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Victor De la Cruz || 1^1 Iclll Manatt, Phelps & Phillips, LLP manatt | phelps | phillips Direct Dial. (310)312-4305 E-mail: [email protected]

October 21, 2014 Client-Matter: 45860-031

BY MESSENGER AND E-MAIL

President Patsaouras and Honorable Commissioners Board of Recreation and Parks Commissioners City of Los Angeles 221 N. Figueroa Street, Room 1510 Los Angeles, CA 90012

Re: The Greek Theatre Concession Award - Response to Mayer Brown Letters of October 8, 2014 and October 20, 2014

Dear President Patsaouras and Honorable Commissioners:

On behalf of Live Nation Worldwide, Inc. ("Live Nation"), we write in response to the October 8, 2014 and October 20, 2014 letters from Nederlander-AEG's legal counsel. Unfortunately, these letters are nothing more than additional attempts to confuse and delay the process after your staff and a five person independent panel of experts (the "Evaluation Panel") unanimously found that Live Nation by far delivered the superior proposal to operate the Greek Theatre for the next 20 years.

Live Nation scored a total of 455 points out of a possible 500, whereas Nederlander-AEG only scored 396. Live Nation delivered a vastly superior proposal - it is that simple. This letter will demonstrate, and even the most cursory review of the two proposals will confirm, that Nederlander-AEG's proposal - like Nederlander's current operation of the Greek Theatre - leaves much to be desired. Whether it's the Nederlander-AEG proposal's inappropriate use of Patina Group venue photographs (Patina Group is not Nederlander's, but Live Nation's food and beverage partner), a capital improvement contribution that isn't even half of Live Nation's, or a misleading pro forma projecting revenue from up to 80 shows when the proposal guarantees 50 shows elsewhere, the 40-year incumbent's proposal was so flawed that it could only have come from a company with a self-entitled belief that it, and not the people of Los Angeles, own the Greek Theatre. Los Angeles deserves better.

After Nederlander derailed the last request for proposals ("REP") process in 2001, the Department of Recreation and Parks ("RAP" or the "Department"), with the oversight of the Board of Recreation and Parks Commissioners ("Board"), worked extremely hard to prevent a repeat of what the Editorial Board of the Los Angeles Times then called a "Greek Tragedy" - Nederlander's disruption of the City's contracting process by politics and campaigns of misinformation. For that reason, RAP and the Board went through an exhaustive, lengthy, and transparent process to create an independent panel of experts from throughout the country - the Evaluation Panel - and received community, professional, and proposer input on the REP

October 21, 2014 Page 2 components, point allocations, and the evaluation process, even asking potential proposers to comment on a draft RFP. In that vein, on May 15, 2014, Nederlander-AEG submitted minor technical comments on the RFP, making no major objection to the evaluation process, the RFP scoring categories, or the planned point allocations. (See Exhibit A.) True to form, however, as soon as the independent Evaluation Panel unanimously recommended Live Nation for the award this year - Nederlander was "shocked," attacked the integrity of the entire process, and questioned the structure and scoring allocations of the RFP.

Nederlander-AEG's October 8, 2014 letter fails to address the actual scoring of the proposals. As the letter jumps from one part of the RFP to another without attempting to make any meaningful connection to the Evaluation Panel scores, it becomes apparent that the letter is not geared at shedding light on any scoring discrepancies, but rather, creating confusion by omitting key elements of the proposals and the scoring that was given to each section. This is because all five members of the Evaluation Panel were consistent in their scoring, and the 59 point differential between the proposals is simply insurmountable. For example, so great is the point differential that even if Live Nation had scored zero points out of 50 on "Revenue Sharing" - the one area that the overwhelming majority of Nederlander-AEG's letter focuses on - Live Nation would still come out ahead. Moreover, Nederlander-AEG's allegations are even more bizarre when one realizes that Nederlander-AEG actually outscored Live Nation by 6 points on this section, which only begs the question: If Nederlander-AEG is so adamant that it delivers better revenue sharing, then doesn't this indicate that the scoring worked?

The process leading to Live Nation's selection as the recommended proposer was a model of transparency and careful review. As this letter will demonstrate, Nederlander-AEG's allegations are unfounded and based on gross misrepresentations of both proposals. Live Nation has assembled an award-winning team of architects and preservationists - backed by Live Nation capital - that will put an end to the Nederlander legacy of deferred maintenance and elevate the Greek Theatre experience to one every Angeleno will be proud of. We respectfully urge the Commission to adopt the staff recommendation and move this item forward to the City Council as soon as possible.

As detailed in the discussion below, Nederlander-AEG's contentions should be rejected for the following reasons:

• Live Nation offered the superior financial proposal.

• Live Nation proposes a vision for the Greek Theatre unmatched by Nederlander-AEG.

• Live Nation's Greek Theatre Community Trust is a benefit above and beyond Live Nation's required Community Partnership Plan. manatt manatt | phelps | phillips

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• Nederlander-AEG's food and beverage proposal relied on photographs from Live Nation's culinary partner. Patina Group; only Live Nation's team has the experience and capability to transform the Greek's existing concessions.

• Live Nation's preventative maintenance plan met all RFP requirements, and after a valid "apples-to-apples" comparison, was appropriately found to be superior by the Evaluation Panel based on multiple factors.

• The Evaluation Panel correctly read, and evaluated, Nederlander-AEG's proposed landscaping plan.

• RAP and the RFP process are fully complying with the requirements of the California Environmental Quality Act ("CEQA").

• Nederlander-AEG's insinuation that providing tickets to Greek Theatre Advisory Committee Members would be illegal is not supported by any evidence.

• Nederlander-AEG's myriad other objections are all completely unfounded, and represent desperate attempts to discredit Live Nation's superior proposal.

A. Live Nation Offered the Superior Financial Proposal.

1. Nederlander-AEG Continues to Misrepresent the Total Guaranteed Revenue.

Nederlander-AEG has mounted most of its protest around the argument that its proposal provides more guaranteed revenue share. Never mind that Live Nation's proposal provides approximately $30 million more guaranteed revenue overall. Never mind that the Financial Proposal section of the RFP is actually comprised of three components: (1) "Strategic Plan and Direction" (50 points); "Level of Revenue Sharing" (50 points); and "Level of Capital Investment" (50 points) and never mind that Live Nation's proposal was so superior across the board - including in all the other financial categories - that even if Live Nation had scored zero points out of 50 for "Level of Revenue Sharing," it still would have outscored Nederlander- AEG's proposal.

Live Nation's minimum guarantees are in fact overwhelmingly higher, which explains, in part, why Live Nation received higher scores for Strategic Plan and Direction and Level of Capital Investment. Nederlander-AEG conveniently ignores the additional guaranteed revenue offered by Live Nation in the form of: (1) the Guaranteed Community Trust; (2) the Guaranteed Capital Improvements; and (3) the Guaranteed Penalties for every show below 70. As the matrix below demonstrates, whether one treats the concession as a 10-year or 20-year contract, Live Nation's minimum guarantees are consistently higher - and not just by a small margin. Live manatt manatt | pheips | phillips

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Nation's proposal guarantees approximately $13 million more total revenue to the City at the 10- year mark and $30 million more total revenue to the City at the 20-year mark.

MINIMUM GUARANTEES - THE FULL PICTURE Years 1-10 Years 11-20 Total NEDERLANDER-AEG Minimum Revenue Share $36,250,000 $41,250,000 $77,500,000 Guaranteed Capital $18,746,000 $0 $18,746,000 Improvements Nederlander Total $54,996,000 $41,250,000 $96,246,000 | LIVE NATION Minimum Revenue Share $30,000,000 $30,000,000 $60,000,000 Guaranteed Community Trust $3,000,000 $3,000,000 $6,000,000 Guaranteed Capital $25,000,000 $15,000,000 $40,000,000 Improvements Guaranteed Penalty $10,000,000 $10,000,000 $20,000,000 Payments1 Live Nation Total $68,000,000 $58,000,000 $126,000,000

The above numbers are the reason that Nederlander-AEG has tried so hard to focus only on the minimum revenue share, and not all the other guaranteed revenue streams in Live Nation's proposal. Likewise, it is the reason Nederlander-AEG's correspondence on the financials has been so intentionally jumbled; placing all the guaranteed revenue in one easy-to-read matrix demonstrates the true contrast between the proposals. Importantly, Live Nation's proposal also guarantees more total revenue at the 10- and 20-year marks even if one does not include the last row of Live Nation revenue from penalty payments - by approximately $3 million and $20 million, respectively.

While Live Nation does not need to include the penalty payments to come out ahead, it is important that the full revenue picture be provided - something that Nederlander-AEG has consistently failed to do. Accordingly, we provide an explanation here as to why the penalty payments should be included in evaluating the total minimum guarantee. As you know, both proposals offer to pay the guaranteed minimum revenue share or a certain percentage of total revenue, whichever is higher. The percentage of total revenue share is estimated based on the pro forma submitted by Nederlander-AEG and Live Nation. A careful review of the two proposals indicates that while Nederlander's pro forma projections are based on an unrealistic, never-achieved, and non-guaranteed total of up to 80 shows a year. Live Nation's pro forma

1 Per its proposal, Live Nation will pay the City an additional $1 million per year if it programs only 50 shows per year, which is Nederiander-AEG's guaranteed amount of shows per year ($50,000 x 20 =$1,000,000). If Live Nation produced 56 shows per year (the historic average at the Greek Theatre for the past 10 years), it would pay the City $700,000 per year ($50,000 x 14 = $700,000) in addition to the minimum rent. manatt manatt | phelps | phillips

October 21, 2014 Page 5 projections are based on a total of 70 guaranteed shows a year. What this means is that the pro forma projections in Live Nation's proposal are conservative, rather than aspirational, because they are based on 70 shows that Live Nation has guaranteed. In other words, it is extremely likely that, under Live Nation, RAP will receive the higher percentage of total revenue - not the minimum. Nederlander-AEG, whose pro forma is based on up to 80 shows a year, on the other hand, has only guaranteed 50 shows in its proposal, and has produced an average of 56 shows a year over the last 10 years. If Nederlander was confident in its projections, it would have guaranteed more than 50 events. The fact that it has partnered with AEG, which has two similarly sized competing venues (Nokia Theatre and the Shrine Auditorium), also make it more likely than not that Nederlander-AEG would pay the minimum revenue share over the life of the contract - not the higher revenue share - because AEG would produce its best shows at these venues where it would not have to share revenue with the City.

Having explained the pro forma, it then becomes easier to understand that Live Nation would most likely only be in a minimum revenue share situation if it were to put on less than the 70 shows in its pro forma. Because Live Nation's proposal offers the City a penalty payment of $50,000 per show for every show below 70, Live Nation's minimum revenue share cannot be viewed in a vacuum, but rather in conjunction with those penalties. Thus, if Live Nation were to produce the 50 shows per year that Nederlander-AEG is guaranteeing, then Live Nation would pay the City an extra $1 million every year on top of the guaranteed revenue share. Alternatively, if Live Nation produced 56 shows per year (the historic average at the Greek Theatre), it would pay the City $700,000 per year in addition to the minimum revenue share. Again, Live Nation's proposal provides more guaranteed revenue even without taking the penalties into account. However, once the penalties are accounted for, the differences between the two proposals are actually quite astounding.

2. Live Nation's Proposal Also Delivered the Higher Pro Forma Revenue Share.

Interestingly enough, the one non-technical comment Nederlander-AEG made on the draft REP in its letter to RAP dated May 15, 2014, had to do with its then-concern that "to allow for a more objective review and to protect the Department against an award based on artificially- inflated revenue projections, financial scores should reflect the amount of money that a proposer guarantees it will pay to the City." (See Exhibit A.) RAP ultimately struck a middle ground by evaluating both the minimum guarantees and the pro forma revenue share. Ironically, however, now that the evaluations have been completed and Live Nation and Nederlander-AEG proposed to share 8 percent and 10 percent of revenue, respectively, Nederlander no longer has any concerns about inflated revenue projections and takes the position that its proposal is "objectively" superior merely because of the higher percentage revenue share. In reality, nothing could be further from the truth.

2 Live Nation has a proven track record of delivering this number of shows as evidenced by its operation of the Gibson Amphitheater (a venue of almost the same exact size as the Greek Theatre) before its closing in 2013. manatt manatt | pheips | phillips

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As a threshold matter, Live Nation offered 8 percent to strike a balance with its whopping $40 million capital investment in the Greek Theatre (more than twice as much as Nederlander- AEG). That alone tips the scales in favor of Live Nation's total contribution. Furthermore, as the number one concert promoter in the world, Live Nation also has little doubt that an 8 percent revenue share, coupled with Live Nation's capital and programming improvements, will result in greater total dollars for RAP than a higher percentage of lower revenue from a company with a much smaller local, regional, and national amphitheater portfolio such as Nederlander. As the world's Number One Promoter on Pollstar's annual Top 100 Worldwide Promoter List, Live Nation has unparalleled access to top-tier talent that will drive attendance and improve the quality of shows in ways that have not been possible in the past. Moreover, unlike Nederlander's partner, AEG, Live Nation does not operate competing similarly-sized facilities in the Los Angeles market. This fact alone allows Live Nation to focus all its attention and resources on maximizing the programming and revenue of the Greek Theatre, rather than divert the most profitable shows to Nokia Theatre and Shrine Auditorium where revenue does not have to be shared with the City.

Live Nation's global stature and its lack of competing facilities are two common sense reasons why Live Nation would deliver higher total revenue than Nederlander-AEG. However, upon carefully reviewing Nederlander-AEG's pro forma, one truly sees how inflated the Nederlander-AEG proposal revenue projections are. As previously stated, Nederlander-AEG bases its revenue projections on producing up to 80 shows a year, despite only guaranteeing 50 and having a historic average of 56 shows a year. These unguaranteed and completely unrealistic numbers render Nederlander-AEG's pro forma completely useless as a realistic forecasting model.

PRO FORMA REVENUE SHARE - THE FULL PICTURE Years 1-10 Years 11-20 Capital Total Improvements Nederlander-AEG i Nederlander-AEG Pro $42,488,158 $55,284,808 $18,746,000 $116,518,966 Forma (Up to 80 Shows/Year) Nederlander-AEG Adjusted $31,884,301 $41,282,582 $18,746,000 $91,912,883 Pro Forma (56 Show Historic Average) Live Nation ! Live Nation Pro Forma (70 $36,488,570 $47,290,595 $40,000,000 $123,779,165 Shows/Year Guaranteed)3

3 Includes $6 million of guaranteed funding over 20 years for the Greek Theatre Community Trust. manatt manatt | phelps | phillips

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As the above matrix indicates, and as the Evaluation Panel and RAP found, Live Nation delivers higher total revenue based on the pro forma projections even if Nederlander-AEG's pro forma is taken at face value. Once Nederlander-AEG's pro forma is adjusted to account for Nederlander's 10-year historic average of 56 shows a year, however, the delta between the two proposals becomes much more stark - Live Nation delivers approximately $32 million more revenue over the life of the contract.

3. Live Nation Has Committed to Paving the Minimum Revenue Share; It is Nederlander That Has Continuously Sought to Avoid Paving RAP the Minimum Rent and Contractual Penalties Under its Existing Contract.

Nederlander-AEG seeks to cast aspersions on Live Nation's financial proposal by arguing that the company's minimum revenue share is not, in fact, guaranteed. This argument finds no support in Live Nation's proposal. Yesterday, Nederlander-AEG attorneys submitted yet another letter on this topic, this time asserting for the first time that staff should have rejected Live Nation's bid altogether. These claims are complete fabrications.

In its Financial Projections and Planning submittal, Live Nation identified both the RFP's required minimum revenue share of $1,750,000 and Live Nation's minimum revenue share of $3,000,000 starting in 2016. (Live Nation proposal, p. 333.) In a separate section of its response that did not change the Financial Proposal - under the Concession Improvement Plan section (Live Nation proposal, p. 378) - Live Nation included boilerplate language4 that could serve as the basis for future discussions with the Board on components of the rent, such as the minimum show penalties, should there be construction delays; in no way did this language change the revenue share component spelled out in another section of the Financial Proposal, especially since the RFP stated that revenue share had to remain constant. Apart from the fact that the revenue share section in the Financial Proposal remained unmodified, the cited language

4 Nederlander-AEG points to the following boilerplate language in Live Nation's proposal:

If, after using good faith commercially reasonable efforts, Live Nation is unable either to commence proposed operations with the Required Projects in place or otherwise commence operations contemplated by this response because of any legal challenges or lack of permits and approvals being issued that materially impact Live Nation's proposal, then Live Nation will require a rent abatement commensurate with the estimated loss of revenue resulting from such matters and the inability to complete the Required Projects or operate at the contemplated operation level.

Nowhere does the above paragraph state that Live Nation will not pay the minimum revenue share. This language was placed into Live Nation's proposal to signal that Live Nation would confer with RAP about rent components - just as Nederlander has for decades - if there were significant delays due to matters outside of Live Nation's control. Any reduction would ultimately be at the discretion of the Board, and as the General Manager of RAP told the Board at the last hearing, none of this language will be inserted into the Concession Agreement. manatt manatt | phelps | phillips

October 21, 2014 Page 8 could not modify Live Nation's proposal in any meaningful way since any potential abatements would have to be approved by the Board.

Interestingly, the reason Nederlander-AEG may have conceived the idea that Live Nation may not pay the minimum revenue share is that Nederlander consistently sought to avoid its contractual obligations to RAP throughout the life of its contract at the Greek Theatre. What is particularly remarkable about Nederlander's requests is that it has asked for abatements for reasons completely of its own doing. For example, only five weeks after being awarded the Greek Theatre concession in 2001, Nederlander requested that its annual minimum revenue share guarantee of $1.2 million, and its performance guarantee of $15 million, be subject to a pro rata reduction based on the number of days that Nederlander was prevented from putting on shows due to construction of the required capital improvements. (See Exhibit B.) RAP staff recommended denial of these specific requests, and the Board concurred. (Board Minutes, December 13, 2001.) Two months later, however, Nederlander brought a similar request back to the Board, proposing to add qualifying language to the agreement's performance guarantee and liquidated damages provisions that would require RAP to meet and confer with Nederlander if construction of the capital improvements was delayed. (See Exhibit C.) This time the Board approved Nederlander's requested changes. Indeed, throughout the course of its operation of the Greek Theatre, Nederlander's continued failure has caused it to request and receive one rent abatement after another.5 As the saying goes, those that live in glass houses shouldn't throw stones. The only reason that Nederlander-AEG could think of such an absurd argument - that Live Nation's proposal does not guarantee the minimum revenue share - is that seeking to avoid minimum rent and penalties has been part of Nederlander's playbook at the Greek Theatre for decades.

It is also important to note that in its interview with Live Nation, the independent Evaluation Panel addressed the rent abatement language in order to clarify any potential inconsistency, and the General Manager informed the Board that the contract would enforce the terms of the REP. Live Nation also clarified at the interview that it would pay the minimum revenue share irrespective of any construction delays. These clarifications made it clear that Live Nation's response was fully consistent with the REP. Moreover, even if there had been an

5 From 2009 to 2011, when Nederlander's revenues fell short of the required performance guarantee, Nederlander requested that the Board completely, or partially, waive its contractual penalty payments, claiming that the revenue shortfalls were attributed to the arrival of the Nokia Theatre, the current economic environment, and the downturn in the concert touring industry. (See Exhibit N.) In justifying its request for this significantly reduced penalty payment, Nederlander argued that it had made significant contributions of in-kind services to RAP and the City, including assumption of costs for traffic operations originally provided at no cost by the City's transportation department, and non-required capital improvements such as a new bar, and a sound monitoring system to ensure compliance with applicable noise regulations. (Id.) However, these expenditures by Nederlander either directly benefit Nederlander (e.g., the traffic operation costs are necessary in order to ensure that patrons can easily arrive at, and spend money at, the venue; and a new bar provides additional concession revenue to Nederlander) or, in the case of the sound monitoring system, are required to comply with the terms of the concession agreement. manatt manatt | phelps | phillips

October 21, 2014 Page 9 inconsistency, the City Charter, as quoted in the RFP (RFP, p. 37), reserves to the City the right to "waive any informality in the bid or proposal when to do so would be to the advantage of the City." Having clarified what Live Nation meant by that language, and understanding that RAP would not allow such language to be inserted into the Concession Agreement anyway, the Evaluation Panel rightfully disposed of the matter as a non-issue.

Finally, the fact that Nederlander-AEG's counsel would quote and attach Live Nation's statement accepting the terms and conditions of the RFP points to extreme desperation. Mr. Rapino's Acknowledgment and Acceptance states that "[o]n behalf of Live Nation, I acknowledge and accept the terms and conditions set forth in Request for Proposals (CON-M14- 001) for the Operations and Maintenance of the Greek Theatre Concession." Only a desperate bidder could see such straightforward language and jump to the conclusion that Live Nation was taking exceptions to the RFP. The language says the exact opposite.

4. RAP Properly Considered the Superior Value of Live Nation's 20-Year Capital Improvement Program.

Nederlander-AEG failed to offer any capital expenditures beyond the first two years of the Concession Agreement in its proposal. In contrast, Live Nation's proposal was extensive, covering $40 million worth of improvements over a 20-year timeframe. Now that Live Nation's proposed improvement plan has been judged superior, Nederlander-AEG is trying to have Live Nation penalized for presenting a long-term, thoughtful vision for the Greek Theatre, while simultaneously trying to modify its own proposal to assume future theoretical improvements it could have, but failed to propose. Nederlander-AEG was free to propose an improvement program that went beyond the first two years, but consciously chose not to. It's too late for it to do so now.

The RFP covers a 20-year period, with an initial 10-year term and two 5-year options, and the two proposals were appropriately evaluated based on the vision Live Nation and Nederlander-AEG presented for this 20-year period. As pointed out by staff at the October 9, 2014 hearing:

All the pro forma, all of the capital investment, the strategic approach, and all of the objectives were set for the 20 year period. So the pro forma numbers that you see in front of you is for 20 years, and that was scored that way. So the capital investment is for 20 years, and it was scored that way as well. So it's very consistent. (Agnes Ko, October 9, 2014 hearing)

Nederlander-AEG's claim that they weren't expected to consider a 20-year improvement plan makes little sense in light of the 20-year pro forma that was required by the RFP and provided by Nederlander-AEG. Nederlander-AEG, on the one hand, presents a pro forma that is supposed to accurately describe expected revenues, costs, and expenses over a 20-year period, yet simultaneously claims that it wasn't reasonably expected to consider improvements from manatt manatt | phelps | phillips

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years 11 to 20. Nederlander-AEG necessarily had to consider improvements over the full 20- year term in order to produce an accurate pro forma. In fact, that Nederlander would not put any capital into the Greek Theatre after two years, essentially allowing the facility to deteriorate for the next 18 years, is captured quite accurately in its pro forma - by its plans to spend $655,000 on "deferred maintenance." (See Exhibit D.)

Even if Nederlander-AEG thought the REP only expected improvements over the first 10 years, it is clear that all proposals were free to go above and beyond the minimum requirements presented in the REP, and that the Evaluation Panel could score proposals higher based on a more expansive vision. The REP states that the chosen bid would have "the greatest ability to implement a concession program that will meet or exceed the [REP] objectives," and that proposers were "encouraged to present sound, practical, innovative and sustainable ideas to provide a first class, high-quality venue[.]" (REP, pp. 1,14) (emphasis added.) Nederlander- AEG's proposed capital improvement ideas for the Greek Theatre were not limited by the REP as they suggest, and they were free to present a capital improvement program as expansive as their vision. They did not, and now they are asking RAP to penalize Live Nation for its forward- thinking proposal.

At the same time, Nederlander-AEG appears to be trying to modify its own proposal by adding potential improvements after year 10. Counsel for Nederlander-AEG implies that the Evaluation Panel and the Board Report misunderstood Nederlander-AEG's capital expenditure commitment over the life of the Concession Agreement because Nederlander-AEG "never said that it would not commit additional capital expenditures in order to obtain the option." (Letter from Andrew Kugler, to Sylvia Patsaouras, President, Board of Recreation and Park Commissioners, October 8, 2014, p. 10.) However, in contrast to Nederlander-AEG's theoretical future improvements, Live Nation's commitment is clear and unambiguous - $25 million in capital improvements in the first two years, with $15 million to follow over the last 10 years.

Additionally, based on its history at the Greek Theatre, it is doubtful that Nederlander would actually offer any additional improvements after the initial term. As noted in our prior letter, key elements of Nederlander-AEG's current capital improvement proposal - such as its plan to bring back the old Greek columns and remove the 1950s roof - were also key elements of Nederlander's proposal in 2001, but were never implemented. Instead of renovations and upgrades that Nederlander could have implemented over its tenure, the Greek Theatre has been left in a slow state of steady disrepair. While Nederlander now claims that it would "of course" do additional capital improvements not required by the base contract of 10 years, today the facility is non-ADA compliant and Live Nation's structural engineer, Miyamoto International, the structural engineer for the LAX Theme Building reinforcement project, the Hollywood Bowl, and the Griffith Observatory (among others), has warned that the Greek's terraces are in danger of collapsing in an earthquake. Nederlander's track record provides no assurances that voluntary improvements would be forthcoming. It has profited from, and taken credit for, the Greek Theatre's amazing natural setting and facility, without significant capital investment for decades. manatt manatt | phelps | phillips

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The accolades that have gone to the Greek Theatre belong to the citizens of Los Angeles. They own the Greek Theatre, not a company that has failed to provide basic stewardship of a City jewel.

Finally, while Nederlander-AEG claims a misunderstanding regarding the improvement program time frame requested in the RFP, they had ample opportunity to get clarity from RAP staff. Before the RFP release date, RAP staff presented the draft RFP on May 2, 2014, and held public comment on May 16, 2014 to gather input and address questions or concerns on the draft RFP. After the RFP release date, proposers were required to attend a mandatory pre-proposal conference and had the opportunity to submit questions to staff regarding the RFP process and contents, and staff provided readily available responses to questions on the Department website. (See RFP Proposer Conference Presentation, June 17, 2014.) No less than four series of "Questions & Answers" covering 72 submitted questions were published by staff from June 16, 2014 to August 7, 2014, clarifying doubts and answering a wide variety of questions regarding the RFP requirements. Any Nederlander-AEG questions regarding the term for proposed improvements could have been raised during that time.

Even looking at just the initial 10-year term, as Nederlander-AEG requests, Live Nation's proposal beats Nederlander-AEG's proposal by $7 million in capital improvements. This does not even account for a slew of questionable components in their capital improvement budget, such as the inclusion of assets that they own and that are already at the Greek Theatre. There is no question that Live Nation's proposal on this subject is superior.

B. Live Nation Proposes a Vision for the Greek Theatre Unmatched by Nederlander- AEG.

The two proposal concepts for "Approach to Concession Improvements" come down to one key difference. Live Nation, together with Rios Clementi Hale, is proposing a transformative vision for the Greek Theatre that would restore its historic glory while allowing it to flourish as a modern concert venue. Nederlander-AEG is proposing a continuation of the same kind of minor repairs and superficial refurbishments that have resulted in today's degraded conditions.

Live Nation's investment would allow for the thoughtful restoration of the Greek Theatre, headed by the internationally renowned design team of Rios Clementi Hale Studios, with the historic preservation expertise and consultation of Page & Turnbull. Rios Clementi Hale was responsible for the $56 million redesign of Grand Park, which resurrected a dormant, underutilized plaza and transformed it into a truly extraordinary, urban gathering space that now serves as the heart of civic activity in downtown Los Angeles. Rios Clementi Hale proposes the same type of transformative experience for the Greek Theatre, as shown in the renderings enclosed as Exhibit E. manatt manatt | phelps | phillips

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In addition to its incredible work on Grand Park, Rios Clementi Hale also led the $30 million redesign of the historic Mark Taper Forum, and extensive improvements to the Hollywood Bowl's facilities, which allowed the Bowl to feature the world-class culinary artistry provided by Joachim Splichal of the Patina Group - artistry which Live Nation also proposes to feature at the Greek Theatre. We have enclosed as Exhibit F a letter from Rios Clementi Hale which details the firm's extensive experience revitalizing public spaces and historic venues, and its vision for the Greek Theatre.

Live Nation's capital investment strategy also underscores its commitment to responsible stewardship and care for the Greek Theatre, including its thoughtful preservation approach and collaboration with Page & Turnbull in order to restore the long-hidden historic features of the Greek Theatre. Of particular note, should the floating canopy design be approved, it will allow the entire historic building to be seen and experienced for the first time since the mid-1940s. Not only does the floating canopy design, with its minimal connection to the historic structure, provide a true homage to the historic structure, the overall design aesthetic is intended to clearly differentiate the historic portion of the Greek Theatre from the new addition as required by the Secretary of the Interior's Standards for the Treatment of Historic Properties. Attached as Exhibit G is a letter from Page & Turnbull discussing the conceptual improvements in greater detail, as well as their consistency with the Secretary of the Interior's Standards for the Treatment of Historic Properties.

The Greek Theatre is a vital cultural, historic, and architectural landmark that belongs to the public and has been neglected by Nederlander for too long. The venue has never benefitted from significant renovation or rehabilitation under the management of Nederlander, and in contrast to Live Nation's vision for the future of the Greek Theatre, Nederlander-AEG proposes improvements that would merely prolong the need for substantive repairs and rehabilitation. Nederlander-AEG has even acknowledged its lackluster approach, characterizing its proposal as a superficial "facelift" of the facilities. Nederlander's General Manager of the Greek Theatre said this about its proposal on National Public Radio recently: "You know it's funny - the Greek Theatre is kind of like your favorite grandmother.. .she is 85 years old [] she - maybe she needs a facelift... [b]ut at the end of the day, you still want to know and recognize your grandma." (Rena Wasserman, Interview with Larry Mantle, AirTalk, October 15, 2014.) Indeed, Nederlander- AEG's proposal contemplates temporary fixes to the glaring disrepair and neglect that has long been evident throughout the facilities.

We believe the Greek Theatre deserves more. History and experience have shown that the type of investment proposed by Live Nation can produce transformative results, turning previously underperforming public spaces into true jewels of the community. Live Nation's proposed $40 million capital investment strategy not only outspends Nederlander-AEG and exceeds the minimum qualifications under the RFP, but also presents a grand vision for the Greek Theatre that is worthy of this iconic venue. manatt manatt | phelps | phillips

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C. Live Nation's Greek Theatre Community Trust Is a Benefit Above and Beyond Live Nation's Required Community Partnership Plan.

Nederlander-AEG contends that Live Nation's proposed Greek Theatre Community Trust ("Community Trust") was improperly credited as a financial commitment to RAP. In making this claim, Nederlander-AEG argues that it is proposing to spend money for its required Community Partnership Plan and that it should have been counted when determining Nederlander-AEG's financial commitments.

Nederlander-AEG's argument is premised on a fundamental misrepresentation of Live Nation's Community Trust. The Community Trust, to which Live Nation will allocate a minimum of $300,000 dollars annually, is a financial commitment to fund a newly created trust to create new programs and improvements to benefit the Greek Theatre and the greater community. (Live Nation proposal, p. 624.) This trust will be comprised of funds contributed by Live Nation to be spent by the trust - not spent by Live Nation. This is an important distinction, and is what separates the Community Trust from the other expenditures incurred by Live Nation in relation to the remainder of its Community Partnership Plan.

In addition, the Community Trust will be established in conjunction with the Department, will be organized as a business trust, and will be governed by a written trust agreement. (Live Nation proposal, p. 624.) Live Nation's proposal specifically outlines the functions of the trust, including (1) to create special programming at the Greek Theatre for underserved and culturally diverse communities, and (2) to improve community outreach and response. Moreover, as was stated at the Commission's October 9, 2014 meeting, the Concession Agreement between RAP and Live Nation, should one be finalized, will specifically define the parameters of the Community Trust and the type and level of RAP oversight and control.

Nederlander-AEG claims that if Live Nation received scoring credit for the guaranteed financial component of the Community Trust, then Nederlander-AEG should have received credit from the Evaluation Panel for its commitment to fund various ongoing community programs which, it claims, will be equivalent to approximately $9 million over 20 years.6 However, this claim ignores the fact that Live Nation, just like Nederlander-AEG, has proposed its own specific community programs as part of its Community Partnership Plan, and will not only continue the same community outreach and benefit programs that Nederlander has been doing for years, but will also develop significant new programs intended to facilitate greater community involvement. The Community Trust is in addition to Live Nation's Community Partnership Plan.

6 Again, Nederlander-AEG conveniently understands the concession agreement to run for 20 years when it might be of benefit (i.e., in relation to the total estimated valuation of its Community Partnership Plan expenditures), but then insists that the concession only runs for 10 years when it wishes to attack the Evaluation Panel's scoring of its capital improvements plan. manatt manatt | phelps | phillips

October 21, 2014 Page 14

For instance, apart from the Community Trust, Live Nation will develop an enhanced communications plan regarding the Greek for the surrounding Griffith Park community, as well as other City communities; establish enhanced transportation options for residents within five miles of the venue; create a ticket pre-sale program for neighborhood residents; establish a state- of-the-art sound level reporting and monitoring program; create a new trash pickup program; and provide a new shuttle to alleviate traffic problems. (Live Nation proposal, pp. 613-620.) Live Nation also proposes to establish the Greek Theatre Community Engagement Council, the purpose of which is to gain a greater and more detailed understanding of the surrounding community and its cultural interests. (Live Nation proposal, p. 624.) In addition, Live Nation will provide an extensive complimentary ticket program for low-income community members, undertake additional outreach opportunities to the disabled community, develop an educational outreach program to introduce at-risk and school-aged children to the performing arts, and work with Hollywood Cinema Production Resources to enable underserved individuals to start their entertainment careers. (Live Nation proposal, p. 625.)

The above components of Live Nation's Community Partnership Plan will not be paid for by the Community Trust, which is separately funded, but rather will be borne by Live Nation. The Community Trust is separate from, and in addition to, all of the above components of Live Nation's Community Partnership Plan. If one looks at the wide array of community programs to be implemented by Live Nation, excluding the Community Trust, the dollar value of those programs would amount to $10.5 million dollars over 20 years. Thus, Live Nation's Community Partnership Plan, exclusive of the new Community Trust, is worth more than Nederlander- AEG's ($10.5 million for Live Nation, $9 million for Nederlander-AEG). When one accounts for Live Nation's new Community Trust, that difference becomes even more stark ($16.5 million for Live Nation, $9 million for Nederlander-AEG).

Finally, Nederlander-AEG also takes issue with the fact that the Community Trust is to be funded by premium ticket purchases. This is curious given that all revenue derived from programming at the Greek Theatre comes from ticket sales. AEG's AXS Premium ticketing service, for instance, conducts market research to price premium inventory to capture more revenue. (Nederlander-AEG proposal, p. 395.) Does Nederlander-AEG likewise take offense to the sale of premium seats for purposes of generating revenue for Nederlander-AEG? Here, at least, a portion of Live Nation's premium ticket revenue is allocated to a trust intended to provide underprivileged children access to the arts.

D. Nederlander's Food and Beverage Proposal Relied on Photographs from Live Nation's Culinary Partner, Patina Group, Demonstrating that Nederlander Lacks the Experience and Capability to Deliver any Meaningful Change to the Greek's Existing Concessions.

Live Nation and its culinary partner, Patina Group, were recently surprised to learn that the Nederlander-AEG proposal relied on at least six photographs of Patina Group operations to demonstrate Nederlander's proposed concept for food and beverage operations at the Greek manatt manatt | phelps | phillips

October 21, 2014 Page 15

Theatre. (See Exhibit H.) Specifically, the Nederlander-AEG proposal used six photographs from the Los Angeles Music Center, Hollywood Bowl Market Cafe, and AT&T Market Cafe - all of them Patina Group operations. (Live Nation's partner, Patina Group, provides food and beverage service at Walt Disney Concert Hall, the Los Angeles County Museum of Art, the Hollywood Bowl, and a number of other cultural institutions.) Nederlander-AEG did not seek permission to use Patina Group facilities, nor did it disclose that it was using photographs of concepts from Live Nation's partner for the Greek Theatre.

Nederlander-AEG's usurping of food and beverage concepts from Live Nation's partner for its proposal demonstrates that it has no concepts of its own that it can turn to, and calls into question whether Nederlander-AEG could actually revamp food and beverage offerings at the Greek. For its proposal, Nederlander-AEG selected "Sprout" as its food and beverage provider, a company that, although helmed by a successful restaurateur, has no experience operating a food and beverage operation at a performing arts venue. Obviously, if Sprout had any experience in this area, then Nederlander-AEG would not have had to use photographs from operations of Live Nation's concessionaire. Just as Nederlander promised a historic rehabilitation of the facility when it bid in 2001 and subsequently reneged, Nederlander has had forty years to improve the food and beverage offerings at the Greek Theatre, yet the menu continues to be dominated by carnival food, with offerings limited to items such as hot dogs, chicken tenders and funnel cake. Through Live Nation's partner. Patina Group, the Hollywood Bowl has raised the standard for food and beverage concessions at music venues (with items such as salads, wine and cheese, sushi, steak, salmon bowls, artisan burgers and sandwiches, risotto fritters, pastas, etc.). (See Exhibit 1.) All of this was done without an REP for a new operator, which begs the question: What has Nederlander been waiting for?

Ultimately, had the Evaluation Panel known that Nederlander-AEG was actually copying facilities designed and operated by Live Nation's concessionaire, there is no way that Nederlander would have received 45 out of 60 available points for "Approach to Potential Concession Improvements" and 34 out of 35 points for "Food and Beverage Plan." Without question, Live Nation's proposal, with Patina Group at the helm, together with such other Los Angeles icons as Chef Nobu Matsuhisa and Cafe Gratitude, was the only proposal that was honest and can truly transform the Greek Theatre's current lackluster offerings.

E. Live Nation's Preventative Maintenance Plan Met All RFP Requirements, and After a Valid Apples-to-Apples Comparison, Was Appropriately Found to be Superior by the Evaluation Panel Based on Multiple Factors.

In yet another attempt to undermine the Evaluation Panel's conclusions, Nederlander- AEG contends that the scores issued for the RFP's "Approach to Preventative Maintenance" category were improperly determined. Raising this particular claim at the last minute was simply another delaying tactic without merit. Nederlander-AEG contends that Live Nation's preventative maintenance expenditure was higher because it improperly included costs that are, in the opinion of Nederlander-AEG, appropriately categorized as routine maintenance, not manatt manatt | phelps j phillips

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preventative maintenance. This argument is erroneous, and not supported by any evidence in Live Nation's proposal.

First, it is important to note that the total preventative maintenance expenditure was not the sole factor considered by the Evaluation Panel when scoring the "Approach to Preventative Maintenance" category. Instead, the Evaluation Panel assessed the quality and comprehensiveness of the proposer's individual Preventative Maintenance Plan, as well as the proposer's overall approach to preventative maintenance at the Greek - it did not simply look at the dollar amount each proposer allocated to preventative maintenance as a pro forma line item.

Specifically, RFP Section 2.2.3 states that the proposers shall provide "a specific plan with supporting report forms to provide and fund any necessary repairs and maintenance, preventative maintenance, improvements, replacement of useful life, or upgrades...." (RFP, p. 24)(emphasis added.) The Evaluation Panel found Live Nation's approach to preventative maintenance to be far superior to Nederlander-AEG's due in large part to the comprehensive detail it contained, not just the higher expenditure amount. In fact, four of the Evaluation Panel's five summary comments regarding preventative maintenance discussed the superior detail and quality of Live Nation's Preventative Maintenance Plan, finding that it "was extremely comprehensive," "provided details on how improvements would be handled following construction and how the venue would be maintained in and out of season," "included delineating clear responsibilities as to roles for maintaining the facility," and that its "approach to landscaping and maintaining the grounds was significantly stronger [than Nederlander-AEG's]." (Evaluation Panel Summary, pp. 1-2.) Only one of these five summary comments focused on Live Nation's higher preventative maintenance expenditure, but that is the one comment that Nederlander-AEG is now attacking, claiming that a higher dollar figure is the sole reason that Live Nation was awarded 13 more points in this category. In making this argument, Nederlander-AEG is willfully ignoring the wealth of information indicating that it prepared a less detailed, less comprehensive Preventative Maintenance Plan.

In making its allegation regarding routine versus preventative maintenance expenditures, Nederlander-AEG claims that the RFP somehow prohibits routine maintenance activities from being discussed or included within a proposer's Preventative Maintenance Plan. To support this argument, Nederlander-AEG simply references four pages from the Sample Concession Agreement attached to the RFP, apparently as evidence that these pages somehow indicate that preventative maintenance is to be thought of as completely distinct from routine maintenance. However, a simple reading of those pages from the Sample Concession Agreement tells another story. Specifically, these pages from the Sample Concessions Agreement explicitly state that the "CONCESSIONAIRE shall be responsible for all necessary janitorial duties and damage/maintenance repairs" and that such maintenance shall "follow the Preventative Maintenance Plan shown in CONCESSIONAIRE'S Proposal (Exhibit B)." (Sample Concession Agreement, p. 25)(emphasis added.) The Sample Concession Agreement further provides that the "CONCESSIONAIRE shall, at its own expense in conjunction with the manatt manatt | phelps | phillips

October 21, 2014 Page 17

Preventative Maintenance Plan section of the CONCESSIONAIRE'S Proposal ... keep and maintain all the interior walls and surfaces of PREMISES" and that "CONCESSIONAIRE'S maintenance duties shall include all sweeping, washing, servicing, repairing, replacing, cleaning, and interior painting that may be required to properly maintain the premises in a safe, clean, operable, and attractive condition." (Sample Concession Agreement, p. 26)(emphasis added.) Clearly, as contemplated by the REP and Sample Concession Agreement, the required Preventative Maintenance Plan must demonstrate a proposer's commitment to perform both routine and preventative maintenance tasks at the Greek Theatre - it certainly does not require that "routine" maintenance be omitted from a Preventative Maintenance Plan.7

However, despite the language in the REP and Sample Concession Agreement demonstrating the expansive nature of the Preventative Maintenance Plan, Nederlander-AEG is attempting to apply its own exceedingly narrow, and unsupported, interpretation of that language. Furthermore, Nederlander-AEG completely misrepresents the content of Live Nation's Preventative Maintenance Plan, claiming that it contains "improper" maintenance costs such as landscaping supplies and theatre and office cleaning. This allegation is completely baseless; Live Nation's Preventative Maintenance Plan contains no such items. (Live Nation proposal, Preventative Maintenance Plan, pp. 383-384.) Instead, Live Nation allocated landscaping supply costs to its "Supplies" pro forma line, and theatre and office cleaning costs to its "Other Expenses" pro forma line. In fact, Nederlander-AEG's accusation becomes even more specious when one learns that Nederlander-AEG allocated these exact same landscaping supply and theatre and office cleaning costs to its own "Other Expenses" pro forma line item. In addition, all show day cleaning and property maintenance in Live Nation's proposal is allocated to show operating expenses, not the maintenance allocation.

As a result of Nederlander-AEG and Live Nation allocating these specific "routine" maintenance costs in the exact same manner, the Evaluation Panel's comparison of the respective Preventative Maintenance Plans was an apples-to-apples comparison. Nederlander-AEG's argument that it should be credited for maintenance-related expenditures that it claims Live Nation received credit for, despite evidence to the contrary, is completely improper, and nothing but a last-minute effort to create doubt as to the validity of the Evaluation Panel's decision, which, again, resoundingly determined that Live Nation's approach to preventative maintenance was superior.

7 This is a particularly strange argument for Nederlander-AEG to be making because if its interpretation of the RFP and Sample Concession Agreement were correct, and the Preventative Maintenance Plan must exclude those maintenance items that are identified in the Sample Concession Agreement, then Nederlander-AEG failed to comply with the RFP because its Preventative Maintenance Plan specifically includes painting, as well as a number of other maintenance items which could be considered "routine," including finishes, drapery, and site work. (Nederlander- AEG proposal, Preventative Maintenance Plan, p. 340). Moreover, Nederlander-AEG's proposal specifically describes its Preventative Maintenance Plan as including "repairs." (Id., p. 284.) manatt manatt | phelps | phillips

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Finally, Nederlander-AEG makes an additional unsupported argument that the Evaluation Panel failed to credit Nederlander-AEG for certain "capitalized preventative maintenance" expenditures. Nowhere in Nederlander-AEG's proposal is there any evidence that such expenditures, to the extent that Nederlander-AEG actually intends to make them, are to be treated as annual preventative maintenance costs. To illustrate this fact, one need only look at Nederlander-AEG's pro forma line item "Repairs and Preventative Maintenance," which states: "These expenses are those expenses contained in the requested 'Preventative Maintenance Plan.'" (Nederlander-AEG proposal, p. 267.) Consistent with this statement, Nederlander- AEG's annual entries for its "Repairs and Preventative Maintenance" pro forma line item exactly match the dollar amounts shown on the first two pages of Nederlander-AEG's Exhibit 2.2.3, which are titled "Preventative Maintenance - Year by Year."

However, Nederlander-AEG then provides two additional pages for Exhibit 2.3.3, consisting of a schedule titled "CAP EX," which includes the same preventative maintenance categories and depicts various expenditures being made under these categories over the 20-year pro forma term. But these "CAP EX" expenditures are not reflected anywhere in Nederlander-AEG's pro forma. They certainly aren't included in the "Repairs and Preventative Maintenance" pro forma line item, as noted above. Nor does the Nederlander-AEG proposal's financial assumptions section describe these "CAP EX" expenditures as being allocated to any other pro forma line item. That leaves Nederlander-AEG's capital improvements budget as the only other place where these "CAP EX" expenditures could possibly be allocated, but then of course they could not also be credited towards preventative maintenance expenditures. In short, there does not appear to be any credible evidence indicating that these "capitalized preventative maintenance" costs are in fact legitimate expenditures that Nederlander-AEG accounted for in its pro forma, nor is there any evidence supporting Nederlander-AEG's claim that these costs should somehow be counted towards its overall preventative maintenance expenditures.

F. The Evaluation Panel Did Not Err in Evaluating Nederlander-AEG's Proposed Landscaping Plan.

The Evaluation Panel appropriately characterized Nederlander-AEG's landscaping plans, which explicitly identifies recommended trees "to be planted by the City of Los Angeles Forestry Division." (Nederlander-AEG proposal, p. 339.) With such an express proclamation, it is disingenuous for Nederlander-AEG to now argue that the clear language of its own proposal did not explicitly assign this responsibility to the City.

Furthermore, the Evaluation Panel's scoring was not solely based on Nederlander-AEG's delegation of tree-planting responsibilities and associated costs to the City. As noted by the Evaluation Panel, Live Nation's "approach to landscaping and maintaining the grounds was significantly stronger and agreed to take responsibility including planting major landscaping and improvements including all grounds and the hillside...." (Evaluation Panel Summary, p. 2)(emphasis added.) This determination regarding the quality of Live Nation's landscaping plan is important given that a substantial portion of the Greek Theatre's existing landscaping and trees manatt manatt | phelps | phillips

October 21, 2014 Page 19 is either dead or rapidly dying. To remedy these problems, Live Nation's plan includes removing dozens of dead trees and aggressively replanting the adjacent hillsides with mature California-native trees. (Live Nation proposal, p. 369.) In addition to the hillside re-plantings, Live Nation proposes to plant two new Coast Live Oaks at the south end of the plaza to complement the existing oaks at the north end, thereby creating a majestic stand of trees framing the plaza entrance, and welcoming guests to the Greek. (Id.) Again, this detailed and aesthetically well-conceived landscaping plan was recognized by the Evaluation Panel to be far superior to Nederlander-AEG's, because of many reasons separate and apart from Nederlander- AEG's delegation of certain landscaping responsibilities to the City.

G. RAP and the RFP Process Are Fully Complying with the Requirements of CEQA.

Nederlander-AEG claims that an action to award the concession somehow constitutes impermissible "pre-approval" of Live Nation's proposed capital improvement program, in violation of CEQA. This is simply not the case. CEQA provides that "approval" is "the decision by a public agency which commits the agency to a definite course of action in regard to a project intended to be carried out by any person." (Cal. Code Regs. tit. 14, § 15352.) CEQA prohibits an agency from committing itself to a particular project in a way that would effectively preclude consideration of any alternatives or mitigation measures under CEQA, including the alternative of not going forward with the project. (Save Tara v. City of West Hollywood (2008) 45 Cal. 4th 116, 132, 138 [quoting Cal. Code Regs., tit. 14, § 15004, subd. (b)(2)(B).].)

As a threshold matter, it is disingenuous for Nederlander-AEG to now claim that CEQA analysis is required in advance of an award to Live Nation, as its very own proposal presumed that all CEQA review would occur after execution of the concession agreement. Specifically, in its proposed capital improvements timeline on page 306 of its proposal, Nederlander-AEG shows the contract execution occurring in November, 2014, and then shows "CEQA compliance" commencing in November, 2014 and lasting until November, 2015. (Exhibit J.) The disingenuousness of Nederlander-AEG's arguments is remarkable - when it assumes that it will win the concession, it proposes that CEQA review will occur in the future, with absolutely no "pre-approval" concerns at all. However, when Nederlander-AEG is at risk of losing the concession, and realizes that there is no way to bridge the remarkable scoring gap, suddenly it is clamoring for CEQA review and hinting at the possibility of a CEQA lawsuit. This, like all of Nederlander-AEG's other objections, is a blatant attempt to derail the entire RFP process.

To be clear, no impermissible "pre-approval" of a project prior to CEQA review has or is proposed to occur here. RAP staff and the RFP have been absolutely clear throughout this process - no capital improvements will be approved or implemented prior to required CEQA review and appropriate approvals from the necessary City agencies. From the RFP:

• The Greek Theater is considered historically significant for CEQA purposes and any substantial alteration must "[c]ompl[y] with the California Environmental Quality Act, Public Resources Code Section 21000 et seq." (RFP, p. 5) manatt manatt | phelps | phillips

October 21, 2014 Page 20

• . .the Greek Theatre is a historically significant contributing element to Griffith Park (HCM LA-942). As such, the selected proposer must obtain the written approval of the Cultural Heritage Commission for any substantial alternations as well as the other agencies mentioned in Section V of this RFP." (RFP, p. 21)

• "Award of the contract shall not be deemed approval of the proposed improvements, and all laws, including, but not limited to, those requiring environmental review of projects, must be complied with before the successful proposer will be permitted to make any improvements to the Concession. Proposers will be responsible for securing all permits, insurance, licenses, and other approvals required for the contractually obligated improvements." (RFP, p. 23)

• "All structural or other improvements, equipment and interior design and decor constructed or installed by CONCESSIONAIRE in the facility areas, including the plans and specifications therefore, shall in all respects conform to and comply with the applicable statutes (including the California Environmental Quality Act), ordinances, building codes, rules and regulations of CITY and such other authorities that may have jurisdiction over the facility areas or CONCESSIONAIRE'S operations therein. The written approval by GENERAL MANAGER of any improvements as provided above shall not constitute a representation or warranty as to such conformity or compliance, but responsibility therefore shall at all times remain in CONCESSIONAIRE." (RFP Exhibit C, p. 31.)

Additionally, from General Manager, Mike Shull, at the last public hearing on October 9, 2014:

There was a lot of comment at the previous meeting about the fact that [the Greek Theatre] is a historic cultural monument. We know that. We put language in the RFP, very good language about recognizing that fact. Regardless of what happens with whatever proposer, there are substantial improvements that both want to do. Both [are] require[d] to go through the process which includes the California Environmental Quality Act, making sure it meets the Standards of the Secretary of Interior Guidelines for Historic Restoration.... Those improvements will be presented to the Commission, this Commission as well as Cultural Heritage Commission... None of that is being bypassed, (emphasis added)

RAP could not be more clear that all required CEQA review will be undertaken prior to approval of a capital improvement plan for the Greek Theatre. Furthermore, CEQA review at the appropriate time would be required for either chosen proposal - Nederlander-AEG or Live Nation. Nederlander-AEG's other assertion that the capital improvement program should not be scored unless it is finalized now is also unavailing. As the Evaluation Panel Scoring matrix indicates - unlike other sections of the proposal - this section was not scored as if the plans were manatt manatt | phelps | phillips

October 21, 2014 Page 21 final, but rather, was scored based on the proposed vision (i.e., "Approach to Required Concession Improvements." (Emphasis added.)(See Exhibit K.)

The capital improvement program would still need to undergo CEQA review, and based on the findings of that review, the City could choose to approve the proposed improvements, approve the improvements with mitigation, reject the improvements entirely, or in some instances, select other alternatives. In sum, the City would have total discretion to approve, modify, or reject the conceptual improvement plan contemplated in the final Concession Agreement. This would apply equally to Nederlander-AEG's capital improvement proposal should RAP enter into a final Concession Agreement with them. The only difference is that Nederlander-AEG's opinion of when CEQA review may legally be performed depends on whether it is the winning or losing proposer.

H. Nederlander-AEG's Insinuation that Providing Tickets to Greek Theatre Advisory Committee Members Would Be Illegal Is Not Supported By Any Evidence.

Nederlander-AEG also questions whether the allocation of tickets to the Greek Theatre Advisory Committee ("GTAC") violates City gift laws. To make this argument, Nederlander- AEG mis-cites the RFP, claiming that it "describes the GTAC 'as an arm of the Department. . What the RFP actually says is that the GTAC "functions as an arm of the Department" (RFP, p. 3)(emphasis added), which is quite different - only RAP retains all City-derived authority regarding the operation and control of the Greek, and the GTAC acts solely as an advisory body to the Department. The notion that GTAC members cannot be provided with tickets to events at the Greek makes little sense. It is beneficial for GTAC, which is comprised of community members and serves as a liaison between the concessionaire, the community, and the Department, to have open access to the Greek Theatre. As it serves in an advisory capacity to the Department, making recommendations (not decisions) regarding programming, operations, maintenance, food concessions, merchandising, traffic control, security, and community relations, providing GTAC members access to the Greek Theatre during the events and cultural programs serves an important purpose.

I. Nederlander-AEG's Other Objections Are All Completely Unfounded.

Near the end of its October 8, 2014 letter, Nederlander-AEG's counsel presents a list of other "objective questions" that allegedly represent problems with the RFP process. Each of these "questions" are red herrings, designed to create the impression that inconsistencies and unresolved issues in the RFP process exist. As explained below, each of these "objective questions" are simply unsupported allegations, designed to confuse and delay.

1. Live Nation Clearly Proposes a Separate, Full-Time Community Liaison Position.

Nederlander-AEG contends that Live Nation has combined the positions of General Manager and Community Liaison. The explicit language of Live Nation's proposal could not manatt manatt | phelps | phillips

October 21, 2014 Page 22 refute this claim any more clearly. First, Live Nation's proposal makes clear in the section titled Community Liaison - in the first sentence of that section no less - that it will "employ a full-time staff member to serve as the Community Liaison" and outlines the specific responsibilities of the position. (Live Nation proposal, p. 623.) (See Exhibit L). The proposal also clearly states that the Community Liaison "will be a dedicated position." (Id.)

Nederlander-AEG saw this language because it cited to this page in its letter of October 8, 2014. Instead, and despite multiple other references throughout Live Nation's proposal referring to the Community Liaison as a separate position, Nederlander-AEG chose to fixate on a very small notation of the organizational chart - from a completely separate portion of the proposal - where Rick Merrill is listed as the Greek Theatre's General Manager/Neighborhood Liaison. (See Exhibit M.) Live Nation identified Mr. Merrill's position as both General Manager and Neighborhood Liaison because it believes strongly that all of its venues' general managers are partners and stewards of the surrounding neighborhood. Indeed, as shown on page 425 of Live Nation's proposal, Mr. Merrill's current job title is General Manager/Neighborhood Liaison of the San Manuel Amphitheatre, demonstrating Live Nation's consistent practice of identifying its venue general managers in this fashion. Mr. Merrill is not the full-time Community Liaison for the Greek.

Nederlander-AEG jumped to focus on this needle in a haystack even though numerous areas of the proposal made clear that the General Manager was not the same person as the Community Liaison. For instance, Live Nation's proposal explicitly states the following:

• "Results should be shared by the General Manager and/or Community Liaison...." (Live Nation proposal, p. 615 (emphasis added).)

• "Finally, the Greek Theatre General Manager or Community Liaison will send out electronic updates ...." (Live Nation proposal, p. 616 (emphasis added).)

• "Live Nation's Community Liaison, General Manager ... and Traffic/Parking Manager will attend each Open House...." (Live Nation proposal, p. 617 (emphasis added).)

Clearly, this manufactured claim by Nederlander-AEG that Live Nation has somehow combined the positions of General Manager and Community Liaison has no merit.

2. Live Nation's Proposal Clearly Describes the Parking and Traffic Improvements That Will Be Implemented, Including a Sufficient Number of Parking Attendants.

Nederlander-AEG contends that Live Nation's proposal is somehow inconsistent because its proposed traffic plan recommends employing additional parking attendants and assistants, and the proposal's "Event Activity" section includes a breakdown of required staff, which states that 20 "Parking/Traffic (non-police)" staff are required on event nights. Nederlander-AEG alleges that this number is "less than half the current number of parking attendants provided at shows. manatt manatt | phelps | philiips

October 21, 2014 Page 23

As a threshold matter, Nederlander-AEG's letter provides no credible support for its claim that at least 40 parking attendants actually work at the Greek during shows. While Nederlander-AEG's proposal includes a traffic plan for the Greek that purports to show approximately 40 parking attendants working each show (Nederlander-AEG proposal, pp. 1569 70), during its observation of current event conditions at the Greek, Kimley Horn observed significantly fewer parking attendants at work than Nederlander-AEG's traffic plan represents. (Live Nation proposal, p. 530.)

Nederlander-AEG also conveniently ignores the fact that the Kimley-Horn Technical Memorandum prepared for Live Nation clearly states that additional parking attendants should be employed "based upon ticket sale numbers." (Live Nation proposal, p. 542.) Live Nation's breakdown of required staff on event nights is just that - the minimum number of staff that are required to provide event-related services at the Greek. At any venue, as the number of ticket sales for an event increases, the number of venue staff will directly rise as well. Furthermore, the estimated number of parking attendants at each show cannot be considered in isolation, but rather as part of Live Nation's comprehensively updated traffic plan for the Greek that includes numerous traffic improvements to facilitate parking, such as enhanced signage, improved staffing deployment, and greater traffic plan coordination with Griffith Observatory. Finally, Live Nation proposes including the parking fee with the event ticket charge, thus reducing traffic congestion and backup caused by patrons waiting to pay for parking, and also greatly minimizing the number of attendants required to collect fees. Again, one of Nederlander-AEG's "objective questions" proves to be a baseless objection premised on a selective and prejudiced reading of Live Nation's proposal.

3. Contrary to Nederlander-AEG's Claim, Live Nation's Proposal Never Indicates That Managerial or Community Liaison Staff Would be Off Site.

Nederlander-AEG absurdly questions whether there will be any office space for managerial or community liaison staff present at the Greek during non-show times, because Live Nation is proposing to relocate and reconfigure some of the Greek's existing office areas. The simple answer is yes - of course Live Nation's plans include office space for on-site staff. The Community Liaison, for example, will "establish regular office hours," will be available to GTAC members "on an as-needed basis," and will have a "direct office line" to ensure an open line of communication with the community. (Live Nation proposal, p. 623.) One need only look at the "Preventative Maintenance" section of Nederlander-AEG's own letter to answer their claim that Live Nation will not have office space at the Greek Theatre: "Live Nation's preventative maintenance spend was higher only because Live Nation improperly included routine maintenance costs in violation of the RFP, including costs associated with pest control, landscaping supplies and theatre and office cleaning(Letter from Andrew T. Kugler, to Sylvia Patsaouras, President, Board of Recreation and Park Commissioners, October 8, 2014, p. 9.) That Nederlander-AEG's legal counsel can't even keep the arguments consistent is a tell-tale manatt manatt | phelps | phillips

October 21, 2014 Page 24

indication of what is going on here. Nederlander-AEG's attempt to mischaracterize Live Nation's proposal reflect sheer desperation and willingness to mislead on practically everything.

J. Conclusion.

The Greek Theatre deserves a faithful steward and this Board should not condone the false allegations of a 40-year incumbent who seeks to undermine the integrity of the City's contracting process. For the reasons set forth above, we respectfully request you move forward and award the Concession Agreement to Live Nation.

Very truly yours,

Victor De la Cruz ^ Manatt, Phelps & Phillips, LLP

cc: Mr. Michael Shull, General Manager Ms. Agnes H. Ko, Concessions Unit Anthony P. Diaz, Esq., Office of the City Attorney Hon. Mitch O'Farrell Hon. Tom LaBonge Hon. Joe Buscaino Hon. Gil Cedillo Hon. Curren Price, Jr. Hon. Herb Wesson

EXHIBIT A

EXHIBIT B REPORT OF GENERAL MANAGER N0. 01-478

DATE: December 1 3, 2001 CD 4

BOARD OF RECREATION AND PARK COMMISSIONERS

SUBJECT: GREEK THEATRE - REQUEST TO AMEND CONTRACT

J. Combs J. Kolb A. Coroalles M. Matthews J. Duggan* M. Tamuri H. Fujita

tyll U-" General Manager

Approved Disapproved Withdrawn

RECOMMENDATION:

1) That the Board approve revisions to the Greek Theatre Concession Agreement proposed by Nederlander-Greek, Inc.(NGI), as indicated in the body of this report; and,

2) That staff be directed to make the Board approved revisions to said agreement and to transmit the revised agreement to the Mayor and the City Attorney for review prior to submission to the City Council for approval.

3) That the Board request the City Council to disapprove the version of the agreement previously approved by the Board on November 7,2001, and to approve the agreement as revised by this action.

SUMMARY

The Board approved a ten-year agreement with NGI for the operation of the Greek Theatre at its meeting of November 7,2001. Subsequent to the meeting, NGI's legal representative (Adam Burke of Iverson, Yoakum, Papiano, and Hatch) submitted a package of proposed revisions to the Department for consideration. Staff discussed the matter with the City Attorney and was advised that any revisions to the proposed agreement must be approved by the Board.

The majority of the suggested revisions are relatively minor changes to clarify certain provisions or to provide more precise language to further define the responsibilities of the parties. However, two of proposed revisions are substantive, not in the best interests of the City, and cannot be REPORT OF GENERAL MANAGER

PG. 2 NO. 01-478

recommended for approval.

The following revisions are recommended for approval. Additions are highlighted, removals are in strikeout type. A full version of the revised contract is on file in the Board Office.

Pg.2: The CONCESSIONAIRE shall be solely and exclusively responsible for the management, operation, maintenance, and promotion of the facility.

Pg.6: CONCESSIONAIRE shall also furnish to CITY, as specified in SEC. 15 Business Records, an annual audited statement of gross receipts and expenses for the CONCESSION^jgf^^d'by a Certified Public^ .

Pg.7: Failure of CONCESSIONAIRE to pay any of the rental payments required herein on time is a breach of this AGREEMENT for which CITY may terminate same or take such other legal action as it deems necessary U cure

Pg.8: CONCESSIONAIRE shall use its efforts to permit no intoxicated person or persons, profane or indecent language, or boisterous or ffiilliBloud conduct in or about the PREMISES and will call upon the aid of Park Rangers or other peace officers to assist in maintaining peaceful conditions as may be necessary.

Pg.8: Each year, the City will invoice CONCESSIONAIRE at the conclusion of the season for the total costs of salary, benefits, overhead, and materials of the Traffic Control Program, which must be paid no later than 12:00 noon on December 31st of that year. .WII not Be «spSMbl®ilp Q||||pehses.

Pg. 10: CONCESSIONAIRE shall select and appoint a CONCESSION MANAGER with whom the GENERAL MANAGER may communicate with on a daily basis regarding the CONCESSION. In all cases the CONCESSION MANAGER shall be subject to th approval of the GENERAL MANAGER,

Pg. 10: The CONCESSION MANAGER shall devote, as necessary to fully comply with the terms and conditions of this AGREEMENT, his or her time and attention to the operation of the CONCESSION and shall promote, increase and develop the business and render every possible ajpprppnate service and convenience to the REPORT OF GENERAL MANAGER

PG. 3 NO. 01-478

public.

Pg. 11: CONCESSIONAIRE shall minimize the paper items (straw covers, serving cartons, etc.) distributed with take-out CONCESSION products. CONCESSIONAIRE shall

in neft-retumable bottles, and shall not dispense take-out food or beverage items in glass or Styrofoam containers.

Pg. 11: Ranges of ticket prices, ticket fees and parking fees shall be submitted for approval by the GENERAL MANAGER at least 30 days prior to the start of the season annually. Evaluation of requests for changes to said rates from prior seasons or request for mid-season adjustments shall include consideration of the rates and fees charged for comparable services provided at similar and/or competing establishments! fliliieQpiderMdn ^ Guaraftfefe'i

Pg. 13: CONCESSIONAIRE shall not permit vendors to display wares inside or outside the building or on said property unless written permission is secured from the GENERAL MANAGER in advance of installation, and such permission shall be subject to revocation at any time buifshHl not

Pg. 18: Upon approval by GENERAL MANAGER of the detailed plans, specifications, equipment, cost estimates and the interior design and decor of the CONCESSION improvements, CONCESSIONAIRE shall forthwith cause the work called for as approved by said GENERAL MANAGER to be forthwith commenced and completed with reasonable dispatch. No change, addition or alteration shall be made in the scope of the work so approved without first obtaining GENERAL

of cay.

Pg. 20: Allow any sale by auction upon the PREMISES Geh^pM^mger; ' * REPORT OF GENERAL MANAGER

PG. 4 NO. Q1-478

Pg. 27: Notwithstanding the expiration of the Agreement on October 31, 2001 2011, the Profit and Loss Statement provisions shall survive the expiration of the Agreement and the final Profit and Loss Statement shall be filed on or prior to December 31, 2O01- 2011. The Profit and Loss Statement shall set forth an expense account entitled "Compensation to Officers" or an account having some similar title. The amount shown opposite this item shall include all salaries or other compensation

1 afty^^jndiyidp^ Co^iung stock ^ indirectly j arid other, persons employed by

for services derived from the CONCESSION operations by CONCESSIONAIRE^ dirccfors/gMrcholdcrs^ arty

COHerSSrQ]m^gmaiiagdtHcSe^a6n^t'8upcrvi3e.CONCESSIONAIRE>3 cmpIoyc^;:.pd::mcmte thciitfcspcctive families j These salaries or other compensation shall not be indicated in any other expense category.

Pg. 35: CITY shall have the right to terminate this AGREEMENT in its entirety and all rights ensuing therefrom as provided by applicable law or upon giving a thirty (30) day prior, written notice to CONCESSIONAIRE gugg if any one or more of the following events occur:

Pg. 35: The levy of any attachment or execution, or the appointment of any receiver, or the execution of any other process of any court of competent jurisdiction which is not vacated, dismissed, ^ttfpifergSffipiSffii®Wd, or set aside within a period of ninety (90) days and which does, or as a direct consequence of such process will, interfere with CONCESSIONAIRE'S use of the PREMISES or with its operations under this AGREEMENT;

Pg. 37 & 38: In the event this AGREEMENT is terminated by CITY pursuahtitb thiMagreprnt, or in the event CITY reenters, regains or resumes possession of the PREMISES all of the obligations of CONCESSIONAIRE hereunder shall survive and shall remain in full force and effect for the full term of this AGREEMENT and, subject to CITY'S obligation to mitigate damages, the amount of the fees and charges shall become due and payable to CITY to the same extent, at the same time and in the same manner as if no termination, reentry, regaining or resumption of possession had taken place. CITY may maintain separate actions to recover any monies then due, or at its option and at any time, may sue to recover the full deficiency.

The amount of damages for non-payment of amounts due during the period of time subsequent to such termination, reentry, regaining or resumption of possession, REPORT OF GENERAL MANAGER

PG. 5 NO. 01-478

subject to an offset for any fees and charges received by CITY from a succeeding CONCESSIONAIRE, shall be the greater of:

1. On account of CONCESSIONAIRE'S minimum annual fee rent obligation, the cumulative total thereof less the amount paid prior to the effective date of termination; or

2. On account of CONCESSIONAIRE'S percentage of annual gross receipts, the appropriate amount if in excess of said minimum annual fee, which gross receipts would have been received by CONCESSIONAIRE during the balance of the term hereof if there had been no termination, reentry, regaining or resumption of possession. For the purpose of calculation hereunder, the amount of gross receipts shall be derived by-- taking CONCESSIONAIRE'S total gross receipts during the month of the Season as defined in Section 8(R) of this Agreement immediately preceding termination, dividing said total by thirty (30) and then multiplying the result by the number of days in the balance of the term hereof ^tonggplgMg

ililllSiliMSi-

Pg. 39: If the damages as described above in paragraph A, are so extensive as to render the PREMISES or a portion thereof uninhabitable <^^Ms^leI;|^||^^e^ iigplaipi, but are capable of being repaired within a reasonable time not to exceed sixty (60) days, the same shall be repaired with due diligence by CITY at its own cost and expense and a negotiated portion of the fees and charges payable hereunder shall abate from the time of such damage until such time as the PREMISES are fully restored and certified by GENERAL MANAGER as again ready for use; provided, however, that if such damage is caused by the negligent acts or omissions of CONCESSIONAIRE, its agents, officers or employees, said fees and charges will not abate and CONCESSIONAIRE shall be responsible for the cost and expenses incurred in making such repairs.

Pg. 39: In the event all or a substantial portion of the PREMISES are completely destroyed by fire, explosion, the elements, public enemy or other casualty, or are so damaged that they are uninhabitable olunuiffilelfoip^ cannot be replaced except after more than sixty (60) days, CITY shall be under no obligation to repair, replace or reconstruct said PREMISES, and an appropriate portion of the fees and charges payable hereunder shall abate as of the time of such damage or destruction and shall henceforth cease until such time as the said PREMISES are fiilly restored.

Pg. 42: Should Concessionaire or Department, during construction and/or operations be REPORT OF GENERAL MANAGER

PG. 6 NO. 01-478

delayed^ m or prevented, in whole or in part, for a period of-Fifteen (15) days or more, from performing any obligations or conditions hereunder or from exercising its rights by reason of or as a result of any force majeure, it shall be excused from performing such obligations or conditions during such period of deIay^^^Qe^g)tio|i^ or prevention. Should either party be delayedlfflffiillllfetemiMed or prevented from performing any obligation or exercising any right hereunder for a period exceeding six (6) months by a force majeure event, the delayed party shall meet and confer with the other party on plans and schedule to resolve delay or commence performance.

If the Department, for any reason outside of its control, cannot deliver possession of the concession premises to the Concessionaire at the commencement of the term of this agreement. Concessionaire shall have the option to terminate the agreement, but Department shall not be liable to Concessionaire for any loss or damage resulting therefrom.

Should national or international events such as^terrorism or the threat of terrorism have a material impact on the ability of CONCESSIONAIRE to present concert performances on the premises, CITY and CONCESSIONAIRE shall meet and

The proposed revisions that cannot be recommended for approval are as follows:

Pg. 4: Ifshallbe giilXais |5Jprcsent

This is a substantive change that could affect the 2002 and 2003 seasons and was not incorporated in the NGI proposal. Additionally, NGI representatives have expressed the desire to apply these reductions to the 2002 season for causes related to the events of September 11, 2001. This too is not recommended, as there is an applicable force majeure provision in the agreement and the Department has an existing Board approved rent relief policy for concessionaires which address these concerns.

Pg. 17: CONCESSIONAIRE shall use its best efforts to complete all capital improvements on or before April 15, 2003. In the event CONCESSIONAIRE fails to substantially complete all capital improvements on or before June 1, 2003, such that the CONCESSIONAIRE cannot present concerts, CONCESSIONAIRE shall pay REPORT OF GENERAL MANAGER

pG. 7 NO. 01-478

CITY the sum of $1,000 liquidated damages per day that all capital improvements are not completed;

This change is not recommended because it limits the obligation of NGI to pay liquidated damages. Liquidated damages are an important motivator to the concessionaire to complete the improvements in a timely manner. Prompt completion of the improvements is an advantage to the concessionaire in increasing revenues and benefits the Department by improving customer satisfaction. Based on NGI's successful completion of major restroom improvements at the Greek Theatre recently, we believe that they should be successful in completing these additional improvements on time.

EXHIBIT C REPORT OF GENERAL MANAGER NO. 02-80

DATE:February 20 r 2002 CD 4

BOARD OF RECREATION AND PARK COMMISSIONERS

SUBJECT: GREEK THEATRE CONCESSION AGREEMENT REVISIONS

J. Combs J. Kolb A. Coroalles M. Matthews J. Duggan* M. Tamuri H. Fujita

Approved Disapproved Withdrawn

RECOMMENDATION:

1. That the Board approve revisions to the Greek Theatre Concession Agreement as indicated in the body of this report; and,

2. That staff be directed to make the revisions to said agreement and to transmit revised copies of the agreement to the Mayor and the City Attorney for review prior to submission to the City Council for approval.

SUMMARY:

The Board approved a 10-year agreement with Nederlander-Greek, Inc., (NGI) at its meeting of November 7, 2001, for the operation and improvement of the Greek Theatre. Subsequent to that meeting, NGI representatives expressed concerns regarding several provisions of the agreement. The Board considered these concerns at its meeting of December 13,2001, and approved a number of the revisions requested by NGI. In addition, the Board directed the General Manager to include language in the agreement which would allow the Board to consider appropriate actions to deal with potential construction impacts on the 2003 Greek Theatre season that could be incorporated without further Board action.

The General Manager and staff met with NGI representatives on several occasions to resolve this issue and other concerns raised by NGI after the December 13th meeting. Since resolution of one of REPORT OF GENERAL MANAGER

PG.2 NO.02-80 these issues involves a substantive change to the agreement (change in construction schedule), it is necessary for the Board to consider the proposed revisions.

Change in Construction Schedule The contract approved by the Board on December 13,2001, required that all capital improvements (except waterproofing the deck) be completed by the start of the 2003 season (April 15, 2003). However, due to the delay in the execution of the agreement, NGI's construction management consultant (Wexco International Corporation) has determined that it will not be feasible to complete the canopy structure improvement in time for the 2003 season and that it will take an accelerated effort to finish the other improvements prior to the start of the 2003 season.

To verify this information, staff retained one of the Department's as-needed consultants (Swinerton Management and Consulting) to review Wexco's construction timeline. Swinerton concurred that completion of all improvements (except the canopy structure) could be accomplished in 2003 and stated that the project schedule is "difficult, but attainable." Accordingly, the following Wghli^lted language has been added to the section of the agreement (Section 10) dealing with the construction schedule:

CONCESSIONAIRE guarantees that $6,052,000 is sufficient to complete all proposed improvements. CITY shall hold CONCESSIONAIRE responsible for guaranteeing the completion of all required improvements, according to approved plans, regardless of cost CONCESSIONAIRE shall use its best efforts to complete all capital improvements on or before April 15,2003. In the event CONCESSIONAIRE fails to substantially complete all capital improvements as scheduled, CONCESSIONAIRE shall pay CITY the additional sum of $1,000 liquidated damages per day that all capital improvements are not completed.

April 15,2004, it said improsements are not completed by th

Consideration of Payment Reductions Related to Construction Impacts To address the Board's action at the December 13th meeting to include language in the agreement which would allow the Board to consider appropriate mechanisms to deal with potential construction impacts on the 2003 Greek Theatre season, staff consulted with the City Attorney and recommends that the following be added to Section 6 (B) of the agreement: REPORT OF GENERAL MANAGER

PG.3 NO. 02-80

• Consideration of Payment Reductions

In the event that after using its best efforts CONCESSIONAIRE is unable to complete the construction as required in Section 10 of this AGREEMENT by April 15, 2003, as a result of causes beyond CONCESSIONAIRE'S control, and that circumstance directly and materially impacts CONCESSIONAIRE'S ability to meet the performance guarantee and/or annual minimum rental guarantee applicable under the terms of this AGREEMENT, CONCESSIONAIRE may submit a request for a reduction of the performance guarantee and/or annua! minimum rental guarantee as it applies to the 2003 season only, and/or a waiver of the liquidated damages specified in Section 10 of this AGREEMENT. The Board will consider the request in good faith in light of applicable Board policies.

Addition to Force Majeure Clause NGI requested, and staff agrees, that the following addition be made to the Force Majeure clause of the agreement (Section 27):

Should national or international events such as terrorism or the threat of terrorism have a material impact on the ability of CONCESSIONAIRE to present concert performances on

CONCESSIONAIRE shall meet and confer in good faith|to review and determine what remedies, relief, or abatement is equitable or appropriate as a result of or response to such events or terrorism.

Report prepared by Ron Kraus EXHIBIT D GREEK THEATRE CAPITAL IMPROVEMENTS NEDERIANOER/AEG LIVE BENEFITS

1 REQUIRED IMPROVEMENTS $2,365,000 S, 1, A Repair / Replace the North and South Terraces and Stairs Terrace Metal Deck Refurbishment, Painting, and Waterproofing $520,000

Refurbish / Replace the Roof of the Historic Portion of the Stage Structure Tile Replace and Reinstallation with roofing $500,000 ' Skylight Refurbishment $35,000

Refurbish / Replace Theatre Seating Replace Theatre Seating with aisle lighting and code compliant $950,000 iWaterproof main bowl $210,000 Supplemental ADA Improvements $150,000

STAGE IMPROVEMENT $6,000,000 R, V, 1, P Roof Structure $4,750,000 Basement renovation $750,000 NChain motors, truss, fall arrest $500,000 t CONCESSION FOOD AND BEVERAGE AND IMPROVE VIP EXPERIENCE $2,245,000 R, C, V, 1, A. F Expand South Concession Plaza and Refurbish all Concession Stands in Order to Increase Product Quality and Reduce Transaction Time Expand and renovate redwood deck $500,000 Improve North and South concessions - Grab n Go concept $600,000 New Point of Sale System $95,000 Digital Menu Boards $80,000 Portable bar upgrades $120,000 | Two Plaza Bars $100,000

IMPROVE VIDEO CAPABILITY $900,000 R, V, 1, P, F 2 Internal LED Screen 10' x 18' 6 mm $650,000 11 1 2 Marquee LED Screen 4' x 30" 10 mm $250,000 1 F 1 t I1 IT AND WIFI SYSTEM $800,000 R. C. 1. P. F. B IT Infrastructure $300,000 HIT Equipment $200,000 rjWIFI System and Equipment $300,000 M r '' DRESSING ROOM IMPROVEMENT $100,000 V, B III 1 1 1 CONTRIBUTION OF CURRENT NEDERLANDER THEATRE EQUIPMENT $431,000 R. S. 1. P.F.B

SIGNAGE $250,000 R, S, V, f

IMPROVE LANDSCAPING $1,250,000 R, C, V. I, A, E, F

SYSTEM IMPROVEMENTS $655,000 S, 1, E, B ^Mechanical improvements iDeferred maintenance $375,000 mlEIectrical Improvements [Deferred maintenance i $150,000 iMPIumbing Improvement iDeferred maintenance $130,000

CONTINGENCY $',500,000

SOFT COST $2,250,000

TOTAL $'8,746,000

KNf FITS KEY; R • revenue fenerating S 'safety enhancement C = community benefit V * visual/aesthetic Improvement I• needed Infrastructure A = ADA Improvement P «production quality E • environmental/sustainabillty improvement F • fan/patron amenity B = back of house Improvement

GREEK THEATRE | RFP RESPONSE 295

EXHIBIT E

EXHIBIT F MARK RIOS JULIE SMITH- CLEMENTI FRANK CLEMENTI ROBERT HALE JONATHAN BLACK JENNIFER SCHAB October 16, 2014 FRITZ CONNOLLY SAMANTHA HARRIS ANTHONY PARADOWSKI Commissioner Sylvia Patsaouras, President Board of Recreation and Park MIKE CHENG Commissioners Los Angeles City Recreation and Parks Department Office of Board M ATT RICHMOND CHIAKI KANDA of Commissioners. SEBASTIAN SALVADÓ 221 N. Figueroa Street DANIEL TORRES Suite 1510 CLAUDIA MORELLO JOHN FISHBACK Los Angeles, CA 90012 CAROLYN SUMIDA MICHAEL SWEENEY JESSA CHISARI NASEEMA ASIF Dear Commissioners, ERVIN LEVENT JENIFER SIMMONS JAKUB TEJCHMAN Rios Clementi Hale Studios has decades of experience in revitalizing some of the most HUAY WEE iconic public spaces in Los Angeles while preserving their historic character. We act LAURA KOS AIMEE LESS as Urban Designers, Architects, Landscape Architects, Graphic Designers and RYAN VASQUEZ Furniture Designers to see projects completed with a coherent ethos. Our thoughtful GREG KOCHANOWSKI design celebrates the past while embracing the future, and we hope to bring our vision ALISSA HISOIRE ANTHONY ANDERSON to the Greek Theatre in concert with Live Nation. The Greek Theatre is an important AMANDA SIGAFOOS historic landmark for our City that deserves to be brought gracefully into the next LEILANI LACUSONG CLANCY PEARSON century, but which unfortunately is not living up to its enormous potential. MARK MOTONAGA FANGFANG OUYANG The finest example of our work in the public space, and the type of transformative MIKE TRAMUTOLA BROOKS ROSENBERG vision we plan to bring to the Greek Theater is Grand Park. We took a neglected TOM MYERS parcel of land and turned it into a true centerpiece for all of Los Angeles. Our re-design JULIEN HARCC MARIBETH GALLION of this 12-acre civic center plaza restored the historic Arthur J. Will Memorial ELISA READ Fountain to a place of prominence, while adding fountain components that were much ASAF DALI more usable to the public. The space went from a forgotten plaza to a place that MICHAEL BOUCHER TROY SHOWERMAN stitches many parts of the City back together including an ADA accessible path that SABRINA SCHMIDT- WETEKAM connects City Hall to the subway and on up to the Music Center, 80 feet above City RUSSELL DYKANN BRENT JACOBSEN Hall. BEN STOUGH ANDY LANTZ We planted Grand Park with flora from every corner of the globe—all six of the world's ADAM PIERCE HAORAN LIU floristic kingdoms are represented. An equally diverse and intriguing group of CHRIS TORRES Angelenos have populated the park since its opening in 2012, making Grand Park DEREK SLOANE KRYSTAL SCOTT truly "The Park for Everyone." BOB FREDERICK JASON NEUFELD We also have a wealth of experience revitalizing historic venues like the Greek CLAY TAYLOR JULIET FLORES Theatre. Just up the hill from Grand Park is Welton Becket's 1967 Mark Taper Forum, ALEX WHITTEY which we renovated in 2008. We showcased the historic Jacques Overhoff sculptural JOSEPH SCHERER mural that wraps the building's exterior, and highlighted the gorgeous curved wall of JUST I N CUA ABIGAIL FELDMAN abalone shell mosaic tiles in the lobby by Tony Duquette. We were able to expand the SUZAN ELWYN Taper's formerly cramped public lobbies, yet still keep the intimacy of its signature JOHN ROSENTHAL PATRICK KEEGAN thrust stage. We also brought the theater into the 21st century, with state-of-the-art HANNAH BLOCK building and theatrical systems, a comfortable downstairs lounge, and expanded ADA- ERIC MEADOWS accessible restrooms. ANNE CLARK CAMERON STEWART BEN TOAM We're also proud of our long relationship with the Hollywood Bowl and the LA BEN TAMUNO- KOKO MARJIA RADISAVLJEVIC Philharmonic. Over the past decade, we've renovated George Stanley's Streamline KWONSOO KIM MARIAM MOJD E HI BRITTANY MILLER THERESA ZUNIGA- FORTUN

PAGE 2 Moderne-style fountain (a historic landmark) at the Bowl entrance, updated the site furnishings to allow more people to picnic comfortably, modernized the restrooms, making them more efficient and environmentally sustainable and added lighting throughout the park to highlight the natural beauty at night. We're currently working with the Bowl team to create an oasis-like artists lounge for the members of the L.A. Philharmonic before performances.

At Temple Emanuel of Beverly Hills, we spent four years restoring and enhancing some of the original features of Sidney Eisenshtat's historic sanctuary. But we also brought new life to the temple by welcoming in light (in the form of a central, circular oculus) and flexible organization of space, eschewing fixed pews in favor of moveable chairs that can be arranged according to the dynamics of various services.

We have worked very closely with LiveNation and our team to create a vision for the Greek Theatre that will bring it up to the 21st century in terms of technology while refreshing and restoring the beauty of the historic theater. Not only will we provide a project that lets the historic building take center stage, we will create a wonderful public plaza along North Vermont Avenue, replace the existing seating with safe seating terraces that provide much better sight lines, address the hillside landscape that is currently uncared for, and upgrade concessions with Patina Group. Our team is uniquely qualified to breathe new life into this neglected icon to create a jewel for the City of Los Angeles and all of its residents.

We’re constantly exploring the connections between architecture, landscape, interiors, product design, and urban planning. But even after nearly 30 years, we continue to find new ways to integrate these disciplines, allowing them to inform and complement one another. We hope we can do just this for the Greek Theater, the City of Los Angeles, and most importantly, the people who live in and visit our city.

Sincerely, RIOS CLEMENTI HALE STUDIOS

Julie Smith-Clementi, RA Frank Clementi, AIA Principal Principal

EXHIBIT G

October 20, 2014

Commissioner Sylvia Patsaouras, President Board of Recreation and Park Commissioners Los Angeles City Recreation and Parks Department Office of Board of Commissioners 221 N. Figueroa St., Suite 1510 Los Angeles, CA 90012

Re: Consistency of Live Nation’s Greek Theatre Proposal with Historic Preservation Standards

Dear President Patsaouras and Members of the Board:

Page & Turnbull is the historic preservation architecture and planning firm on the Live Nation team for the Greek Theatre concession. We are collaborating with the design team to develop an approach that returns to view long-hidden historic features of the Greek Theatre that is consistent with the nationally recognized Secretary of the Interior’s Standards for the Treatment of Historic Properties (the Standards), while addressing its functional needs as a twenty-first century performance venue. Of the four Standards treatments, Preservation, Restoration, Rehabilitation, and Reconstruction, the most applicable for Live Nation’s proposed improvements are the ten (10) Rehabilitation Standards (see attached) that recognize the need to alter or add to a historic property to meet continuing or changing uses while retaining the property’s historic character.

Greek Theatre History and Historic Status The Greek Theatre is a contributing element to the locally designed Griffith Park Historic Cultural Monument (HCM) and considered a historic resource. The HCM nomination lists the Park’s overall period of significance as from 1896, when Griffith J. Griffith donated the parkland, to 1958 with the introduction of the Toyon Landfill. Individual contributing elements, such as the Greek Theatre, have their own period of significance related to their construction within Griffith Park, reasons for their historic significance, and the alterations that have occurred.

Constructed in 1930 in reinforced concrete, the Greek Theatre was a relatively literal interpretation of an ancient Grecian amphitheater (Figure 1). The stage house surrounding the open-air stage is a notable example of the Second Greek Revival style with fluted pilasters, Greek key detailing, and flanking porticos at the side wings. To allow for a greater variety of performances, the open-air stage was enclosed in 1948 (Figure 2) and the porticos at the ends of the U-shaped plan hidden. These additions and alterations also added “wing walls” to the sides of the stage. The 1948 alterations were removed and further enlarged in 1957 (Figure 3). The 1957 additions remain, and while well done by local architect William J. Woollett, do not appear to have architectural merit or gained significance despite being long-standing.

Greek Theatre [P14159] Page 2

As one of a handful of open-air theatres in Los Angeles, the Greek Theatre has hosted a mix of performances since it opened, from the New Deal’s Federal Theater Project and Federal Music Project in the 1930s, to operettas and ballet in the postwar years after the initial 1948 roof was installed. Popular music acts were added in the 1970s and continue to today. Although the Greek Theatre has a rich cultural history, it is not associated specifically with the 1957 additions as much as with the initial roof enclosure in 1948 that allowed for a greater variety of performances.

Based on its architectural significance and as an example of an open-air theatre from the Progressive era, the Greek Theatre’s period of significance is its original 1930 construction in Griffith Park. The HCM nomination stated, “Though various additions were added to the primary building between 1959 and 1984, because of the durability of the reinforced concrete original building, these features are considered reversible.” It is Page & Turnbull’s professional opinion that the 1957 additions have not gained architectural or historic significance and do not need to be retained (refer to Standard 4). Both Live Nation and Nederlander/AGE’s proposals have proposed replacing the 1957 additions with improvements that better meet the Greek Theatre’s current functional needs.

Live Nation’s Proposal and the Standards Live Nation’s proposed improvements will retain (Standards 2 and 5) and appropriately repair and treat (Standards 6, and 7) the Greek Theatre’s existing character-defining elements from the original, 1930 construction.

Live Nation’s proposal includes revealing the Greek Theatre’s long-hidden porticos, green tile roof, and skylights. Additionally, a new canopy is proposed to replace the existing, non-original 1957 roof, which will allow the entire historic building to be seen and experienced for the first time since the mid-1940s. While the canopy is taller than the existing roof to allow for the height requirements of contemporary productions, its streamlined, lightweight design is compatible in massing, scale, and proportion with the Greek Theatre, and protects the historic integrity of the 1930 Greek Theatre stage house (Standard 9). It does not create a false sense of the theater’s historic development (Standard 3) and can be removed easily in the future without impacting the historic building or environment (Standard 10). In addition, the canopy will be open and not touch the stage house; its supports are in locations where the existing roof supports are located, or are outside the building. By placing the canopy over the stage, the stage house’s primary, public façade facing Vermont Avenue is clearly visible and not overshadowed. The proposed new canopy will not impact any historic materials and will be differentiated but compatible with the Greek Theatre stage house as per Standard 9.

The National Park Service’s Preservation Brief 14 - New Exterior Additions to Historic Buildings: Preservation Concerns, states,

Greek Theatre [P14159] Page 3

A new addition to a historic building should preserve the building’s historic character. To accomplish this and meet the Secretary of the Interior’s Standards for Rehabilitation, a new addition should:  Preserve significant historic materials, features and form;  Be compatible; and  Be differentiated from the historic building.

The Live Nation proposal meets these criteria.

Our proposal is conceptual at this time, and once a concession agreement for operation of the Greek Theatre is entered into with Live Nation, we look forward to working with the city’s Office of Historic Resources, the Cultural Heritage Commission, and the Department of Recreation and Parks, as well as community groups like the Los Angeles Conservancy, to arrive at the best possible design solution for the Greek Theatre. We also have significant experience working closely with a wide variety of agencies on comprehensive CEQA review that fully analyzes and mitigates any potential impacts arising from our projects. We anticipate doing the same here when our client is in a position to finalize the proposed improvements based on the input of the Department and the Office of Historic Resources.

About Page & Turnbull Page & Turnbull has over 40 years of experience providing historic preservation consulting services in cities and communities throughout California. We have extensive experience with rehabilitating and adapting existing and historic structures as well as designing new, compatible construction in historic districts. Page & Turnbull is currently working on historic buildings at Yosemite National Park, Grand Canyon National Park, Asilomar State Park, and San Simeon State Park (Hearst Castle).

Thank you for your consideration of Live Nation’s proposal for the Greek Theatre

Sincerely,

John D. Lesak, AIA, FAPT, LEED AP Principal

Greek Theatre [P14159] Page 4

Figure 1. Original open-air configuration of the Greek Theatre stage from the 1930s. Source: Los Angeles Public Library Photo Collection.

Greek Theatre [P14159] Page 5

Figure 2. Stage configuration following the 1948 alterations. Note the infilled stage area, enclosed porticos, and side/wing-walls. Source: Los Angeles Public Library Photo Collection.

Greek Theatre [P14159] Page 6

Figure 3. Stage configuration following the 1957 alterations. Note larger gable above the stage area and side wing walls. Source: Los Angeles Public Library Photo Collection.

Greek Theatre [P14159] Page 7

APPENDIX A

The Secretary of the Interior's Standards for Rehabilitation:

1. A property will be used as it was historically or be given a new use that requires minimal change to its distinctive materials, features, spaces, and spatial relationships.

2. The historic character of a property will be retained and preserved. The removal of distinctive materials or alteration of features, spaces, and spatial relationships that characterize a property will be avoided.

3. Each property will be recognized as a physical record of its time, place, and use. Changes that create a false sense of historical development, such as adding conjectural features or elements from other historic properties, will not be undertaken.

4. Changes to a property that have acquired historic significance in their own right will be retained and preserved.

5. Distinctive materials, features, finishes, and construction techniques or examples of craftsmanship that characterize a property will be preserved.

6. Deteriorated historic features will be repaired rather than replaced. Where the severity of deterioration requires replacement of a distinctive feature, the new feature will match the old in design, color, texture, and, where possible, materials. Replacement of missing features will be substantiated by documentary and physical evidence.

7. Chemical or physical treatments, if appropriate, will be undertaken using the gentlest means possible. Treatments that cause damage to historic materials will not be used.

8. Archeological resources will be protected and preserved in place. If such resources must be disturbed, mitigation measures will be undertaken.

9. New additions, exterior alterations, or related new construction will not destroy historic materials, features, and spatial relationships that characterize the property. The new work will be differentiated from the old and will be compatible with the historic materials, features, size, scale and proportion, and massing to protect the integrity of the property and its environment.

10. New additions and adjacent or related new construction will be undertaken in such a manner that, if removed in the future, the essential form and integrity of the historic property and its environment would be unimpaired.

EXHIBIT H

EXHIBIT I The 2014 DINING GUIDE PATINA RESTAURANT GROUP

1 The Chefs!

Vincent Ernesto Fernando Darin Valenzona Hernandez Chef de Cuisine Executive Chef Chef de Cuisine The Wine Bar Hollywood Bowl Hollywood Bowl

“Welcome to another delicious season at the Bowl! The 2014 season menus capture the essence and excitement of the Los Angeles culinary landscape with new offerings at all outposts. We are proud supporters of the Los Angeles Philharmonic and look forward to sharing one of the premier Los Angeles summer traditions with you. As always, we take pride in serving you seasonal, market fresh cuisine that showcases all that California has to offer.”

Joachim Splichal Chef and Founder | Patina Restaurant Group

DININGAs the sun goes down and the lights AT go up, one of LA’sTHE most beloved summerBOWL traditions begins – the pre-concert dinner. We offer an array of dining options to make your evening more magical!

DINE IN YOUR BOX SEATS 6 Savor three-course meals, a la carte options, sushi and family style dinners delivered to your box. THE WINE BAR 10 Our full service al fresco wine bar and lounge features small and large plates, and a curated wine, craft beer and soju cocktail list. ROOFTOP GRILL 12 Our al fresco restaurant serves mesquite grilled steaks, fresh seafood and farmers market fare. NISHI SUSHI BAR 14 Visit Market West for authentic sushi. Choose from our made to order specialty rolls, jubako boxes and sushi platters. STACCATO 16 Pick up burgers, locally made sausages and fresh salads on the way to your seats. PICNIC BASKETS 18 Pre-order your picnic. It will be ready when you arrive. Enjoy no wait, no hassle gourmet picnics for two. HOW TO ORDER Save time and pre-order your dinner online in just 3 easy steps.

Select concert date and If you have a bench seat, Reserve order 1 time at patinagroup.com/ 2 select your picnic basket. with a credit card. bowl. 3 If you have a box seat, *Must bring a form of select an a la carte payment the day of. appetizer, entree, or dessert; picnic basket; three-course dinner; dining for two; or sushi.

4 Box Service - Hawaiian Ahi Tuna with Udon Noodle Salad Order by 4pm the day before your concert at www.patinagroup.com/ bowl or call 323 850 1885.

Menu and pricing subject to change due to seasonal availability.

Dining for Two - Mediterranean Kabob Plate 5 Dine In Your Box Seats Enjoy full-service dining in your box seats from three-course, dining for two, and a la carte options; to family style dinners and freshly prepared sushi. Picnic baskets, on page 18, are also available for delivery to your box.

6 Box Service - Pan Roasted Atlantic Salmon THREE COURSE MENUS Serves 1 - Includes coffee, tea or bottled water.

CLASSIC 39 SPA 55

First Course First Course Caesar Salad - crisp Romaine hearts, shaved Organic Baby Greens - raw farmers market Parmesan and olive oil toasted croutons vegetables and Meyer lemon vinaigrette

Entrée Selection (choose one) Entrée Selection (choose one) - Pinot Rotisserie Half-Chicken - crispy roasted - Pan Roasted Atlantic Salmon - baby kale, red potatoes and lemon-thyme carrots quinoa and red pepper vinaigrette - Penne Pasta Puttanesca - summer squash, - Grilled Baja Seabass - Brentwood corn and blistered cherry tomatoes, Pecorino Romano black bean “Pico de Gallo”, cilantro coulis and cheese and crispy basil lime emulsion

Dessert Dessert Organic Summer Strawberries - vanilla Chantilly Melon Ratatouille - heirloom melon and mint cream coulis

SIGNATURE 47 PREMIERE 65

First Course First Course Purple Kale - raw rainbow beets, toasted almonds, Windrose heirloom tomatoes, compressed goat cheese and apple cider vinaigrette watermelon, basil and broken balsamic vinaigrette Entrée Selection (choose one) - Honey Stung Golden Fried Chicken - kale-carrot Entrée Selection (choose one) slaw and warm cinnamon roll - Grilled Flat Iron Steak - fingerling potatoes, - Roasted Pork Belly - grilled Fitzgerald peaches, roasted plantains, grilled asparagus red wine Cheddar white grits and cherry tomato marmalade chimichurri Dessert - Hawaiian Ahi Tuna Steak - udon noodle salad, Classic Graham Cracker Cheesecake - summer stone charred green onion and soy-ginger vinaigrette fruit compote Cheese California Cheeses - a soft, a hard, a blue and goat served with grapes

Dessert Chocolate Cheesecake - vanilla cream sauce

Dining for Two - Smokey Joe’s BBQ Rib Plate 7 A LA CARTE Serves 1 STARTERS Caesar Salad – crisp Romaine hearts, shaved Parmesan and olive oil toasted croutons 12

Purple Kale – raw rainbow beets, toasted almonds, goat cheese and apple cider vinaigrette 14

Organic Baby Greens – raw farmers market vegetables and Meyer lemon vinaigrette 14

Windrose Heirloom Tomatoes – compressed watermelon, basil and broken balsamic vinaigrette 16

ENTRÉES

Pinot Rotisserie Half-Chicken - crispy roasted potatoes and lemon-thyme carrots 26

Penne alla Puttanesca - summer squash , blistered cherry tomatoes, Pecorino Romano cheese and crispy basil 25

Honey Stung Golden Fried Chicken – kale-carrot slaw and warm cinnamon roll 29

Roasted Pork Belly – grilled Fitzgerald peaches, Cheddar white grits and cherry tomato marmalade 34

Pan Roasted Atlantic Salmon – baby kale, red quinoa and red pepper vinaigrette 34

Grilled Flat Iron Steak – fingerling potatoes, roasted plantains, grilled asparagus red wine chimichurri 37

Thai Noodle Salad – pineapple marinated beef, mango, cherry tomatoes and roasted peanuts 25

Hawaiian Ahi Tuna Steak – udon noodle salad, charred green onion and soy-ginger vinaigrette 39

DESSERTS Classic Graham Cracker Cheesecake - summer stone fruit compote 9 Organic Summer Strawberries - vanilla Chantilly cream 9 Melon Ratatouille - heirloom melon and mint coulis 9 Chocolate “Moon Pie” - caramel dipping sauce 9

8 Desserts - Chocolate “Moon Pie” FAMILY STYLE DINING Serves 3-4 PLATTERS California Farm House Cheeses – a soft, a hard, a goat and a blue served with toasted almonds, red seedless grapes and crackers 31

Bouquet of Grilled Vegetables – fresh from the farmers market, served with chickpea hummus and red pepper Romesco 26

Jumbo Shrimp Cocktail – 1 pound (21-25) of poached jumbo shrimp served with citrus wedges, garlic aioli and house made cocktail sauce 48

Gravlax Cured Salmon – shaved red onion, crème fraîche, capers and crispy flat bread chips 49

Bucket O’ Chicken – our famous honey stung fried chicken with warm cinnamon rolls (8 pcs) 28

SWEETS

Summer Strawberries – 2 lbs served with duo of dipping sugars and vanilla Chantilly 28

Summer Berry Shortcake – market berries, angel food cake, Chantilly cream 28

Summer Fruit Platter – pineapple, raspberries, melon, blackberries and strawberries 25

DINING FOR TWO Served on a baking sheet with sides.

Cedar Plank Atlantic Salmon – Cajun spiced and slow cooked over our mesquite grill. Served with grilled ciabatta, jerk-spiced jicama and old bay aioli 60

“Smokey Joes” BBQ Rib Plate – slow cooked baby back ribs served with our house made BBQ sauce and whole roasted corn on the cob 55

Roasted Rib-Eye – grilled over our mesquite grill served with heirloom tomato salad and chimichurri sauce 65

Mediterranean Kabob Plate – herb marinated beef kabobs and Order by 4pm the day before your concert at grilled pineapple served with lemon scented quinoa, cucumber www.patinagroup.com/bowl or call 323 850 1885. salad and tzatziki sauce 55 Menu and pricing subject to change due to seasonal availability.

Family Style Dining - Summer Berry Shortcake 9 THE WINE BAR The al fresco wine bar and lounge, perched above the main entrance to the box seats, features an array of small and large plates; and curated wine, craft beer and soju cocktail list. New this year is our aperitif menu that features quina wines, vermouths, Port, and Sherry bar. Our dinner menu offers items that are meant to be shared with the table. Your selections will be brought to your party as they are ready in the kitchen. For reservations, please call 323 850 1885.

10 Small Plates - Charred Brussels Sprouts We strive to use the freshest ingredients at their peak of ripeness and maximum flavor profile, continually adjusting the menu to take advantage of the season’s bounty. Here are a few menu highlights.

SMALL PLATES LARGE PLATES Kusshi Oysters (half dozen) - Verius mignotte, lemon 18 Braised Pork Cheeks - Beluga lentils, buna-shimeji mushrooms, caramelized apples 21 Spring Vegetable Salad - snap peas, heirloom tomato, hearts of palm, grapes, goat cheese 16 Jidori Natural Chicken - Lebni, chickpeas, green za’atar 19

Selection of Artisan Cheeses - apricot mustard, Marcona Beef Short Ribs - crispy fingerling potatoes, roasted onion almonds, grissinis 16 purée, beef jus 28

Steak Tartare - English peas, avocado, rye bread, frozen Hanger Steak - Yucca fries, gremolata 28 béarnaise 16

White Gazpacho - Dungeness crab, almonds, green grapes 14 DESSERT Orange Buttermilk Panna Cotta - red wine tapioca, almond tuille 10 Charred Brussells Sprouts - Manchego, crusted hazelnuts, green goddess 12 Chocolate Semifreddo - smoked whipped cream, sea salt 10

Fried Smelts - hand cut Idaho fries, nori, Sriracha aioli 14 * Menu and pricing subject to change due to seasonal availability. Seafood Bowl - mussels, clams, Spanish chorizo, romesco, grilled bread 18

Grilled Cheese - Fromagger d’ affinois, fig jam, crème fraîche, fried sage 14

Banh Sliders - pork belly, jalapeño mayo, pickled cucumber, cilantro 15

Macaroni and Cheese - tomato confit, caramelized onions, Japanese breadcrumbs 13

Risotto Fritters - Pecorino, fresh peas, lemon jam 14

Crispy Jidori Chicken Wings - Togarashi spice, shishito peppers, ponzu dip 15

Small Plates - Spring Vegetable Salad 11 ROOFTOP GRILL Rooftop Grill is an al fresco twist on the classic steakhouse offering mesquite grilled steaks, fresh seafood and farmers market fare. Reservations are recommended. Please call 323 850 1885. -

12 Panzanella Salad STARTERS SEAFOOD, CHICKEN AND PORK Soup of the Day Mesquite Grilled Atlantic Salmon - cherry tomato relish 26

Simple Baby Greens – baby carrots, hot house cucumbers, Hawaiian Ahi Tuna Steak - smoked pineapple relish and crispy Toy Box tomatoes and Meyer lemon vinaigrette 11 lotus root 38

Caesar Salad– hearts of Romaine, aged Parmesan, garlic Roasted Pork Belly - hoison-ginger glaze and pickled ciabatta croutons 12 cucumber 31

Brussels Sprout Salad – marcona almonds, Manchego cheese Citrus and Garlic Marinated Half-Chicken - charred heirloom and honey mustard dressing 15 tomato compote 27 Panzanella Salad – heirloom tomatoes, wild arugula, shaved red onion, garlic croutons and red wine vinegar 16

Wedge Salad – butter lettuce, vine ripe tomato, applewood DESSERTS smoked bacon, grilled scallion and creamy blue cheese 13 Summer Berry Shortcake - vanilla cream sauce 9 Crab Stack – lump crab, cucumbers, pea shoots, tomato, avocado, mango and ginger-lime dressing 17 Organic Summer Strawberries - vanilla Chantilly cream 9

BBQ Shrimp Cocktail – grilled jumbo shrimp, spicy slaw, Classic Graham Cracker Cheesecake - summer berries and stale ale BBQ cocktail sauce 16 vanilla bean sauce 10

Hawaiian Ahi Poke – diced marinated tuna with avocado, Chocolate Cheesecake - vanilla cream sauce 9 cucumber and crispy wonton chips 15 California Cheeses - four cheeses served with dried fruit, grapes and grilled bread 18 SIDES JBS Mashed Potatoes 9

Tillamook “Mac-n-Cheese” 9

Roasted Curry Cauliflower 9

Fingerling Potatoes with Applewood Smoked Bacon 9

Wild Mushroom Ragout 11

Grilled Summer Asparagus 11

MESQUITE GRILLED

Rib-Eye (16 oz) 39

Filet Mignon (8 oz) 40

Flat Iron Steak (10 oz) 32

Rib-Eye Steak 13 NISHI SUSHI BAR Master sushi chef Travis Kamiyama prepares fresh sushi and Japanese delicacies daily from our onsite sushi kitchen “Nishi Sushi bar” located on the west side of the bowl shell. Savor made-to- order sushi platters and Jubako boxes delivered to your box seats.

14 Jubako Box SUSHI PLATTERS JUBAKO BOXES Serves 1 An exquisite assortment of sushi delivered to Our Jubako boxes are a complete light and your box. refreshing Asian inspired meal, masterfully prepared and packaged in a three tiered jubako SUSHI PLATTER FOR TWO 40 box. Jubako boxes can be dropped off at your box California roll (4 pcs), spicy tuna roll (4 pcs), up to two hours before show time. shrimp ebi nigiri (2 pcs), salmon nigiri (2pcs) albacore (2pcs), edamame soy sauce, wasabi and gari ICHI 47 Seaweed salad and assortment of Japanese side dishes California roll with wasabi and gari SUSHI PLATTER FOR FOUR 75 5 pcs assorted sashimi with tsuma and shiso leaf Grilled Jidori yakitori chicken skewers (2pcs) with California roll (8 pcs), spicy tuna roll (8 pcs), shrimp Japanese rice and sesame seed krunch roll (8 pcs), salmon nigiri (4 pcs), tuna nigiri (4 Summer strawberries and lychee pcs), yellowtail nigiri (4pcs), soy sauce, wasabi and gari

NI 57

ASSORTED SASHIMI PLATTER 95 Seaweed salad and assortment of Japanese side dishes Spicy tuna roll with wasabi and gari Tuna (5 pcs), yellowtail (5 pcs), salmon (5 pcs), albacore 5 pcs assorted sashimi with tsuma and shiso leaf (5 pcs), octopus (5 pcs), seaweed wakame salad, soy Broiled miso black cod with Japanese rice and sauce, wasabi and gari sesame seed Summer strawberries and lychee

KAMIYAMA PREMIER PLATTER 125 SAN 67 Seaweed salad and assortment of Japanese side dishes Rainbow roll (8 pcs), salmon lovers roll (8 pcs), dragon Albacore tataki salad with yuzu wasabi dressing roll (8 pcs), spicy tuna roll (8 pcs), California roll (8 pcs), 5 pcs. assorted sashimi with tsuma and shiso leaf spicy crispy shrimp (8 pcs), tuna tataki (8 pcs), veggie Salmon lovers roll with wasabi and gari roll (8 pcs) Sushi chefs selection of sushi nigiri (6 pcs) Summer strawberries and lychee Sushi chef’s selection of sushi nigiri (6 pcs) Summer strawberries

Order by 4pm the day before your concert at www.patinagroup.com/bowl or call 323 850 1885.

Menu and pricing subject to change due to seasonal availability. 15 STACCATO GOURMET BURGERS, SAUSAGES AND BEER

Pick up a delicious, freshly prepared meal on the way to your seats, from specialty burgers and artisan sausages to our new signature ‘Hollywood Bowls’ and JBS chili fries.

16 Grilled Chicken BLT THE BURGERS Staccato - aged Cheddar, beefsteak tomato, leaf lettuce, dill pickle, red onion and Thousand Island Bistro - caramelized red wine onions, bacon, blue & Gruyère cheeses, baby arugula and garlic aioli The “Pool” Burger - one pound angus burger stuffed with braised short rib, candied bacon, Gruyére cheese, baby arugula and black-truffle aioli Tree Hugger - “nut & grain” patty with soy cheese, beefsteak tomato, leaf lettuce, dill pickle, red onion and veganaise

THE SAUSAGE Hand crafted artisan sausage Thai Chicken Sausage - pickled green papaya, jalapeño, cilantro and garlic aioli Cheddarwurst - caramelized onions and sweet peppers

THE POTATOES Garlic Shoestring Fries Sweet Potato Fries JBS “Chili” Fries

THE GREENS Caesar Salad - crisp Romaine hearts, shaved Parmesan and toasted croutons Grilled Chicken Caesar Salad - crisp Romaine hearts, shaved Parmesan and toasted croutons

HOLLYWOOD “BOWLS” Pan Seared Salmon - roasted summer squash and wild mushroom couscous Shoyu Grilled Chicken - jasmine scented rice and charred broccoli The “Veggie” - lemon scented quinoa, roasted baby carrots, grilled asparagus and cherry tomatoes

STACCATO SIGNATURES Rotisserie Half-Chicken - roasted potatoes and summer vegetables Beer Battered Onion Rings - house made BBQ sauce and buttermilk ranch Roasted Turkey Club Wrap - turkey, bacon, leaf lettuce, tomato and sundried tomato aioli Grilled Chicken BLT - herb marinated chicken, applewood smoked bacon, butter lettuce, summer tomatoes and honey-mustard aioli Honey Stung Fried Chicken - herb roasted potatoes and sweet cinnamon roll “Smokey Joes” Baby Back Ribs - fire roasted corn on the cob and Tuscan kale slaw Cheese Plate - California cheeses served with dried fruit, grapes and crackers Sushi Rolls - California roll or spicy tuna roll

THE SWEET Classic Graham Cracker Cheesecake - summer stone fruit compote Organic Summer Strawberries - vanilla Chantilly cream Melon Ratatouille - heirloom melon and mint coulis Chocolate “Moon Pie” - caramel dipping sauce Chocolate Cheesecake - vanilla cream sauce

* Menu and pricing subject to change due to seasonal availability. Staccato Burger 17 PICNIC BASKETS SERVES 2 Picnic in your box! Choose from five gourmet picnic menus. Each basket is designed to feed twopeople and includes an eco-friendly picnic basket, disposable plates, napkins, plasticware, bread and butter. Pre-order your basket today for pick-up at Staccato or delivery to your box seat. A selection of wines are available to complete your evening. Upgrade to our traditional wicker picnic basket with fold-down handles for only $41, and take home with you.

18 Heirloom Tomato Salad DANDELION 69 VEGAN 69 Honey Stung Golden Fried Chicken (6) Roasted Maitake Mushroom Bouquet (2) Sweet Glazed Cinnamon Rolls (2) - summer vegetables Country Style Potato Salad Citrus Scented Quinoa Salad Organic Baby Mixed Greens - balsamic Simply Sliced Summer Tomatoes - balsamic vinaigrette vinaigrette Summer Strawberries - vanilla cream Summer Strawberries - raw dipping sugar

COUNTRYSIDE 69 Whole Rotisserie Chicken Country Style Potato Salad Caesar Salad - crisp Romaine, shaved Parmesan and croutons Classic Graham Cracker Cheesecake -summer stone fruit compote

VERANO 69 Lemon Poached Atlantic Salmon Filets (2) -summer vegetables and lemon aioli Country Style Potato Salad Simply Sliced Summer Tomatoes - balsamic vinaigrette Chocolate “Moon Pie” - caramel dipping sauce

SUNSET 88 Pan Seared Flat Iron Steak - horseradish cream and roasted garlic aioli (2) Heirloom Tomato Salad - shaved red onion, basil and extra virgin olive oil Herb Marinated Summer Asparagus - Parmesan cheese and toasted almonds Country Style Potato Salad Chocolate Cheesecake - vanilla cream sauce

19 WEST GATE

NISHI SUSHI BAR MARKET WEST

THE WINE BAR

MARKET CAFÉ POPCORN

ROOFTOP GRILL

STACCATO

MAIN GATE

ENTRANCES GOURMET MARKETPLACES

BOX OFFICES CONCESSION STANDS

RESTROOMS RESTAURANTS Our menu offers items that are meant to be shared with the table. Your selections will be brought to THE WINE BAR your party as they are ready in the kitchen. We suggest 3-4 dishes per person.

Smaller plates bigger plates

KUSSHI OYSTERS( HALF DOZEN) BRAISED PORK CHEEKS Verius mignotte, lemon 18 Beluga lentils, buna-shimeji mushrooms, caramelized apples 21 SPRING VEGETABLE SALAD Snap peas, heirloom tomato, hearts of JIDORI NATURAL CHICKEN palm, grapes, goat cheese 16 Lebni, chickpeas, green za’atar 19

SELECTION OF ARTISAN CHEESES BEEF SHORT RIBS Apricot mustard, Marcona almonds, Crispy fingerling potatoes, roasted onion grissinis 16 purée, beef jus 28

STEAK TARTARE HANGER STEAK English peas, avocado, rye bread, frozen Yucca fries, gremolata 28 béarnaise 16

WHITE GAZPACHO Dungeness crab, almonds, green grapes 14 DESSERT

CHARRED BRUSSELS SPROUTS ORANGE BUTTERMILK PANNA COTTA Manchego, crusted hazelnuts, green Red wine tapioca, almond tuille 10 goddess 12 CHOCOLATE SEMIFREDDO FRIED SMELTS Smoked whipped cream, sea salt 10 Hand cut Idaho fries, nori, Sriracha aioli 14 SEAFOOD BOWL DESSERT Wine and Sherry Mussels, clams, Spanish chorizo, romesco, Dr. Loosen, Beerenauslese, Mosel, grilled bread 18 Germany -187ml bottle – 2006 49 GRILLED CHEESE AlexanderJules – Fino 12 Fromagger d’ affinois, fig jam, crème Alexander Jules – Manzanilla 14 fraîche, fried sage 14 Lustau – Dry – Amontillado, Los Arcos 9 Lustau – East India Solera 14 BANH SLIDERS Lustau – Olorosa Very Rare, Eugenia 21 Pork belly, jalapeño mayo, pickled Almacenista, Fino del Puerto 19 cucumber, cilantro 15 Almacenista, Amontillado del Puerto 19 Almacenista, Oloroso Pata de Gallina 18 MACARONI AND CHEESE Almacenista, Vides Palo Cortado Tomato confit, caramelized onions, de Jerez 16 Japanese breadcrumbs 13

RISOTTO FRITTERS Pecorino, fresh peas, lemon jam 14 Espresso Lavazza Espresso reg 3.50/dbl 6 CRISPY JIDORI CHICKEN WINGS Lavazza Espresso – Decaf reg 3.50/dbl 6 Togarashi spice, shishito peppers, ponzu dip 15

Stefan Jüling – General Manager Fernando Darin - Chef de Cuisine Our menu is seasonal and subjected to availability – let us know about any food allergies. We support local agriculture and respectful treatment of animals. Our apologies, but no modifications. Aperitifs

Soju Yokaichi Mug Distilled from Barley 4oz. 10 Soju – Barrel Aged – House Brand 4oz. 15

Imbue, Petal & Thorn Aperitifs served on the rocks 4oz. 10

Cocchi Americano Aperitifs served on the rocks 4oz. 10

Long drinks

PORT AND TONIC White port, Fever Tree tonic water, lime 13

GIN AND TONIC Botanical infused soju, Fever Tree tonic water, lime 14

APEROL SPRITZ Aperol, sparkling wine, soda, orange peel 13 Soju A rice based Korean spirit, soju is clear, colorless and light in taste - perfect for mixing with our fresh ingredients, herbs and house made syrups for a refreshing cocktail.

Soju Cocktails

SPARKLING SPECTACULAR Sparkling wine, elderflower syrup, fresh lemon juice, strawberries, soju, lemon peel 14

HOLLYWOOD MUSE House made ginger syrup, fresh lime juice, soju, mint, soda water 12

PEPPERTREE LANE Cucumber, mint, soju, fresh lime juice, soda water 13

BARREL AGED MANHATTAN Carpano antica, Byrrh Grand Quinquina, soju, bitters, maraschino cherry 15

Stefan Jüling – General Manager Fernando Darin - Chef de Cuisine EXHIBIT J NEDERLANDER 1 AEG LIVE ASSET MANAGEMENT/CONCESSION IMPROVEMENT PLAN

Timelines All required construction work can be substantially advanced with offsite fabrication and then completed in the off season. It will have minimal impact on operations.

6ACEK THfATRf CONCESSION IMPROVEMENT ESTIMATED SCHEDULE NetfeHaiKkf - AEGUvc Submittal MM OCT WQV

Project DvKrtptton and CfQA Cocnphancc Report

VtNUC MMOVTMf im ArcMt»ctur»l •ftdUnAe^c Oetlfn and OocutfMnUdon Concept OMlfn Schematic Deiign Deiif nDevrlopment Constructton Oocumcntttion PUn Check tubfnftt*), tevtew, and award of Rudding Penntt Corctrvctlon Admln»»tr»tloo by deilgn pro(ttiion»H Project Ooseout and Putthfet

General Contractor Selection and Award Corntrualon Cost CvaKiatkon MtP Subcontractor Selection and Award MtP Deiijo Documentation and Submittal Coft Confirmation and Noticeto Proceed Steel Shop Ocawinp and Approval Steel Procument and fabrtcation Kitchen Oetifn andHealth Department Submittal Kttchen Iqutpment Procumeot

Repair and Recondition Northand South TerrKe Slrucmrt Hemon* einimt s«atln( Reconfifure theatre jeatlnf area (or ADA comphance dean teatlnc wrfacn andapply waterprooflnf InttaM new leatmf andauie NMlng

Foundation ihop drawing review andconfrmatioo Partial Basement Demolition andfoundation Placement Steel Column andSupport tnttalatlon Steel t'UM InitaHatlon Siaf eHoot Construction

twitlr< Tilerepkation Hemoval and catalofertuing Me ImtaR roof underlayment Replace eahtir* rool Aefurfcoh r.Htlnt Sky^fhtt

Nconfliora aiming Northand South Conceuiont Expand and renovate VIP RedwoodDeck North Parting Restaur ant and 2eus tar improvement hntaft Dfckat Menu feard and POS Sytiem He and Undscapta* Improvement ReconAfure North Parking lot landscaping and tntrances Reconfigure Ptaca Hardscape andUndscaping Trim and raconditlonexisting landscaping

Install and improvement IT network cabling and equipment tnstaN and Cooffcure Public Win

RefWsh dressing rooms )rove Mdeo Capability UD screendesign and procument

Signage Design and Approval Signage Procument

replace MIP deferred maintenance equipment

is subjected to cf

m GREEK THEATRE I RFP RESPONSE

EXHIBIT K City of Los Angeles Exhibit M - Corrected Update Department of Recreation and Parks Request for Proposals For the Operation and Maintenance of The Greek Theatre Concession

Financial Performance Max Max Above Total Points Fail Poor Average Good Excellent Percent Points Average Awarded Points out often 1 to 5 6 7 8 9 10 Point Allocation 30 Strategic Plan and Direction 33.3% 10 0.0 Level of Revenue Sharing 33.4% 10 0.0 Level of Capital Investment 33.3% 10 0.0

Total 100.0% 30.0 0.0

Weighted Percentage 0.0%

Asset Management/Concession Improvement Plan Max Max Above Total Points Fail Poor Average Good Excellent Percent Points Average Awarded Points out often i 2 3 4 5 6 1 to 2 3 to 4 5 to 6 7 to 8 9 to 10 11 to 12 Point Allocation 30 Approach to Required Concession Improvements 20.0% 6 0.0 Approach to Potential Concession Improvements 40.0% 12 0.0 Approach to Preventative Maintenance Plan 40.0% 12 0.0

Total 100.0% 30.0 0.0

Weighted Percentage 0.0%

As of July 16, 2014

EXHIBIT L

EXHIBIT M 2.3 EVENT ACTIVITY

NUMBER OF STAFF MEMBERS REQUIRED includes predominantly part-time and seasonal employees.

DEPARTMENT* NUMBER STAFF MEMBERS Security 30-40 Ushers 30-40 Ticket Takers 7-10 Maintenance/Cleaning 20 Parking/Traffic (non-police) 20 Police (including traffic) 20 Stagehands 20-40 Merchandise 10 Concessions 100-150 Total 257-350

ORGANIZATIONAL STRUCTURE

EXHIBIT N REPORT OF GENERAL MANAGER NO. 11-306

DATE November 21, 201 1 C.D. 4

BOARD OF RECREATION AND PARK COMMISSIONERS

SUBJECT: THE GREEK THEATRE CONCESSION - ANNUAL PERFORMANCE GUARANTEE PENALTY PAYMENT

R. Adams K. Regan H. Fuj~ta M. Shull V, Israel *N Williams Now'

Approved Disapproved

RECOMMENDATION:

That the Board accept the one-time cash payment of $135,803.82 and In-Kind Services to the Department, as detailed in the summary of this Report, as payment in-full for the 2009 and 2010 Performance Guarantee penalty.

SUMMARY:

On May 21, 2002, Concession Agreement Number 245 was executed between the City of Los Angeles Department of Recreation and Parks and Nederlander-Greek, Inc. (NGI) for the operation and maintenance of the Greek Theatre. The Concession Agreement includes a Performance Guarantee which requires that the annual gross revenue would not be less than $15 million for the first concert season and would increase by 3% annually. The penalty for not meeting the Performance Guarantee is 20% of the amount under the guaranteed minimum.

For the 2009 and 2010 seasons, NGI was unable to meet the Performance Guarantee. On March 16, 201 1, a letter was sent from the Department to NGI informing them about the Performance Guarantee penalty of $493,789.40. On April 12, 201 1, staff met with NGI to discuss the matter. Staff also reviewed the year-end financial documents and accounting adjustments previously submitted by NGI for calendar years 2009 and 2010. The accounting adjustments revise the gross revenue reported by NGI and the Performance Guarantee penalty is recalculated to be $452,679.40. REPORT OF GENERAL MANAGER

PG. 2 NO. 11-306

Period Performance Actual Annual Performance Penalty (20% of Guarantee Gross Revenue Guarantee Shortfall) Shortfa1 1 2009 $ 18,150,000 $ 17,998,995 $ 151,005 $ 30,201 .OO 2010 $ 18,600,000 $ 16,487,608 $2,112,392 $ 422.478.40

Staff recommends that the Board accept a revised Performance Guarantee penalty of a one-time cash payment of $1 35,803.82 and that consideration be given for $576,102.65 of in-kind services that NGI has provided to the Department, the Greek Theatre, and the community over the term of the Concession Agreement.

One-Time Cash Payment The one-time cash payment of $135,803.82 represents the projected amount of rent that IVGI would have paid had NGI met the Performance Guarantee:

2009 Performance Guarantee: 2009 Gross Revenue: 2009 Shortfall: Rent on 2009 Shortfall (6% of Shortfall):

20 10 Performance Guarantee: 20 10 Gross Revenue: 2010 Shortfall: Rent on 20 10 Shortfall (6% of Shortfall):

TOTAL PROJECTED RENT ON SHORTFALL: $ 135,803.82

In-Kind Services During the term of the Concession Agreement, NGI has: 1) assumed costs for traffic operations originally provided at no cost by the Department of Transportation (DOT); 2) provided operational and maintenance staff for events which benefited the public, primarily schools, and for which the Department would have had to provide staff; 3) provided non-contractually required capital improvements; and 4) purchased a sound monitoring system to ensure compliance with noise requirements. The value of the in-kind services is as follows:

DOT Parking Costs: $ 43,180.00 Event Subsidy (Bach, Rock and Shakespeare): $ 170,287.00 Event Subsidy (High School Graduations): $ 194,340.00 Event Subsidy (Cosmic Conjunction): $ 11,408.00 Capital Improvement (Capacity Adjustment) $ 47,408.65 REPORT OF GENERAL MANAGER

PG. 3 NO. 11-306

Capital Improvement (Plaza Bar): Sound Monitoring System: TOTAL IN-KIIVD SERVICES

The one-time cash payment and in-kind services total $71 1,906.47 and surpass the performance guarantee penalty of $452,679.40.

New Venue (The Nokia Theatre) The recommendation to review and reconsider the performance guarantee penalty is based on a new venue opening in the surrounding area, the Nokia Theatre, which has negatively impacted NGI's ability to meet the performance guarantee.

On May 9, 2002, prior to the execution of the Concession Agreement, a letter was sent from the Department to representatives of NGI that stated that should a proposed new concert theatre near the Staples Center be completed and create a negative impact on the Greek Theatre, the Department would entertain a request for relief from the Performance Guarantee and that the request would be brought to the Board for consideration and action (Attachment A).

In 2007 the Nokia Theatre opened at the L.A. Live complex, which also houses music venues such as Staples Center, Club Nokia, and The Conga Room. The Nokia Theatre has a seating capacity of 7,100 patrons versus the Greek Theatre's capacity of 5,801 seats.

Prior to the opening of the Nokia Theatre, the Greek Theatre and the Gibson Amphitheatre competed for the primary concert market in the Los Angeles area. Attachment B shows that during the four years prior to the Nokia Theatre opening (2003 - 2006), 52% of total ticket sales were attributed to the Greek Theatre and 48% were attributed to the Gibson Amphitheatre. The four years after the opening of the Nokia Theatre (2007- 2010), 36% of total ticket sales were attributed to the Greek Theatre, 31% were attributed to the Gibson Amphitheatre, and the 33% were attributed to the Nokia Theatre.

The effect of the Nokia Theatre on both the Greek Theatre and Gibson Amphitheatre was immediate and is expected to be permanent.

Concession Performance NGI has worked hard to ensure that the Greek Theatre is a world class operation. From 2001 to 2010, the Greek Theatre has been recognized by the Annual Pollstar Magazine Awards as the Best Small Outdoor Venue (except for 2002). Pollstar also recognized Rena Wasserman, the Greek Theatre General Manager, as the "Facility Executive of the Year" for 2009 and 20 10. REPORT OF GENERAL MANAGER

PG. 4 NO. 11-306

NGI has worked cooperatively with the Department to ensure impact of concert events to the surrounding community is minimal, hosts community meetings to improve operations, and has partnered with the Department on concerts benefiting the Griffith Park Recovery efforts in 2007. It should also be noted that the overall performance by NGI has surpassed the minimum contractual requirements (Attachment C). Between the beginning of the first contract season in 2002 and the end of the concert season in 201 0:

1. The cumulative Performance Guarantee target totaled $15 1,200,000 and the actual gross revenue totaled $175,172,677.

2. The cumulative Minimum Annual Rent requirement totaled $10,800,000 and the actual rent paid to the Department totaled $13,298,19 1.

The acceptance of the one-time cash payment of $135,803.82 ensures that the Department receives the same compensation had NGI met the Performance Guarantee and the acceptance of the In-Kind Services allows consideration for the negative effect of the Nokia Theatre.

FISCAL IMPACT STATEMENT:

The additional one-time payment of $135,803.82 will be deposited into the Department's General Fund (Fund 302 Department 88 Revenue Source 4 150 Work Order RAPX02 10).

Report prepared by Robert N. Morales, Senior Management Analyst 11, Finance Division. Attachment A

BOARD OF RECREATION AND mARSbdENTOF - PARKCOMMIGSlONERS RECREATION AND PARKS 200 N. WNST. 13m FLOOR &s ANGEES, CA m12

CHRISTO~RC. PAK VlCE PRESENT ,CHRISTOPHERW. HAM- CHRISTINA SANCHEZ-CAMINO USA SPECHT . JAMESk. HAtlN MAYOR' M.ay 9,2002 COPY Mr. Neil Papiano . Iverson, Yoakum, Papiano & Hatch 624 South Grand Avenue+ 2Th Floor . Los Angeles, CA 90017-3328 ,

Subject: Greek Theatre ~greernent- Competition from new SOples Centbr Area Theatre

Dear Mr. Papiano: , . At our lpeeting of February 4,2002, we discuksed several~concernsyour client (Nederlander Greek, hc.) bad with the above-referenced agreement, including poteatid negative impacts on Gretk Theatre revenue that couid ensue &om the construction of a proposed new thqhnear the Staples Center. We agreed that if and when the proposed new.facility is cOmpIeted and.your client can demonstrate that the Greek . ' Theatre is significantly irqkctkd, the Department will entertain a request for rent relief and guarantee . . that the request will be brought to the Bdard of Recreation and Park Commissioners .for consideration and action.

As we discussed, the appropriate time to deal with this matter is at the point where Nederlander Greek has vedjable'experience that the new Staples area venue is drawing performers and revenue away from , the Greek Theatre. I believe that this letter adequably recounts our ~oxvefiatianregarding this issue. If you require firhrinformation or clarification, please.cal1 me * (213) 473-6833,

Very truly yours,

ELLEN OPPpim . General Manager

cc: Boqd of Recreation and Park Commissioners. , Pete Echevema ' Mark Brown DEPARTMENT OF RECREATION AND PARKS ATTACHMENT B THE GREEK THEATRE CONCESSION- COMPARISON OF TOTAL TICKET SALES BETWEEN 2003 AND 2010

PRE - NOKIA 2003 2004 2005 2006 4 YEAR TOTAL Venue No. of Ticket % of Total No. of Ticket Oh of Total No. of Ticket % of Total No. of Ticket % of Total No. of Ticket % of Total Sold Tickets Sold Sold Tickets Sold Sold Tickets Sold Sold Tickets Sold Sold Tickets Sold Greek Theatre 190,286 48.96% 238.271 63 14% 248,248 48.30% 218,271 49 14% 895,076 51.92% G~bsonAmphitheatre 198,358 51.04% 139,074 36.86% 265,689 51.70% 225,913 50 86% 829.034 48.08% TOTALS 388,644 100.00% 377.345 100.00% 513.937 100.00% 444.184 100 00% 1,724,110 100.00%

Gibson Am~hitheatre 829,035 Tickets Sold (48% of Total)

am reekTheatre 895,078 Tickets Sold (52% of Total)

Nokia Theatre 772,382 Tickets Sold Greek Theatre (33% of Total) 831,409,Tickets Sold (36% of Total)

I Gibson Amphitheatre 711,853 Tickets Sold (31% of Total) ATTACHMENT C

DEPARTMENT OF RECREATION AND PARKS THE GREEK THEATRE CONCESSION SUMMARY OF PERFORMANCE GUARANTEE AND ANNUAL RENT PAYMENT

PERFORMANCE GUARANTEE

Performance Guarantee Actual Annual Gross Performance Guarantee Year Target (With 3% Annual Minimum Annual Rent Revenue Surplus /Shortfall Increase)

2002 $ 15,000,000 $ 16,982,241 $ 1,982,241

2003 $ 15,450,000 $ 15,575,475 $ 125,475

2004 $ 15,900,000 $ 20,135,192 $ 4,235,192

2005 $ 16,350,000 $ 20,573,485 $ 4,223,485

2006 $ 16,800,000 $ 19,343,443 $ 2,543,443

2007 $ 17,250,000 $ 25,305,942 $ 8,055,942

2008 $ 17,700,000 $ 22,770,296 $ 5,070,296

2009 $ 18,150,000 $ 17,998,995 $ (151,005)

2010 $ 18,600,000 $ 16,487,608 $ (2,112,392) $ 1,200,000 $ 1,200,000 $

TOTAL $ 151,200,000 $ 175,172,677 $ 23,972,677 $ 10,800,000 $ 13,298,191 $ 2,498,191