BERGAMOTSTATIONGALLERYCULTURALASSOCIATION

BRIEFING BOOKLET ______________________________

“What’sgoodaboutitisthatitdoesn’thavethelookofamall,”PatriciaFauresaid.“It’sindustrialandmoreserious.”

Asalandlord,SantaMonicaisforegoingthemorelucrativeprofitsofmanufacturinginexchangeformoreculture‐friendly….”Wedon’thaveaquickcashmentality”,saidJohnJalili,SantaMonica’sCityManager.“It’snotjustthedirectleasesfromproperty,it’sthemoneyvisitorstoourcityspendhereonrestaurants.Wedon’tmindifpeopleenrichlocalbusinesseswhiletheyenrichthemselves.”

NewYorkTimes‐RealEstateSundayOctober22,1995,VerneG.Kopytoff

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Bergamot Station has been a nationally unique cultural destination from its inception in 1994. It is a tourist destination that attracts local art lovers and visitors from around the world to the City of Santa Monica. USA Today includes Bergamot Station in their “10 Best” Guide for the City of Santa Monica. In 2014 TripAdvisor awarded Bergamot Station a Certificate of Excellence and ranked the complex #15 of 45 attractions in Santa Monica, ahead of Pacific Park, and reviewers on Yelp have given the complex an average rating of 4.5/5 stars. What makes it so special and what exactly does Santa Monica stand to lose if this Santa Monica jewel and critical hub of the L.A. art scene is not properly preserved?

Here’s the short answer. An irreplaceable, homegrown arts mecca, and a wonderfully funky and authentic center for the arts comprised of some 30 galleries, 24 Cultural businesses, a museum, a theater, and 5 non-profits. Almost all of these are open to the public, for free, on a daily basis.

We host more exhibitions a year than all of LA’s museums combined. We employ and support over 115 employees and over 400 artists and their families. We support hundreds of local businesses, hotels and restaurants directly and through clients and visitors we draw to the area.

We provide a continuous and free forum for 100’s of Charities and Fundraising Events, Community Gatherings on Topics of Social, Political, and Community interest, School Field trips and classes, Book Signings, Lectures, Film, Theater and Dance performances, There is no other place like it in the country, and if lost, no other place for it in Santa Monica.

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TENANTS: 28 Galleries (19 on City owned PPTY, 9 on Private PPTY) 24 Cultural Businesses 4 Non-Profit Organizations, including a museum 6 of the current tenants have been at the complex for 20 years 12 of the current tenants have been at the complex for over 10 years NON-PROFIT EMPLOYEES 15 full-time employees Over 20 part-time employees, interns and contractual workers. GALLERY AND COMMERCIAL TENANTS 45 full-time employees 100 + interns, freelance and contractual workers

PARKING – “AT CAPACITY” 295 Spaces Currently 115 Tenants and employees park at the complex, Daily. 70-80 Agensys Employees Park Daily. 40-50 Encroachment Use Daily. 50-60 Spaces Available Daily for clients, guests & visitors. Full Daily. ARTISTS

400 – 1,000 artists are currently represented / exhibited by gallery tenants. (Average of 20-40 artists per commercial gallery)

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ARTISTS With well over 400 artists represented and hundreds more being invited to contribute to group exhibitions, Bergamot Station’s Galleries make it possible for important established and emerging artists to support their careers and their families with the income generated from sales of artwork. Not only do galleries invite artists to exhibit their work on an annual or biannual basis, galleries are also responsible for managing artist’s careers, placing their work into acclaimed private & museum collections, editing and producing monographs of artist’s work, and keeping the public aware of their evolution as artists through extensive promotion and exposure to international audiences at art fairs worldwide. LOCAL BUSINESS Tenants at Bergamot Station directly support hundreds of local businesses and vendors on a daily basis and generate hundreds of thousands of dollars in revenue within the City of Santa Monica annually through purchases and rentals. Operating the businesses, entertaining artists and clients, bringing artists and curators to the city from abroad, and hosting events are some of the ways tenants contribute to Santa Monica’s economy. Hotels, restaurants, framers, printers, fabricators, art suppliers, computer stores, shippers, storage companies, rental and catering companies, installers, and art magazines are a sample of the kinds of businesses that consistently benefit from the types of tenants currently at the complex. Here is a list of those we regularly patronize: Santa Monica Hotels: Ambrose Hotel Hilton Hotel Shutters on the Beach Cal Mar Hotel La Meridien Delfina The Georgian Casa Del Mar Radisson Huntley Hotel Oceana Beach Hotel Fairmont Miramar Hotel Shangri-La Hotel Channel Road Inn The Embassy Hotel The Viceroy Loews Hotel Santa Monica Restaurants: Ameci Brentwood Bergamot Café Buffalo Club Bay City Deli Boa Steakhouse Border Grill

Café Rockenwagner Cafe Bizou Chez Jay

Cora’s Café Chan Dara Daily Grille Del Frisco’s Grill Sushi House Nagao Sushi Enterprise Fish Co Frito Misto Houstons

Huckleberry Café Il Forno Ivy by the Shore Josie’s Krispy Creme Shop Lares

Le Petit Café Lime Café Marmalade Café M Street Kitchen Mercado Michaels

Next Door Perry’s Café Pico One Santa Monica Seafood Stella Barra Sweet Lady Jane Tacos Por Favor Tacos Punta Cabras Pacific Dining Car The Galley The Penthouse Thyme Upper West Water Grill Whist Santa Monica AA Olympic Self Storage A/C Design ACE Lock and Key Advanced Art Services Alan Jeffries Framing Ampco Parking

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Anawalt Lumber Apple Store ARC Avon Truck Rental Barnes and Noble Baz Brothers Bed Bath and Beyond Best Buy Between Others Biria USA Blick Art Materials Bob’s Market Box Bros Busy Bee Hardware BVA Volvo Casa Gilio Films Castelli Framing Chaos Enterprises Co-Opportunity Color Service, Inc. Colornet Press Cox Paints Custom Quick Sign Delta Graphics Draper Consulting Group Eden USA Effusive Flowers Fourth Corner Framing Glover Group Technology Federal Express Greyhorse Framing GTS Charter Hennessy and Ingalls Hip Line Media KCRW L.A. Art Exchange La Piñata Rentals Lofton Contracting Lowe’s MacMall Magic Concepts Naylor Paint Office Max Olympic U-Store Orchard Supply Hardware PD Rabbit Messenger Phillip’s Gardening Service Reclaimed Frames Quality Rubber Stamps Ralphs Reliable Printing Solutions Relyco Business Printing Renegade Flooring Riot Creative Imaging Santa Monica Eqpmt. Rental Santa Monica Hardware Santa Monica Mirror Santa Monica Place Bloomingdales Smart and Final Sir Speedy So. Cal Edison Staples Stokes Tire Pros Striker Media Group Superfast Printing Sweetman Freelance Tamburello Trader Joe’s U-Haul U-Line Visual Art Source Whole Foods Wine Expo

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CHARITIES AND OUTREACH ______________________________

Bergamot Station Arts Center is not simply Southern California’s most essential enclave of commercial art galleries and cultural entities. As we head toward our 20th anniversary this September 2014, we are reflecting on the lasting ways we have changed our community through rich and innovative arts and educational programs, strategic partnerships, community service and philanthropy. A quick survey of 20 galleries has revealed hundreds of ways our business community has positively impacted the culture of Santa Monica, Los Angeles and beyond. The complete list of efforts is exhaustive and illustrates a rigorous dedication to fostering positive ties with those in need by creating opportunities for engagement and by raising for important causes. Thousands of individual lives have been impacted, and millions of dollars in critical resources raised, through extensive outreach from the following sources: Bergamot Station’s 501 c(3)s Art Auctions/Fundraisers/Benefits Community Programs Community Service Our extensive event programming and outreach: - Provides opportunities for the public to engage directly with a diverse array of cultural experiences

and to learn about visual & performing arts regardless of their economic circumstances, physical challenges or educational background.

- Provides an informative and friendly environment for tourists to the city and to groups from schools, homes for at-risk-youth, and museums.

- Creates ties to schools and universities around the country, especially within the Santa Monica-Malibu District and promotes arts education in elementary and high schools by providing critical resources to underfunded arts programs.

- Fosters dialogue between artists and the community and face-to-face interaction with artists from around the world via artist talks, guest lectures, exhibition walk-throughs, book signings, and conferences in addition to our regular program of rotating exhibitions, all free and open to the public.

- Creates ties to cultural institutions by hosting museum groups from throughout the Greater Los Angeles Area and around the world.

- Creates partnerships with people within other creative industries important to the fabric of Santa Monica including the entertainment and music industries, the performing arts and literary communities.

- Provides an environment for international groups to celebrate and share their cultures during festivals.

- Provides dozens of local charities with artwork for annual fundraisers on an ongoing basis. COMMUNITY INVOLVEMENT AND COLLABORATIONS: Tenants regularly host benefits to raise funds & awareness for organizations that support: ANIMAL RESCUE; ARTS EDUCATION ; AT-RISK YOUTH; CHILDREN’S ISSUES; CURES FOR DISEASE; DISASTER RELIEF; ENVIRONMENTAL ISSUES; HEALTH CARE; POLITICAL CAMPAIGNS & CAUSES; PUBLIC RADIO; RELIGIOUS FREEDOM; VICTIMS OF DOMESTIC VIOLENCE; WOMEN’S ISSUES We also host benefits for individual artists in need, filmmakers, and the like.

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CHARITIES & NON-PROFITS HOSTED AT BERGAMOT FOR FUNDRAISERS: (These examples were drawn from 20 galleries and represent a partial list of organizations that have benefited from tenants’ efforts to raise funds and awareness.) A Window Between Worlds AAM Adopt & Arts/IFAW ACCU Action Kivu Andover Abbot Association of Southern California Afghan Arts Project AIDS Project Los Angeles AIEF Alzheimer’s Patients American Film Institute American Parkinson’s Association American Pavilion American Photographic Artists Aperture Foundation Art Division Los Angeles Art for Giving Artists for Trauma Art Photographers of America Ballona Wetlands Bice Bugatti Foundation Brownstein Gap Year Fellowship California Lawyers for Arts Cancer Community, Benjamin Center Chain Reaction Center for the Study of Political Graphics Children’s Hospital, Los Angeles Chrysallis Foundation Circle of Children Preschool, Santa Monica Clare Foundation Colorado College Crossroads School Cure CMD Congenital Muscular Dystrophy) Democratic Senate Campaign End Hunger Foundation Filmanthropy Focus on AIDS Folktacular Fox Diversity Program Franklin Elementary School Free Arts Clinic for Abused Children Friends of the Los Angeles River Fyn Stec Geena Davis Foundation Grammy Foundation/MusiCares Grant Elementary School Heal the Bay Healing Hands Healthy Child Healthy World Honey Love HOPE Art Auction (Shepard Fairey) Huckleberry Fund (at-risk-youth) Inner City Arts Instituto Terra, Rainforest Project Italian Institute of Culture Japan American Society K-9 Connection KAB KCRW Kids With Cameras Kiss - Temple Kehallat Women’s Group L.A. County Young Democrats L.A. Edge Festival Live to Tell - Program for victims of torture Lockwood Animal Rescue Los Angeles Ballet Fundraiser Los Angeles Opera Los Angeles Philharmonic Orchestra Los Angeles Review of Books Lucie Awards Make-a-Wish Foundation m.a.m.a. earth MOPLA (Moth of Photography Los Angeles) Motion Picture & Television Fund Mutt Scouts Nature of Wildworks NRDC Oaxacan Lending Library OPCC/Santa Monica Shelter OPICA Organic Resource Center Palestine/Israel Women’s Organizations Pregnancy Awareness Producers Guild of America Diversity Project Night Light PS 1 Santa Monica Qatar Foundation International Reboot - Reinventing Jewish Rituals and Traditions Return to Freedom Rosie’s Girls San Francisco Mime Troupe Santa Monica Boys and Girls Club Santa Monica Boy Scouts Santa Monica Film Festival Santa Monica & Malibu Education Foundation Santa Monicans for Safe Access to Marijuana Sheila Kuel Fundraisers SMCVB Social Media Week Spotlight Awards Standing Up for Kids / Ryan Bingham

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Step Up YogaFest Sustainable Works Ted X Women The Benjamin Center Cancer Community The Help Group The Museum of the Holocaust THINK, NO ACT Thrive Screenings TJ Martell Foundation Tree People Tsunami Relief UCLA Confucius Society Venice Arts Venice Family Clinic Violence Policy Center Viriginia Avenue Project Vista Del Mar Water Wells of Africa Westside Children’s Charity Westside Center for Independent Living Wildwood School Women Empowered Word Theater Writers in Treatment YWCA, Santa Monica Young Storytellers The Robert David Lazarus Pulmonary Rehabilitation Center, Cedars Sinai Peace Over Violence - Social Activism through Art Bergamot Station is home to several important 501C (3)s including: - City Garage Theater - Building Bridges Art Foundation - Frostig Collection - Santa Monica Museum of Art - The Sculpture Foundation These organizations provide valuable resources to the community through rich and diverse programming and community service on an ongoing basis. A FEW HIGHLIGHTS: ADC & BUILDING BRIDGES International Art Exchange enriches the lives of emerging and established local and international artists, curators, critics and the community in general, and benefits a large, diverse, multi-cultural and global community of artists and the wider communities from which they emerge. Their programs focus on International Art Exchanges with museums, cultural centers, other art organizations and foundations, artists in residency, traveling exhibitions, and workshops designed for children within the Los Angeles area.

FROSTIG COLLECTION is an ongoing series of artworks created by well-known artists to benefit children with learning disabilities, Asperger’s and high-functioning autism. Works by artists such as Lita Albuquerque, Charles Arnoldi, Gary Baseman, Larry Bell, David Buckingham, Chris Burden, William Eggleston, Frank Gehry, Robert Graham, Ken Price, Alison Saar and many others of the same caliber, are sold to benefit desperately underfunded public health programs.

THE SCULPTURE FOUNDATION is a charitable and educational organization dedicated to providing exhibitions and contemporary landmark public artworks for communities worldwide. In addition to engaging communities through the placement and loan of public art, the foundation acts as a resource for underfunded education programs and people with disabilities by proving resources needed to launch community-wide activities and by providing educators with free materials and lessen plans which pique children’s interest in exploring three dimensional expression. The Foundation and affiliates also focus on curricula for physically challenged art viewers such as the blind community.

SANTA MONICA MUSEUM OF ART is home to some of our most notable and award-winning education programs including Wall Works, a public art program that has served approximately 7,000 students and teachers, 50 schools, 5 school districts and 21 artists since 2002. ARTransmissions, a poster-distribution program which has served 700 classrooms and approximately 13,000 students within the Santa Monica-

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Malibu and Los Angeles Unified School Districts, private and home schools, and youth groups, each semester since 2008. Park Studio provides students opportunities to partake in workshops with renowned Los Angeles Artists and to have their art work exhibited alongside the museum’s major summer exhibitions. Cause for Creativity, creates partnerships within the community with organizations such as Tree People, TOMS Shoes, and Ocean Park Community Center for homeless women and families.

Bergamot Station is also home TO WRITER’S BOOT CAMP, a cultural and educational destination, celebrating its 25th anniversary this year. The largest event space on the complex includes a 2000 sq. ft. theater for up to 200 seated guests and has attracted tens of thousands of visitors to Santa Monica and the Bergamot Station community—creative artists, A-List actors, writers, filmmakers and executives. Bergamot Theater at Writers Boot Camp is home to a unique collaboration of dynamic entertainment forums, wide-ranging theatrical performances and events, and numerous philanthropic causes. WBC is the venue for many of Bergamot Station’s fundraisers, including most recently, the most successful among several benefits to Save Chain Reaction, which cumulatively raised $100,000. for the Santa Monica Arts Foundation. In addition, Writer’s Boot Camp is often the venue for events hosted by the Santa Monica Museum of Art and is donated, free of charge. Some of these events have included: Cause for Creativity - Create Your Own TOMS Shoes; An Evening With Patti Smith; Cause for Creativity - Earth, Water and Color; Furoshiki Food Drive and Workshop and many more.

Rosie’s Girls is a three week summer day camp for girls entering 6th‐8th grades that encourages participants to develop and strengthen their capacities and confidence and helps them expand their perception of the range of educational and career options that are attainable in an atmosphere that is fun, supportive and positive. Using Bergamot Station the Rosie’s Girls are able to hold their culminating exhibition in the courtyard at the complex This is also an opportunity for the girls to display their work in the G Building Hallway for the weeks after the culmination event.Bergamot Station has donated their courtyard and hallway exhibition space to Rosie’s Girls every summer since 2005.   A GLANCE AT A FEW OF OUR FUNDRAISING EFFORTS: Democratic Senate Campaign Fundraiser Help Bring the Senate Back Friday, October 15, 2004 (5:30 - 7:30 PM) Reception with Governor Howard Dean, Senator Jon S. Corzine, Senator Debbie Stabenow, Senator Barbara Boxer, Barack Obama, Senator Hillary Rodham Clinton and a performance by Red Hot Chili Peppers! This event helped raise funds to take back the Senate. Venice Art Walk Auction May 20, 2006 The 27th Anniversary of the Venice Family Clinic’s Venice Art Walk & Auction Event was held at Bergamot Station Arts Center with the help of Robert Berman Gallery, Berman/Turner Gallery & Track 16. This event is one of Southern California’s most popular contemporary art events and net over $600,000 to provide medical care to over 22,000 children and adults in the community. Program for Torture Victims 2nd Annual Benefit Event – “Live to Tell” October 15, 2006 (1 – 4PM) Bergamot Station/William Turner Gallery donated space to the charity which successfully raised $25,000.   Clare Foundation Sunday June 3, 2007; June 1, 2008 & June 7, 2009 CLARE Foundation is a nonprofit organization that provides alcohol and drug recovery services. The event features a silent auction, a group art sale, a chance drawing with unique prizes, talented street musicians, and delicious food from celebrated local restaurants.

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OPCC / Daybreak 20th Anniversary Benefit

Santa Monica Museum of Art - June 22, 2009

Daybreak Resource Board hosted an afternoon including music by the Sam Graham Trio and a raffle drawing.  Over $42,000 was raised. 

Benefit to Save Chain Reaction Part I Robert Berman Gallery - August 2013 Musical performances, food trucks, an art exhibition of material related to Paul Conrad’s legacy and sculpture, Chain Reaction, located in downtown Santa Monica. This benefit raised nearly $10,000 for the Santa Monica Arts Foundation for the restoration and preservation of Chain Reaction. Benefit to Save Chain Reaction Part II Writer’s Boot Camp - January 2014 An evening hosted by Robert Scheer, Harry Shearer and Robert Berman to benefit the efforts to save Paul Conrad’s sculpture in downtown Santa Monica included an art auction and a concert by the local group, VENICE accompanied by world renowned studio musicians. The event successfully put fundraising efforts over the $100,000 goal and will help the Santa Monica Arts Foundation restore and preserve an important anti-nuclear peace monument and critical piece of public art. Venice Family Clinic Surf + Skate Auction Robert Berman Gallery 2013, 2014 Silent auction featuring custom surfboards and skate decks designed by professional surfers, skateboarders and artists with a musical performance by The King’s English. All proceeds benefited the Venice Family Clinic, a local organization that provides free, quality health care to people in need. SCHOOLS AND EDUCATIONAL GROUPS: In addition to hosting fundraisers that benefit charitable organizations, the galleries and cultural businesses at the complex have an open door policy that welcomes students from all of the country to experience rotating exhibitions of art. We provide supporting materials, helpful commentary and walk-throughs with students led by members of our staffs, all free of charge. Local highschools, colleges, universities and after-school programs regularly send students studying art, art history and beyond to our galleries to complete individual assignments and they often visit on field trips. The educators and students benefit from ease of access to a variety of art forms housed in one convenient location that doesn’t charge admission. In addition, many of our galleries, cultural businesses and non-profits regularly hire student interns from Schools within the Los Angeles Unified School and Santa Monica Malibu School District and help train and prepare them for careers in the arts. A short list of the local and regional schools whose students and teachers regularly utilize our spaces includes: Archer School for Girls; Art Center School of Design; Brentwood School; Cal Arts; Cal State Northridge; Cerritos College; Circle of Children Preschool; Crossroads; Franklin Elementary School; Fullerton College; Harvard-Westlake Highschool; HOLA; Homeschools; International German School; Grant Elementary School; Julia Dean Photography; Los Angeles Unified School District (all schools); LA Art Institute; Layola Marymount; Lycée Francaise; Marquette University; Mills College; Otis College; PS 1 Santa Monica; Rosewood Elementary; Santa Monica College; Santa Monica Malibu School District (all schools); Scripps College; St, Monica’s; UCLA; USC; Venice Arts; Venice High School; Washington University; Wildwood School; Windward School A few examples of groups who regularly visit the complex for arts related educational events, walk-throughs and lectures and who host events in our spaces: Andover Abbot Association of Southern California; Decorative Art and Design Council, LACMA; Friends of Contemporary Ceramics; Getty Conservation Institute; Getty Research Institute; Glass Alliance of Los Angeles; Haggerty Museum, Wisconsin, Board of Directors; Modern and Contemporary Art Council, Los

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Angeles; Museum of Arts and Design, New York; Oakland Museum of Art; Photographic Arts Council, Getty; Photographic Arts Council, LACMA; Santa Monica Film Festival; Smith College Club of Los Angeles; Rijksmuseum, Amsterdam, Board of Directors; TedX; Yale Club of Los Angeles ART PROGRAMMING - ART TALKS, SYMPOSIUMS AND PUBLIC EVENTS: In addition to educational programs for students and school groups, Bergamot Station hosts vibrant community events featuring renowned guest speakers, authors, artists, performers and more. On a weekly basis, our doors are open for free events that engage all members of the community in arts related discussions, political debate, entertainment and educational possibilities. The list of cultural events hosted at Bergamot Station over the past 20 years is exhaustive and impressive. A short sample of events: Book signing and artist talk with Mike Kelly Book signing and artist talk with Mary Waronov Book signing and artist talk with Richard Hertz Los Angeles Review of Books: Discussion with Robert Flick and David Ulin Pacific Palisades Democratic Club - A Discussion with California’s Insurance Commissioner Peter Clothier - One Hour/One Painting: Looking at Art as Meditation Westside Center for Independent Living with Father Greg Boyle Live Talks LA: 2012 Guests - Salmon Rushdie; Marissa Pessl; Jamie Lee Curtis Live Talks LA: 2014 Guests - Daniel Baloud, Will Self, Suzanne Goin, Gary Steyngart, PJ O’Rourke, Misty Copland An Evening with Neil Young An Evening with Erwin Chemerinsky to discuss recent Supreme Court Decisions Discussion with Hunter Drohojoska Philp in Conjunction with Pacific Standard Time Art Photographers of America Panel - What is Fine Art? Art Photographers of America Panel - The Business of Art Book signing for Yangzom Brauen’s “Across Many Mountains” The Los Angeles Swiss Mixer Celebration for Los Angeles Opera’s performance of Wagner’s Ring Cycle An evening of dramatic reading by Johanne Todd of Women Speak, Other Voices Poetry reading by students of Open Voice Workshop Poetry reading by award winning British poet Pauline Hughes

ScopeofDevelopment______________________________

According to the RFP issued by the City of Santa Monica: Bergamot Station Arts Center is a vibrant hub of creative arts and cultural activity, recognized for its core group of world-renowned art galleries and for its important role in supporting Santa Monica’s creative economy. The production of the Exposition Light Rail is creating a unique opportunity for an iconic transit-adjacent, urban filled gateway development that will further elevate the role and status of the Site in supporting arts in the region. Preferred Concept Plan Balances the City’s 3 primary goals for the site: 1. To maintain the site as a WORLD CLASS FINE ARTS DESTINATION and provide affordable space for

arts uses 2. To provide a mix of uses and site design that is COMPATIBLE and COMPLIMENTARY with the arts

center, AND WHICH CAN THRIVE IN THE EXPOSITION ADJACENT LOCATION 3. To produce GROUND LEASE PAYMENTS THAT THE SITE WILL GENERATE FOR THE CITY On March 20, 2012, the Santa Monica City Council endorsed 8 goals for Bergamot Station:

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1. 75,000 feet of “affordable” arts related space (equivalent to current space usage) with emphasis on retaining current Bergamot Tenants.

2. Open space, infrastructure and other amenities to support the public access to the rail station, while improving the environment and functionality of the site. Example: Building upgrades, network of flexible open space to accommodate outdoor events, bike parking, etc.

3. Maximize preservation of existing buildings, where feasible. Retaining the character is very important to the community and the city.

4. Development should incorporate additional uses that help support the Site as Cultural Destination, but also include evening/weekend activation that help generate revenue for the development - like HOTEL, RESTAURANTS/BARS, SHARE COMMUNITY MEETING ROOM/PERFORMANCE SPACE. THIS COULD ALSO INCLUDE CREATIVE OFFICE AND CULTURAL USES THAT WILL MAXIMIZE MARKET OPPORTUNITIES AND CREATE A VIBRANT DEVELOPMENT.

5. PARKING “RATIONS OF 2.0 per 1,000 square feet of commercial e.g. galleries, retail, creative office, restaurants and .08 for hotel room use.

6. GROUND LEASE PAYMENTS FOR THE CITY. LEASES AT FAIR MARKET VALUES. 7. EXCEPTIONAL ARCHITECTURE 8. DEVELOPMENT MUST EXEMPLIFY CONCEPTS IN THE BERGAMOT AREA PLAN PROCESS. LAND USE AND DEVELOPMENT STANDARDS In order to inspire creativity and imagination, this RFP intentionally does not specify a detailed list of required uses. IT IS CRITICAL THAT THE DEVELOPMENT ENSURE THE ONGOING OPERATION OF THE SITE AS A WORLD-CLASS ARTS CENTER WITH COMPLIMENTARY SUPPORTING USES.

Development‐Construction

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ISSUES: - Busness Viability, esp. parking and access - Rent reductions / compensations for loss of business - Phased / Reduced construction

Long‐termSecurity______________________________

ISSUES: - Possibility of long-term leases - Rent stability - Ability to plan exhibitions, etc. during construction Given the City’s stated objectives on preserving and building upon the incredibly successful and unique cultural resource that Bergamot Station has become, it is essential to protect the viability of the wonderful, cherished and fragile ecosystem that has thrived for 20 years against all odds and continues to do so.

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WhatpeoplesaidaboutBergamotStationwhenitopened,whattheysaytoday.____________________________________________________________

THENThe Outlook - September 17, 1994 Marlene Donohue Well, like the king’s first heir, the long awaited debut of the Bergamot Station arts complex arrived while all of Santa Monica waited with baited breath. And to everyone’s delight, Bergamot Station looks to be a resounding winner. On hand to celebrate the official arrival of the arts center that folks are saying will breathe new life into an art world suffering from the last throes of anemia were the art smart and the just curious from Santa Monica and all over L.A. The atmosphere was heady and contagious with art’s personalities from all over L.A. stopping in to look but mainly to wish well, a fact that (along with exceptional names in dealing art) underscores perhaps the most striking feature of the Bergamot complex: camaraderie. Another expatriate from the eastern haunts of Melrose Boulevard is Craig Krull, known for showing excellent photo-based mixed media art. “Where else can you get spaces built by people who are knowledgeable about the needs of artists and dealers for half the price of spaces anywhere else in this city?” New York Times - Real Estate Sunday - October 22, 1995 Verne G. Kopytoff As a landlord, Santa Monica is foregoing the more lucrative profits of manufacturing in exchange for more culture-friendly….”We don’t have a quick cash mentality” said John Jalili, Santa Monica’s City Manager. “It’s not just the direct leases from property, its the money visitors to our city spend here on restaurants. We don’t mind if people enrich local businesses while they enrich themselves.” City officials say the monthly lease Mr. Blank pays them does not make the center much of a money maker. But then again officials say profit was never a motive, their goal was to break even, help local businesses and create a cultural jewel for all to enjoy. “The City Council declared Santa Monica an art-friendly community,” Mr. Jalili, the City Manager, said “and this has emerged as a major arts destination, which is entirely consistent with our desire to make Santa Monica a center for the arts.” New York Times - Architecture Review - Sunday March 24, 1995 Herbert Muschamp Art here has done more than revitalize older neighborhoods it has also stood for the idea that imagination, not progress, is what brings cities to life. This, I think, is one reason the crowds are turning out here…They come to soak up art as a metaphor for the mind’s inexhaustible resources. The architecture works on this metaphoric level too. The sheds are machine age relics, tarnished souvenirs of the modern city and the idea of progress that fueled it. Inside, the city’s creativity is liberated from that idea. Los Angeles Times - September 14, 1994 Suzanne Muchnic

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Bergamot Station is a unique opportunity according to Ernie Wolfe, a dealer of African art…”in terms of the evolution of art complexes - one stop shopping - this is the most highly evolved example of the form.”

“What’s good about it is that it doesn’t have the look of a mall,” Patricia Faure said. “It’s industrial and more serious.” Los Angeles Times - Editorials of the Times - Sunday September 3, 1995 Now a little less than a year after the center’s opening the City is generating revenue through rent and taxes and neighborhood businesses are benefitting from crowds attracted to the area. By redeveloping the area a mixed group of public, private and art interests are transforming what used to be an ugly industrial section of a grim neighborhood into an unpretentious but dignified cultural space of 7 acres. With ample parking and easy access, Bergamot Station provides a place where people can stroll through the nearly 20 art galleries and shops and dine at a cafe. Collectors and browsers have responded in great numbers. The opening celebration last September brought out 20,000 and on every weekend since then Bergamot has been packed with visitors. Los Angeles Times - August 20, 1995 Roy Chung We’re seeing more people on a Tuesday afternoon than we would be seeing in a week at our old gallery. It had come to the point where we were at a stand-still as far as foot traffic. “We’re definitely seeing new people,” he said, “we’re meeting a lot of old friends but what’s good for us is we’re seeing students coming in, elderly people coming in, we’re hearing every language you can think of. It’s great to be this busy.” - Etan Boritzer of Boritzer/Grey/Hamano Galleries “It’s a must see on any international person’s itinerary.” Krull’s comments are borne out from recent visits by curators from New York’s Museum of Modern Art and the Whitney Museum as well as numerous other international and European art venues. Patricia Correia of the Patricia Correia Gallery formerly on Abbott Kinney Boulevard in Venice says she has made the move to Bergamot because she had as much faith in (Wayne) Blank’s ideas as he did. “The way we expose art in general has to change; we need a bigger vision” she says, adding that she liked the concept of coming together to form an art center…. “I think this betters the quality of life. There is validity in what art means to the community as a whole.” Peter Fetterman who moved to Bergamot from a bungalow in Santa Monica…says he also loved the space and thought that Bergamot Station looked like “a special place.” “I realized a lot of potential in (Wayne) Blank’s vision and I got caught up in his energy and excitement” Fetterman says. “You learn in this business to read situations and know what’s real and what’s not. There was an energy there that I haven’t seen in Los Angeles for awhile, sort of like the Left Bank of Paris.” Outlook - August 5, 1994 “As an artist you are aware of the fact that art is a luxury for some people. “When a gallery goes down, so do all of the artists” said Patricia Correia whose gallery will display contemporary paintings and sculpture. “I think the art scene as a whole is going to change (Bergamot Station) will create an eventful feeling and bring all that energy back.” Sarah Thiessen Commenting on the project (Tom) Patchett noted “We are confident that Bergamot Station will become a thriving and diversified new “City of Art” with a widespread public appeal. Most of all we look forward to creating a special atmosphere where artistry will always be encouraged, appreciated and showcased.

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We are deeply grateful to the City of Santa Monica for sharing our vision concerning this project and for playing such a crucial role in making our dream a reality. We hope to validate the support we have received by making Bergamot Station a memorable, rewarding and highly unique new visitor destination, which exemplifies Santa Monica’s longstanding dedication to the arts. - Wayne Blank, Founder of Bergamot Station

"As an art critic writing for a national magazine based in NYC, I go first to Bergamot Station when I come to LA. That's because it has a specific concentration of galleries, making it an exciting and rewarding venue." "Bergamot is the authentic heart of art in Santa Monica and neighboring communities. It congregates all ages, races and socioeconomic levels - uniting everyone in a passion for art." "Bergamot is a one-of-a kind space, allowing for free and easy access to a plethora of excellent galleries. It is one of the reasons LA is currently surpassing NYC as a major art scene." "Bergamot Station is a jewel in the crown of Santa Monica. Please don't try to fix what isn’t broken. It is currently a great community space and is a magnet for youth." "Bergamot is an unpretentious arts complex that projects a feeling of openness. A place one can "drop into," browse artwork, relax over a coffee or sandwich. No west side snootiness." "As curator and associate director of the Scottsdale Art Museum, I strongly urge you to support this unique and important part of the contemporary art infrastructure of the LA region. Given the tremendous role that Santa Monica and Venice played in the development of art in Southern California, do you really want to surrender this vibrant artistic legacy and lose the city of Santa Monica's place in this major part of the region's creative history?" "When I was a Getty Scholar it was a blessed unique place in a city of blandness. Please save it!" "Bergamot Station is the kind of grass roots, arts centered, user friendly and unpretentious city districts that enhances Santa Monica's uniqueness. Please let it be itself!" "Bergamot Station is unique and one of the very few places in the US where the art galleries are all connected. This is what urban planners are always pretending to strive for - a sense of community, culture and art connected where pedestrians can walk from gallery to gallery. Please do not change what already works." "I'd like you to know that Bergamot Station has a profile that reaches way beyond Santa Monica. It is a complex that is the envy of so many artists, arts businesses and arts lovers in cities all around the world. Here in Melbourne, Australia, though we have a thriving arts world, we have nothing like Bergamot Station as an artist and tourist destination. Bergamot Station is a rare gem!" "As a long time Santa Monica resident who contributed to the creation of the Santa Monica Arts commission and served as one of its original commissioners, I strongly urge the City of Santa Monica to preserve Bergamot Station as the unique resource that it is. Overdevelopment will destroy the beloved character of this very special place." (Sarah Tamor) "As a community mental health specialist I can attest to the positive impact that the arts

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community has on any given environment. Creativity, diversity, inclusion, awareness, consciousness- raising, and beauty are only a few of the benefits of an active, vibrant arts community. Developments of commercial buildings are just that, they can be built anywhere ... But a legacy with a history can never be replicated. Please know that Bergamot Station is much more than the sum of its parts." "Bergamot Station is one of the few reasons I venture so far west from Pasadena. It is an oasis of unmolested historic buildings in a sea of indifferent sprawl, and it must be preserved."

Exclusive Negotiating Agreement between City of Santa Monica and Worthe Real Estate Group

Exhibit B – Performance Schedule

Year Bergamot SM Pier Olympic Area Colorado Avenue Montana Ave Citywide2014 13,633,600$      55,314,400$     82,137,500$       90,283,800$               105,810,400$     3,135,187,400$     2013 13,744,600$      42,809,100$     78,089,400$       99,613,700$               103,182,900$     3,060,354,100$     2012 12,218,500$      37,928,400$     75,913,000$       103,577,200$             100,066,900$     2,960,560,600$     2011 10,280,700$      34,208,600$     86,004,400$       95,696,600$               96,046,700$        2,864,465,400$     2010 10,513,100$      34,351,200$     72,539,300$       90,059,400$               92,755,700$        2,542,342,000$     2009 10,847,400$      30,642,700$     68,859,100$       89,610,900$               93,804,800$        2,411,764,900$     2008 14,979,300$      31,513,000$     72,670,500$       112,387,100$             110,534,000$     2,761,019,000$     2007 18,121,400$      28,492,900$     55,723,800$       161,560,700$             120,198,100$     2,937,982,800$     2006 15,597,900$      26,849,800$     55,631,900$       171,379,000$             115,988,100$     2,948,598,000$     2005 16,320,800$      14,070,700$     53,005,500$       164,340,600$             112,267,800$     2,784,712,200$     

Percentage Change:  2014 vs. 2005 ‐16.46% 293.12% 54.96% ‐45.06% ‐5.75% 12.59%

Total Business Count 43 48 78 143 233 5727

 GROSS TAXABLE SALES (2005 ‐ 2014):  BERGAMOT + OTHER SANTA MONICA BUSINESS DISTRICTS

Source:  HDL Companies ‐ City of Santa Monica Sales Tax Revenues by Geographic Area (Adjusted for Economic Data), 4th Qtr 2014 .  Please note that data above lists the gross taxable sales generated in each district.  The City of SM receives 1% of this amount as direct sales tax revenue.

2014201320122011201020092008200720062005Bergamot $13,633,600$13,744,600$12,218,500$10,280,700$10,513,100$10,847,400$14,979,300$18,121,400$15,597,900$16,320,800SM Pier $55,314,400$42,809,100$37,928,400$34,208,600$34,351,200$30,642,700$31,513,000$28,492,900$26,849,800$14,070,700

Olympic Area $82,137,500$78,089,400$75,913,000$86,004,400$72,539,300$68,859,100$72,670,500$55,723,800$55,631,900$53,005,500

Colorado Avenue $90,283,800$99,613,700$103,577,20$95,696,600$90,059,400$89,610,900$112,387,10$161,560,70$171,379,00$164,340,60Montana Ave $105,810,40$103,182,90$100,066,90$96,046,700$92,755,700$93,804,800$110,534,00$120,198,10$115,988,10$112,267,80

 $‐

 $20,000,000

 $40,000,000

 $60,000,000

 $80,000,000

 $100,000,000

 $120,000,000

 $140,000,000

 $160,000,000

 $180,000,000

Total Taxable Sales Gen

erated

 (ann

ually)

Taxable Sales by District:  2005 ‐ 2014