Pad): 1,000 SF so. As part of the process, the Development Team will closely review SMMOA’s business plan and anticipated Capital Campaign. Building C (SMMOA/ Anchor): 20,000 SF The capital campaign will be necessary to fund their physical occupancy, endowment and operations. If SMMOA is unable to ef- Building 2 (Ground Floor): 31,452 SF fectuate the anticipated campaign, the Development Team would consider alternate tenants for the space. Building 2 (Mezzanine): 9,700 SF Building 3 (Ground Floor): 39,000 SF Building 3 (Mezzanine): 11,335 SF New Building Area: 112,487 SF

Gross Building Area ‐ Existing + New: 221,264 SF

Parking ‐ Subterranean: 381 Parking ‐ At‐Grade ‐‐ Hotel: 41 Parking ‐ At‐Grade ‐‐ Misc: 20 Parking (total): 442 SF per Parking Space

DEVELOPMENT BUDGET

BSAC Stabilization Endowment $200,000 Assumptions & Notes: Soft Costs ‐ Consultants $3,166,580 5.00% of Hard Costs * The Development Team would request a Mills Act exemption Soft Costs ‐ Permit & Fees $2,533,264 4.00% of Hard Costs for the property taxes but, has underwritten it a 1.1% of Soft Costs ‐ Other $2,533,264 4.00% of Hard Costs stabilized value. Site Work $1,548,848 $7.00 PSF of Land Area * Financing Cost/ Debt Service is a fixed amount. Demolition $221,264 $1.00 PSF of Land Area * Total Project Cost including Financing is $416 per Buildable SF Offsite $442,528 $2.00 PSF of Land Area Hard Cost (Existing) $3,800,000 $95.00 per Existing Building Area * Construction Costs are based on soft bid from WE O'NEIL Hard Cost (Hotel) $18,225,905 $265.00 per Total Hotel Area 04.16.13 Hard Cost (SMMOA) $7,000,000 $350.00 per Museum Area * Project Stabilization occurs in Year 3. Hard Cost (New) $16,853,050 $150.00 per New Building Area * Parking Over‐Ride for Art Endowment is underwritten at Parking (Subterranean) & Site $15,240,000 $40,000 per space approximately $180,000 per year. Tenant Improvements (Restaurant/ Retail) $813,250 $50.00 per Net New Building Area Tenant Improvements (Creative Office) $3,061,100 $50.00 per Building Area Leasing Commissions $1,327,584 $6.00 per Gross Building Area Parking Requirements: Development Overhead $1,642,680 2.00% of Hard & Soft Costs Office: 2.5 per 1,000 SF 152 Prevailing Wage & GC Fee $3,055,948 5.00% of Hard & Soft Costs Restaurant/ Retail: 4.0 per 1,000 SF 65 Hard Cost Contingency $4,749,870 7.50% of Hard Costs Arts Related: 2.0 per 1,000 SF 150 Soft Cost Contingency $617,483 7.50% of Soft Costs Hotel: 0.8 per unit 74 Total Project Cost before Financing $87,032,617 Parking Required: 442

Financing Cost/ Debt Service $5,000,000 Total Project Cost $92,032,617

less: Construction Loan $59,821,201 65.00% LTV Equity Required $27,211,416

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PROPRIETARY CONFIDENTIAL 9:10 AM, 5/1/2013 FINANCIAL ANALYSIS OF DEVELOPMENT PROGRAM

Bergamot Station Arts Center Santa Monica, CA DEVELOPMENT PRO‐FORMA ‐ Revenue & Returns 26STREET TOD PARTNERS LLC

PROGRAM SUMMARY

Arts Related SMMOA/ Anchor: 20,000 SF $1.60 PSF Annual Rent, Modified Gross NOTE: Arts & Cultural related rental Culture Lab: 10,000 SF $1.60 PSF Annual Rent, Modified Gross rate is subsidized based on a Gallery: 45,000 SF $2.60 PSF Annual Rent, Modified Gross Market Rent of $4.00 PSF. Gross Area: 75,000 SF Parking: 150 stalls

Commercial Commercial/ Creative Office/ Retail: 30,611 SF $4.00 PSF Annual Rent, Modified Gross Commercial/ Creative Office/ Retail: 20,611 SF $4.00 PSF Annual Rent, Modified Gross Commercial/ Creative Office/ Retail: 10,000 SF $4.00 PSF Annual Rent, Modified Gross Gross Area: 61,222 SF Parking: 152 stalls

Restaurant/ Retail Restaurant/ Retail: 7,000 SF $4.25 PSF Annual Rent, NNN Restaurant/ Retail: 7,765 SF $4.25 PSF Annual Rent, NNN Restaurant/ Retail: 1,500 SF $4.25 PSF Annual Rent, NNN Gross Area: 16,265 SF Parking: 65 stalls

Hotel Number of Rooms: 93 Room Rate (Year 1): $265 Occupancy (Year 1): 63% Occupancy (Stabilized): 72% Gross Area: 68,777 SF Parking: 74 stalls

STABILIZED NOI ‐ YEAR 3

Arts Related Revenue: $2,392,330 Commercial/ Creative Office/ Retail Area Revenue: $3,312,471 STABILIZED, YEAR 1 Restaurant/ Retail Area Revenue: $1,190,632 GROUND LEASE PAYMENT Parking Revenue: $1,932,721 $750,000 Cumualtive Expenese: ($2,898,186) BSAC Arts Endowment: ($183,229) Vacacncy & Collection Loss: ($689,543) Commercial NOI: $5,057,195 Hotel NOI: $2,315,193 Stabilized Net Operating Income: $7,372,388

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