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sr-022812-8bCity Council a r City of Santa Monica City Council Meeting: February 28, 2012 Agenda Item: 6-1, ED To: Mayor and City Council From: Andy Agle, Director of Housing and Economic Development Subject: Pier Board Appointment, Budget, Bylaws, Agreement, and Guidelines Recommended Action Staff recommends that the City Council: 1. Approve the Pier Restoration Corporation (PRC) Third Amended and Restated Bylaws; 2. Approve the Amended and Restated Services Agreement; 3. Approve modifications to the Pier Leasing Guidelines; 4. Appoint members to the new Interim Pier Board and dissolve the existing PRC Board; 5. Approve the PRC FY 2011/12 Budget; and, 6. Refer the Work Plan to the new interim Pier Board for modification. Executive Summary The restructuring of the Pier governance and management functions were considered by Council on November 22, 2011. On December 6, 2011, Council authorized opening the application process for interested persons to apply for the new seven - member interim Pier board to replace the current PRC board. Staff recommends approval of revisions to the PRC's governing documents and Pier Leasing Guidelines to reflect the new mission of the successor to the PRC, including the transfer of responsibility for approving new Pier leases and licenses from the PRC to the Council. Staff also recommends Council approve the PRC's 2011/12 Budget but refer its 2011/12 Work Plan to the new interim board for modification. The interim board would serve for a two -year term and oversee the PRC programs and functions described in the Amended and Restated Services Agreement (Attachment E- 1) including marketing, producing community events, coordinating private special events, sampling /display promotions, filming, fundraising, sponsorships, trademark licensing, community outreach, and monitoring of street performers. In addition, the interim board would partner with the City in the Pier master planning process, as well as recommend policy guidelines for leasing, marketing, events, and sponsorship, for Council's review and approval. The interim board would also provide an assessment of the revised management and operational structure, and recommend modifications, if 1 needed. The interim board would be tasked with recommending a new name for the organization to better reflect its new array of responsibilities. Background The City, with the cooperation of the PRC, prepared a study evaluating the governance and management of the Santa Monica Pier in order to identify opportunities to maximize organizational and budgetary effectiveness and lay the ground work for the upcoming Pier master planning effort. The study identified a need for the City to take a stronger role in the management of the Pier as well as improve leasing practices. In addition, the study recommended changes to the PRC including modifying the PRC Board's size and composition to enhance decision - making while broadening representation, as well as renaming and refocusing the PRC from an organization whose original mission was to 'restore' the Pier to an organization with a renewed focus on marketing, promotions and the production of community events. The renamed non - profit corporation would also help facilitate public participation as part of the upcoming Pier Master Planning efforts and other Pier policy matters for Council's consideration within a two -year timeframe. Council directed staff to implement changes recommended in the Pier Governance and Management Study at its November 22, 2011 meeting and on December 6, 2011, Council adopted eligibility criteria for the interim Pier board membership and directed staff to publish notices seeking applicants to the board. Discussion Interim Board Appointments The City Council established a January 17, 2012 deadline for applications to fill the available seven seats of the new interim Pier board. The notice inviting applications was published in a local newspaper and posted to City and newspaper websites. In addition staff requested that the Santa Monica Convention and Visitors Bureau (CVB), Chamber of Commerce (Chamber) and Santa Monica Pier Lessee Association (PLA) recommend candidates. 2 To assist Council in the evaluation of the candidates for the interim board, staff from the City Manager's Office, Office of Pier Management, and Housing and Economic Development reviewed applications and conducted interviews with all 21 of the applicants. Attachment A provides the applications and Attachment B provides staff's recommendations on filling the board, as well as the recommendations of the CVB, Chamber, and PLA. PRC Bylaws Modification Proposed changes to the PRC Bylaws, as shown in Attachment C -1, are in accordance with Council's direction to adjust the number of PRC board members from eleven to seven and reduce the term of service from four years to two years. Another proposed change reduces noticing requirements from ten days to three days before each board meeting for consistency with other board and committee practices and the Brown Act. The PRC board approved the Bylaws modification at its January 11, 2012, meeting with a recommendation that language be added providing that following the expiration of the two -year term, PRC board members "shall continue on a month -to -month basis at the City Council's direction." Staff accepted and has incorporated this addition into the proposed Bylaws. Pier Leasing Guideline Modification The proposed Pier Leasing Guidelines (Attachment D -1) involve modifications to the tenant recruitment, selection and lease approval processes. Recruitment: While the recruitment of potential tenants would include public noticing, the proposed Guidelines remove the requirement to issue a formal Request for Proposal; instead, the City would endeavor to recruit tenants with practices more typical of commercial leasing including the utilization of commercial brokers and other real estate professionals. 3 Review: The proposed Leasing Guidelines modify the process for reviewing and selecting tenants. Under the current guidelines, prospective tenants are initially evaluated by a review team comprised of City staff and the Executive Director of the PRC. The proposed Leasing Guidelines modify the composition of the review team to include staff from the City's Economic Development Division and Office of Pier Management with representatives from other City Departments, and may include representatives of local organizations and consultants as appropriate. Lease Approvals: The current Guidelines call for the review team to report its evaluation of potential tenants to the PRC's leasing committee and the PRC board for input and authorization to enter into exclusive negotiations with the preferred tenant. Currently, after a lease is negotiated by staff, with assistance from the City Attorney's Office, City staff submits the lease to the PRC's leasing committee and then the PRC board for review of consistency with the Leasing Guidelines and the PRC authorization. With recommendation by the PRC, the lease is transmitted to the City Manager for execution. The PRC leasing decisions are not appealable to Council. The Pier Governance Study, reviewed by Council on November 22, 2011 recommended that the leasing process be more streamlined and efficient and that leasing become a City responsibility. Under the proposed Leasing Guidelines, the approvals of leases and licenses would be transferred from the PRC to the Council, and the process for recruiting, evaluating, and negotiating leases would be simplified. Public involvement in the future of Pier leases, however, is preserved. Under the proposed Amended and Restated Services Agreement, the interim Pier board would be charged with developing new and updated Leasing Guidelines for Council's approval. The PRC reviewed and approved the proposed guidelines at its meeting on January 11, 2012, with minor changes to Section XVI which have been accepted by staff and incorporated into the guidelines. 12 Amended and Restated Service Agreement An amendment to the current Services Agreement is needed to reflect changes called for in the Pier Governance Study. The proposed Amended and Restated Services Agreement delegates to the PRC responsibility to administer its core activities including the production of community programing, marketing, fundraising, oversight of filming and special events management, booking of parties in the Carousel, and monitoring street performers, all of which are current activities of the PRC. In response to Council direction at its meetings of November 22 and December 6, 2011, the Amended and Restated Services Agreement removes leasing responsibility from the PRC and focuses the board's planning and policy work during the two -year term on developing a vision policy for the Pier, working with the City to facilitate public participation in the development of a Pier Master Plan, and recommending guidelines for marketing, events, sponsorships, and property leasing for Council's approval. During the term of the Agreement, the board is also asked to evaluate the Pier governance structure and recommend additional changes, as warranted. Other modifications to the Services Agreement include • Clarification of reporting requirements to improve transparency and allow the Office of Pier Management to better monitor and evaluate the PRC's performance (Sections 4, 7, and 9). • Replacement of Section 9.4 which previously required the PRC to pay the City 25 percent of marketing and sponsorship revenues it received in excess of $100,000. The revised language eliminates this requirement and instead gives the City and PRC the ability to mutually agree on the application of any excess operational revenues generated by the PRC at the end of each fiscal year. The request to eliminate the City's share in marketing and sponsorship revenues in favor of new language was made by the PRC and accepted by staff. • Clarification on the types of PRC - produced events that are eligible for certain rental fee waivers (Section 7.3 B). • Clarification of parking for PRC business invitees by providing the PRC with 350 hours of validated parking. PRC employees would be provided parking in lots designated by the City at no cost to the PRC (Section 10.3). • Updates to insurance requirements (Section 11.2). 5 The City's roles and responsibilities will include Pier infrastructure, maintenance, custodial, parking, tenant selection, lease approvals and tenant /property management. Coordination of City functions will be overseen by the newly created Office of Pier Management. The term of the proposed Amended and Restated Services Agreement is two years. Staff will provide Council with an assessment of the new structure and operations at 12 and 18 month intervals following the appointment of the new interim Board. The PRC board reviewed the Amended and Restated Services Agreement at its meeting on January 11, 2012, and tabled the Agreement as presented in Attachment E -1. Instead, the PRC approved a motion that asked City staff to work with the PRC staff to develop a Services Agreement with only the narrow and limited alterations needed to implement the changes in leasing responsibilities and recommended that all other proposed changes be presented to the new Board. Staff believes the Amended and Restated Services Agreement, as proposed, is consistent with Council's direction on the PRC's modified roles and responsibilities, and also clarifies reporting requirements, participation in excess revenues and parking, as well as incorporating the City's most up -to -date insurance requirements. PRC Budget FY 2011/12 Under the terms of the current and proposed Services Agreement, the PRC is required to present to Council for its review and approval an annual budget and work plan describing the activities it intends to undertake in the coming year. The PRC reviewed and approved the FY 2011112 budget at its meeting on May 4, 2011. The PRC's FY 2011/12 budget (Attachment F) represents an overall five percent increase from the previous year's budget with anticipated revenues of $1,098,586. Budgeted revenues include City's base grant funding of $501,086 as well as $597,500 anticipated to be generated from event sponsorships, promotions, filming, special event 0 deck rental, and Carousel bookings. The base grant from the City was nearly unchanged from the previous year, increasing by only $6,186, or one percent. Revenue from non -City sources is expected to increase by $48,500, or nine percent over the previous year as a result of anticipated increases primarily from promotions (product sampling, displays), as well as event sponsorship for Twilight Dance Series, Carousel bookings and special event Pier deck rental. The PRC's expenditures are organized differently from the previous year's budget, making a direct comparison by categories other than total expenditure difficult. The total anticipated expenditure for FY 2011/12 is $1,098,140 and is comprised of $989,744 in operations, administration, salaries, marketing, events, and professional services. The budget also includes $108,396.83 in special one -time expenses including communications upgrade, special research projects and repayment of past due funds for City services. Total expenditures are anticipated to increase by five percent from the previous year. The PRC anticipates a surplus for FY 2011/12 of $445.42 that will be placed in the PRC's reserve fund. Work Plan FY 2011/12 The Work Plan for FY 2011/12 (Attachment G) describes the activities the PRC would provide in coordination with the City during the upcoming fiscal year and was approved by the PRC board on December 7, 2011. The PRC efforts under the proposed Services Agreement include marketing, sponsorship, community event production, special event management, filming, street performer monitoring, community outreach and education. The Work Plan specifically discusses planning functions to include assisting the City with the development of a new Pier Master Plan to be initiated by the City this year, and the development of new Pier Leasing Guidelines for Council's approval. Not specifically mentioned in the Work Plan, though a PRC responsibility under the proposed Amended and Restated Services Agreement, are developing guidelines for Marketing, Events, and Sponsorship for Council's approval. rl Other Work Plan initiatives include utilizing technology and social media applications including development of an "app" for visitors to access Pier information. The PRC intends to conduct quarterly pedestrian counts and intercept surveys to help gauge and improve the visitor experience. Development of a way- finding signage program is also identified as a priority for the PRC. The Work Plan mentions marketing efforts, community partnerships, fundraising, and event production. Not mentioned in the PRC's 2011/12 Work Plan are some of the specific tasks to be delegated to the PRC under the reorganization including the formation of a special committee to help fundraise and oversee the Twilight Dance Series, renaming the organization, and other policy and program responsibilities. A new concept referenced in the Work Plan is investigation by the PRC of a Pier Museum /Carousel Gift Shop and Visitor Center to be operated by the PRC from a space in the Carousel building presently occupied by a gift shop. The PRC board approved this concept at its board meeting January 11, 2012. Implementation of this program would require the PRC and Council approval following review of a business plan and feasibility analysis. Given the number of modifications needed to bring the FY 2011/12 Work Plan into conformance with the priorities established by Council during its discussions of the Pier Governance Study, staff recommends that the Work Plan be referred to the new board for the necessary adjustments. 0 Financial Impacts & Budget Actions There is no immediate budget /financial impact to the policy decisions. Approval of the work plan and budget for FY 2011/12 has no additional budget or financial impact on the City. Funds in the amount of $501,086 have been allocated in Account No. 30626.577300 for the PRC as part of the City's adopted 2011/12 budget. Prepared by: Elana Buegoff, Sr. Development Analyst Forwarded to Council: Andy Agle, Direct or Rod Gould Housing and Economic- evelopment City Manager Attachments: A. Pier Board Applications B. Recommendations regarding Pier Board Appointments C -1. Proposed PRC Third Amended and Restated Bylaws C -2. Redlined Proposed PRC Third Amended and Restated Bylaws D -1. Proposed Pier Leasing Guidelines D -2. Redlined Proposed Pier Leasing Guidelines E -1. Proposed Amended and Restated Services Agreement E -2. Redlined Proposed Amended and Restated Services Agreement F. PRC 2011/12 Budget G. PRC 2011/12 Work Plan E City of Santa Monica - Pier Restoration Corporation Applicants '4lttachmant A_ Page 1 of 1 AOVAHCEO SEARCH I SRE M"Jekkei8l Nome ( neoedmonte j iC v CI1g I see rd Co sons 1 play RestorAllon C- rporAtion Pier Restoration Corporation Applicants This information was updated on 1/26/2012 City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 - (310) 458-8411 - TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Policy I Accessibility Policy I Contact Us CURRENT APPLICANT APPLICATION DATE Misti Kerns 1/15/2012 Eric Carl Faber 1/1712012 Barry A. Snell 1/1712012 Rhoda Weiss, Ph.D. 1/13/2012 David Newberg 1/17/2012 Rebecca Echevarria 1/13/2012 Barbara Jean Stinchfield 1/16/2012 Glenn Cooper 1/1712012 Susan E. McCarthy 1/16/2012 Ian Edward Novas 1/17/2012 Rae William Archibald 1/13/2012 Jean McNeil Wyner 1/17/2012 Barry A Fisher 1/12/2012 Judy Abdo 1/10/2012 Samuel Morton Toikin 1/9/2012 John Michael Pacheco 1/6/2012 John B Catoe Jr 12131/2011 Tim Kittleson 12/29/2011 Raymond E Braun - 12/21/2011 Nell Carrey, 12/10/2011 Michael C. Dubin 12/12/2011 This information was updated on 1/26/2012 City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 - (310) 458-8411 - TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Policy I Accessibility Policy I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 3 Home I Dee aye / City Cle I R.an! CKSTIsslmtt / Pier Restoration Corporation Misti Kerns - Applicant for Pier Restoration Corporation Application Date: 1/15/2012 ADVANCED SEARCH I SITE MAP ,fi0 Public Contact Information Business Contact Information Strategic Planning,Poiicy Development,Flduclary Areas of Expertise- Oversight,Fundraising,Event Management,Marketing,Commumty Checkboxes Outreach,Hospitality,Commitment to History and Character of the Santa Monica Pier A 30t -year veteran of and leader in the tourism and hospitality Industries. Direct a team that Is responsible for branding Santa Monica as a world -class leisure and business destination, offering retail and visitor services, long -term strategic sales and marketing programming and crisis communications. pour Omle within the hospitality, retail and business sector Is pivotal In generating economic value to the clty0s general fund and maintaining Its AAA bond rating. I am an active member of the Convention Liaisons Council, a Certified Meeting Professional (CMP) and afn one of less than 200 worldwide industry professionals to earn a (CDME) Certified Destination Management Executive, through Purdue University which Is recognized by the DMAI (destination marketing association international) as its highest Areas of Expertise - educational achievement. My team was recognized In 2011 by meetings Detailed Description and convention magazine with a readers choice award for best DMO in Southern California with an population of less than SOOk, nhelped to develop the Santa Monica Green Business Certification Program, spearheaded Lithe I Am Santa Monica city wide ambassador cealficatlon Da collaboration between the City of Santa Monica, Chamber of Commerce, Convention & Visitors Bureau. Serve as Secretary on the board of directors executive committe for the California Travel Industry Association, Council member for U.S. travel Association NCDO (national council destination organizations). As a CEO I am experienced In strategic planning, policy development, solid financial management and oversight, sales and marketing expertise and overall business management. Recognized by Commission on Status of Women as one of the individuals who help to shape Santa Monica. ' The Santa Monica Pier Is none of the most recognized brands around the world and should perform as such. This does not always equal growth but a careful approach and balance of business must be achieved in Vision for the Pier order to offer a diverse and "true Santa Monica experience ". DThe Pier has a historic and environmental prole that needs to be celebrated and nurtured. Sustainable funding and operations will offer the opportunity . for consistent marketing, sponsorship and activities, For the Pier to function as the cultural Oicon that it is. Able to Commit Time? I Yes As a proven pleader in the tourism and hospitality field I am continually balancing the needs of many. While the economic value of tourism Is critically Important to our lifestyle so is the need of balance of visitors to Examples Demonstrating our community and the Pier. OSMCVB has been recognized by local and Personal Qualities national organizations for our ncreativity and programs over the last several years a couple of examples are Dour I AM Santa Monica Ambassador program, "Sandy Monica" our mannequin— London socialite that coincided with the opening of Santa Monica Place Mall. Our Santa Monica Visitors Guide has been awarded the best In the state of City of Santa Monica -.Pier Restoration Corporation Applicant Page 2 of 3 California. I serve as a member on national and state boards and work best In group /team settings. I am a strong communicator and relationship builder and have successful managed the CVB far over a decade. With industry and community support I have helped to reshape Santa Monica's Image and deliver It's brand promise, initiated the beach summit with city and other non profit staff which helped to deliver a better" best at beach experience" this with and the I AM Santa Monica program helps to provide residents and visitors an exceptional visit. Resides in Santa Monica? Yes # Years Residence 16 Works In Santa Monica? I Yes # Years Business 25 Previous Boards None 1. What are your goals in serving on the Interim Board of Directors? To assist and support by providing my skills and experience In order to develop a comprehensive and workable strategic plan for All parties. Residents, city, tenants, staff.0and visitors. To develop a path to meet current and estimated future needs that offer a community benefit. To collaborate with city, community members and Pier businesses to further define the important role and guidelines for the Pier and neighboring area. 2. What is your vision for the Pier and the role it plays In Santa Goals Monica and the region? The Santa Monica Pier is Done of the most recognized brands around the world and should perform as such. This . does not always equal growth but a careful approach and balance of business must be achieved In order to offer a diverse and "true Santa Monica experience ". DThe Pier has a historic and environmental Urole that needs to be celebrated and nurtured. Sustainable funding and operations will offer the opportunity for consistent marketing, sponsorship and activities. For the Pler to function as the cultural Licari that It is. ❑Developed the I Am Santa Monica city wide ambassador program and assisted mildevelopment of the Santa Monica Green Business Certification Program throughticollaboratlon between the City of Santa Monica, Chamber of Commerce and []Convention & Visitors Bureau and Activities Santa Monica College. LICUrrently serve on the board of directors of the Santa Monica Human Relations Council, and act as a board liaison to the Santa Monica Chamber of Commerce. Former Board member of Santa Monica Historical Society, Meals on Wheels and Girt Scout Leader for SM chapter. Founding member of Buy Local Santa Monica.Work closely with business improvement districts and many non- profits in Santa Monica.L 1. Areas of expertise; Strategic Planning,Poilcy Development,Flduciary Oversight,Fundraising, Event Management,Marketing,Community Outreach,Hospitality,Commitment to History and Character of the Santa Monica Pier 2. Specific experience demonstrating above expertise; A . 30+ -year veteran of and leader in the tourism and hospitality Industries. Direct a team that is responsible for branding Santa Monica as a world - class leisure and business destination, offering retail and visitor services, long -term strategic sales and marketing programming and crisis communications. 00ur Drole within the hospitality, retail and business sector is pivotal in generating economic value to the cityos general fund and maintaining Its AAA bond rating. I am an active member of the Convention Liaisons Council, a Certified Meeting Professional (CMP) and am one of less than 200 worldwide industry professionals to earn a Qualifications (CDME) Certified Destination Management Executive, through Purdue University which is recognized by the DMAI (destination marketing association international) as Its highest educational achievement. My team was recognized in 2011 by meetings and convention magazine with a readers choice award for best DMO in Southern California with []a population of less than 100k, ❑helped to develop the Santa Monica Green Business Certification Program, spearheaded Uthe I Am Santa Monica city wide ambassador certlfication La collaboration between the City of Santa Monica, Chamber of Commerce, Convention & Visitors Bureau. Serve as Secretary on the board of directors executive committe for the California Travel industry Association, Council member for U.S. travel Association NCDO (national council destination organizations). As a CEO I am experienced In strategic planning, policy development, solid financial management and oversight, sales and marketing expertise and overall business management. Recognized by Commission on Status of Women as one of the Individuals who help to shape Santa Monica. 3. City of Santa Monica - Pier Restoration Coiporation Applicant Page 3 of 3 Personal qualities identified In the criterla Include leadership, creativity, and innovation as well as the ability to work effectively In a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: As a proven Ofeader In the tourism and hospitality field I am continually balancing.the needs of many. While the economic value of tourism is critically Important to our lifestyle so Is the need of balance of visitors to our community and the Pier. OSMCVB has been recognized by local and national organizations for our ocreativity and programs over the last several years a couple of examples are pour I AM Santa Monica Ambassador program, "Sandy Monica" our mannequin- London socialite that coincided with the opening of Santa Monica Place Mall. Our Santa Monica Visitors Guide has been awarded the best in the state of California. I serve as a member on national and state boards and work best in group team settings. I am a strong communicator and relationship builder and have successful managed the CV13 for over a decade. With Industry and community support I have helped to reshape Santa Monica's Image and deliver It's brand promise. Initiated the beach summit with city and other non profit staff which helped to deliver a better " best at beach experience" this with and the I AM Santa Monica program helps to provide residents and visitors an exceptional visit. 4. Will you he able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 - (310) 458 -8411 • TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Policv I Accessibility Policv I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 7 H.. t Devatlmenls i City fig k I Board Com Wonj i Pier Restoration Conmretwo Eric Carl Faber - Applicant for Pier Restoration Corporation Application Date: 1/17/2012 mom Public Contact Information Business contact Information Strategic Planning,Policy Development,Fiduciary Areas of Expertise - Oversight,Fundraising,Event Management,Marketing,Community Checkboxes outreach,Hospitality,Commitment to History and Character of the Santa Monica Pier I was horn and raised In Santa Monica within walking distance to the Pier. I got my first childhood job cleaning the carrousel horses at age 8 In 1971. I spent most of my-weekends as a child on the Pier. I was married on the Pier. For the past twenty years my daily exercise routine brings me to the Pier. I know all the business owners personally and most of the Performers. I was active in ensuring the Pier was rebuilt and - restored in the early 8011S. I havenot missed more than fifteen concerts on the pier over the last 25 years. My passion and love for the Pier' resulted in my seeking appointment to the PRC just over four years ago. Over those four years, I have served as the Pier Restoration Corporationso Treasurer, Chair of the Leasing Committee, Chair of Audit and Budget Committee, and Active Member of the Operations and Safety Committee, Marketing Committee, Twilight Dance Series Committee, and the Centennial Committee for the 100th Year Anniversary. Having started several successful businesses, served as a career business consultant for 30 years, and served on a number of nonprofit Boards for more than 25 years, I have been actively Involved in strategic planning and policy development. I bring more than 30 years of business solution experience as an experienced CEO, Business Development Advisor, Inception Planning Consultant and Sales and Marketing Entrepreneur. I have a proven track record in growing successful and profitable Consumer and Industrial businesses in Foodservice and Retail Packaging, ' Hospitality and Events, Real Estate Marketing, Design and Non - Profits. I have been an owner /Operator of two successful restaurants in Santa Monica. One which was the first to commit to the Third Street Promenade when it was first restored and another at the Santa Monica Airport. So I have personal experience with being a City tenant. That, along with owning a number of Santa Monica based service businesses and consulting,to several hospitality and local business in the city has left me with a good understanding of what a business faces in operating In Santa Monica today. Today I work with a number of restaurant Investors and operators and assist In developing concepts and branding strategies nationally. My collection of consulting, marketing, real estate and hospitality businesses serve the Santa Monica business community here as well as the residents, tourists, and people who come to work here every day. Our sales and marketing group helps businesses and brand establish themselves in Santa Monica. My background Is in finance and marketing and I have extensive experience in product /business development, acquisitions /divestitures, start ups and turnarounds in consumer products, distribution, retail, foodservice, and manufacturing. I have defined, launched and grown several successful consumer brands and companies. I have been both a buy -side and sell -side client which affords me a unique perspective on the needs of customers. I am a knowledgeable, expert Innovator /advisor with superior ability at enriching productivity, drive and dedication through preference for common methodology, shared Innovation and mutual respect. I am a highly accomplished profit -maker and venture strategist with skill at City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 7 Areas of Expertise - Detailed Description establishing, directing and controlling plans and programs designed to raise and allocate capital, generate Investment returns and maintain a pre - eminent Industry leadership position. My 30 years emphasizes directly acquired experience, achievement and growth_ that couples a thorough knowledge of organization, supervision, and long -range planning with the successful management of new business development endeavors and existing product assets distributed nationally at a multi- million dollar level. My areas of particular skill and capabllity Include: Planning Devising, structuring, and drafting new business concepts, product line growth strategies, manufacturing /distribution support systems and allied training programs within an array of varied business demographics: Providing specialized technical expertise in the formulation, development and expansion of business enterprises and divestiture /acquisition activities Employing Strong written /verbal communication skills to articulate amplify and embellish stated goals and recommendations Product and Business Development Conducting research, analysis and background study to originate new company start-ups, recommend product directions, consol[date /realign corporate resources and provide directional insight for culmination in major corporate acquisition Interacting with Company upper management, manufacturing supervisors and administrative support department heads to fashion, implement and refine training program effectiveness, distribution support capabilities and enhanced purchasing /supply productivity Marketing investigating, compiling and evaluating competition analyses, market share breakdowns and Item pricing studies Providing supervision, direction, and control over the preparation of marketing plans, sales tools, advertising and Industry oriented public relations Training Outlining, scheduling, and conducting ongoing Instructional programs to provide technical training, build Industry leadership asph atlons and Instill /motivate a sense of entrepreneurial autonomy in staff, student and potential business executive participants Conceptualizing, compiling and presenting specialized topic course work on the methods and importance of building solid business and manufacturing plans, developing financial community contracts and utilizing established management systems and marketing techniques to generate /stabilize growth -based profits Administration Preparing business plans, budgets, pro -forma administrative expense details and building facilities operation cost analyses Forecasting volume, revenue and proFltability through corporate profit and loss statements and related administrative reporting Formulating, modifying, and improving and systems to analyze, record keep and service assist customers, suppliers, and in -house departments Over my 30 years career I have D Help businesses compete effectively against National and Global brands U Identified new market and revenue opportunities D Helped prioritize efforts D Made tough decisions o Turn around struggling brands and products O Launch new brands and products D Got some quick wins for clients D proactively managed reputations locally, regionally, and globally D And much more Typical Work Done for My Clients Include: D Strategic messaging and program development n Complete product marketing and promotional plan development & execution D Complete brand revitalization programs: positioning, messaging, promotions D Ongoing Brand management and Brand Growth program development O Line Extension development D Category extension development and management o Up and down market extension development and management D Brand repositioning D Developing Innovative new products through structured brainstorming sessions D Evaluation of line extensions and category extensions o Category rationalization (i.e. m[nlmizing Internal brand cannibalization) D Portfolio rationalization. Brand and product portfolio strategy U Pulling off product launches In record time D Brand clarification and brand constitution development D Brand packaging re -fresh and updates D Setting product pricing D Developing product promotions D Research: Customer segments, category opportunities, product/packaging tests D Sales force presentations on new product launches D New product launch sales kit development D Special in- and -out and seasonal brand programs D Presentations to regional store managers on brand promotions and launches D Strategic Assessments D Consumer brand experience audits D Comprehensive brand assessments and audits D and more... I have extensive experience In fundraising having served on more than 15 nonprofit Hoards and School and University Alumni Associations. I have been successful In helping the Twilight Dance Serles over the last three years as well as the 100th Year Anniversary. I am an accounting and business major by education and have served on many nonprofit Boards as Treasurer, Including the Pier Restoration Corporation. I have a wealth of experience with fiduciary oversight. I am a seasoned businessperson City of Santa Monica - Pier Restoration Corporation Applicant Page 3 of 7 and entrepreneur with an acumen and passion towards sales, marketing and design. You can see for yourself on my various Westside Company (www.thewestsidecompany.coin) websites including www .Llielmportanceofpackaging.com, www.fwanttostartarestaurant.cmn, www .westsidesalesandmarketing.com , www.tiiewestsldedesigngroup.com, and www.traveltosantamonica.com. I have participated in community outreach and support for my entire adult life. I am proud that I was named Humanitarian of the Year in 2010 by the Small Business Council of America at their Annual Congressional Awards in Washington, D.C. As a lifetime pier riser and supporter, active Board Member of the PRC, and member of the 100th Anniversary of the Pier Committee, I have demonstrated my commitment to the history and character of the Pier over and over again. I was an active participant In the PRC Master Plan lending lots of Ideas and vision which were widely accepted and supported. I recently participated in a round table strategic discussion with Heal the Bay regarding the future of the Aquarium and Its potential expansion. I would like to continue the efforts to improve our Pier for all of Its users and visitors while still maintaining its historical Iconic and artistic significance and balance. I would like to see it serve and attract more of our residents in the future. I would like to see the Pier become economically viable and less dependent on support from the City; however, ItIls not all about money. The Pier needs to be better managed, balanced and maintained as an Important destination for visitors and residents alike. We must treasure and acknowledge its international Iconic Image at all times. To Improve safety and create more room for events, businesses, and attractions parking must be removed from the deck and proximate replacement and incremental parking needs to be created. We suffer from a lack of parking always. Proximate parking will allow for more visitors and new ones. Today Vision for the Pier people donut come to the Pier to dine because it just takes too long to get there or to park within reasonable access. We need to be thoughtful of the increased users that the light rail will bring. We need to make replacing the current bridge a priority for better access and safety. We must always be thoughtful of Its environmental sustainability and health. We need to seek out new businesses and tenants with a less cumbersome process than the current RFP method and redefine what our vision Is and what types of business we will accept. We need a merchandising, marketing, and branding plan, Over the last several years a tremendous amount of good work has been done and I hope to capitalize on the work of the past and to create a great master plan for the future. It must continue to be the number one destination for local, regional, national and International visitors alike. Finally, we must ensure the vision of the interim board, city and stakeholders Is carried through successfully and timely. Able to Commit Time? I Yes I believe my more than 30 years in business, community Involvement and leadership roles in non profits has clearly demonstrated that I am a leader, creative, innovative and work effectively with groups and can balance competing needs. I would not have had the success I have had if I didnot. My track record as a Board Member of several successful arts, education, cancer, youth and disaster support organization speaks for Itself. Those organizations include The American Cancer Society, PS Arts (formerly the Crossroads Community Foundation), UCLA Alumni Association, SHARE (Self Help and Recovery Exchange), RAND Examples Demonstrating Corporation, Santa Monica Police Department Community Advisory Personal Qualities Board, Santa Monica Police Activities League, Restaurateurs for Reform, California Restaurant Association, PTA (Parent Teacher Association), People Against Cruelty to Animals, Lance Armstrong Foundation (Llvestrong), CATE School, The Wellness Community, Izzak Walton League, Institute of Packaging Professionals, YMCA, Virginia Avenue Park, National Restaurant Association, Santa Monica Pier Restoration Corporation, and Padres El Cancer To be awarded the 2010 Humanitarian of the Year Award from the largest organization representing and advocating for small businesses In America (SBCA) in Washington D.C. honored those qualities in me. Resides in Santa Monica? Yes # Years Residence 48 Works In Santa Monica? I Yes # Years Business 134 City of Santa Monica - Pier Restoration Corporation Applicant Page 4 of 7 Previous Boards Virginia Avenue Park Advisory Board SMPD Community Advisory Board Pier Restoration Corporation (current) 1. What are your goals in serving on the Interim Board of Directors? My goal for serving on the Interim Board of Directors Is quite simple. I am passionate about our city, Its residents and our Pier. ItDS an Iconic symbol far so many things and a perhaps our greatest City Asset. I want to ensure that there is some continuity moving forward in this transition to new leadership and apply my skills, background and knowledge of the Pier to help the interim board build on our past PRC success and failures as we collaborate and develop strategic initiatives, policies, vision, resources and a new top level look and Master Plan that ensures a healthy future for the Pier. As Chair of the Leasing Committee for the last four years and Member of the Executive Board, I want to be part of the process In developing our new leasing and merchandising guidelines and reviewing the existing services agreement which I have become so familiar with. I think it will be very helpful to the new Interim Board to have some members with the understanding and background of the Pier and the issues it Is facing. Because of my demonstrated expertise In nearly all the areas required by the Pier Restoration Interim Board, as well as my extensive PRC board and leadership experience, and my Investment in the Pier0s future, I think I would be a fine compliment to the new Interim Board, I have lived in Santa Monica my entire 48 years and raised two children who were Pier users. We have enjoyed all the Pier has to offer and I want to ensure the Pier continues to grow and serve as many people as passible in the future while preserving it in a very thoughtful way. We need renewed and Increased community stewardship to envision the Pier's full potential and I have the time to commit to that goal. 2. what is your vision for the Pier and the role It Goals plays In Santa Monica and the region? I would like to continue the efforts to Improve our Pier for all of its users and visitors while still maintaining Its historical iconic and artistic significance and balance. I would like to see it serve and attract more of our residents In the future. I would like to'see the Pier become economically viable and less dependent on support from the City; however, Itns not all about money. The Pier needs to be better managed, balanced and maintained as an Important destination for visitors and residents alike. We must treasure and acknowledge Its International Iconic Image at all times. To Improve safety and create more room for events, businesses, and attractions parking must be removed from the deck and proximate replacement and incremental parking needs to be created. We suffer from a lark of parking always. Proximate parking will allow for more visitors and new ones. Today people donut come to the Pier to dine because It just takes too long to get there or to park within reasonable access. We need to be thoughtful of the increased users that the light rail will bring. We need to make replacing the current bridge a priority for better access and safety. We must always be thoughtful or its environmental sustainabllity and health. We need to seek out new businesses and tenants with a less cumbersome process than the current RFP method and redefine what our vision is and what types of business we will accept. We need a merchandising, marketing, and branding plan. Over the last several years a tremendous amount of good work has been done and I hope to capitalize on the work of the past and to create a great master plan for the future. It must continue to be the number one destination for local, regional, national and International visitors alike. Finally, we must ensure the vision of the interim board, city and stakeholders is carried through successfully and timely. Santa Monica Police Activites League Annual Homeless Count Leader Activities Santa Monica Sports Groups (coach) PTA American Red Cross TWILlght Dance Series Committee 1. Areas of expertise: Strategic. Planning,Policy Development,Fiduchny Overslght,Fundralsing,Event Managenent,Marketing,Community Outreach,Hospitality,Commitment to History and Character of the Santa Monica Pier 2. Specific experience demonstrating above expertise: I was born and raised In Santa Monica within walking distance to the Pier. I got my first childhood job cleaning the carrousel horses at age 8 in 1971. I spent most of my weekends as a child on the Pier. I was married on the Pier. For the past twenty years my daily exercise routine brings me to the Pier. I know all the business owners personally and most of the Performers. I was active in ensuring the Pier was rebuilt and restored in the early 8005. I havenut missed more than fifteen concerts on the pier over the last 25 years. My passion and love for the Pier resulted in my seeking appointment to the PRC just over four years ago. Over those four years, I have served as the Pier Restoration Corporations0 City of Santa Monica - Pier Restoration CwToration Applicant Page 5 of 7 Treasurer, Chair of the Leasing Committee, Chair of Audit and Budget Committee, and Active Member of the Operations and Safety Committee, Marketing Committee, Twilight Dance Series Committee, and the Centennial Committee for the 100th Year Anniversary. Having started several successful businesses, served as a career business consultant for 30 years, and served on a number of nonprofit Boards for more than 25 years, I have been actively involved In strategic planning and policy development. I bring more than 30 years of business solution experience as an experienced CEO, Business Development Advisor, Inception Planning Consultant and Sales and Marketing Entrepreneur. I have a proven track record in growing successful and profitable Consumer and Industrial businesses In Foodservice and Retail Packaging, Hospitality and Events, Real Estate Marketing, Design and Non - Profits. I have been an Owner /Operator of two successful restaurants in Santa Monica. One which was the first to commit to the Third Street. Promenade when It was first restored and another at the Santa Monica Airport. So I have personal experience with being a City tenant. That, along with owning a number of Santa Monica based service businesses and consulting to several hospitality and local business In the city has left me with a good understanding of what a business faces In operating in Santa Monica today. Today I work with a number of restaurant investors and operators and assist In developing concepts and branding strategies nationally. My collection of consulting, marketing, real estate and hospitality businesses serve the Santa Monica business community here as well as the residents, tourlsts, and people who come to work here every day. Our sales and marketing group helps businesses and brand establish themselves in Santa Monica. My background is in finance and marketing and I have extensive experience In product /business development, acquisitions /divestitures, start ups and turnarounds in consumer products, dlstributlon, retail, foodservice, and manufacturing. I have defined, launched and grown several successful consumer brands and companies. I have been both a buy -side and sell -side client which affords me a unique perspective on the needs of customers. I am a knowledgeable, expert Innovator /advisor with superior ability at enriching productivity, drive and dedication through preference for _common methodology, shared Innovation and mutual respect. I am a highly accomplished profR -maker and venture strategist with skill at Qualifications establishing, directing and controlling plans and programs designed to raise and allocate capital, generate Investment returns and maintain a pre- eminent Industry leadership position. My 30 years emphasizes directly acquired experience, achievement and growth that couples a thorough knowledge of organization, supervision, and long -range planning with the successful management of new business development endeavors and existing product assets distributed nationally at a multi- - million dollar level. My areas of particular skill and capability Include: Planning Devising, structuring, and drafting new business concepts, product line growth strategies, manufacturing /distribution support systems and allied training programs within an array of varied business demographics: Providing specialized technical expertise in the formulation, development and expansion of business enterprises and divestiture /acquisition activities Employing Strong written /verbal communication skills to articulate amplify and embellish stated goals and recommendations Product and Business Development Conducting research, analysis and background study to originate new company start-ups, recommend productdirections, consolidate /realign corporate resources and provide directional Insight for culmination in major corporate acquisition Interacting with Company upper management, manufacturing supervisors and administrativesupport department heads to fashion, implement and refine training program effectiveness, distribution support capabilities and enhanced purchasing /supply productivity Marketing Investigating, compilhig and evaluating competition analyses, market share breakdowns and Item pricing studies Providing supervision, direction, and control over the preparation of marketing plans, sales tools, advertising and industry oriented public relations Training OuLihUng, scheduling, and conducting ongoing instructional programs to provide technical training, build industry leadership aspirations and instill /motivate a sense of entrepreneurial autonomy in staff, student and potential business executive participants Conceptualizing, compiling and presenting specialized topic course work on the methods and importance of building solid business and manufacturing plans, developing financial community contracts and utilizing established management systems and marketing techniques to generate /stabilize growth -based profits Administration Preparing business plans, budgets, pro -forma administrative expense details and building facilities operation cost analyses Forecasting volume, revenue City of Santa Monica - Pier Restoration Corporation Applicant Page 6 of 7 and profitability through corporate profit and loss statements and related administrative reporting Formulating, modifying, and Improving and systems to analyze, record keep and service assist customers, suppliers, and In -house departments Over my 30 years career I have o Help businesses compete effectively against National and Global brands n Identified new market and revenue opportunities D Helped prioritize efforts D Made tough decisions n Turn around struggling brands and products o Launch new brands and products n Got some quick wins for clients u proactively managed reputations locally, regionally, and globally n And much more Typical Work Done for My Clients Include: n Strategic messaging and program development o Complete product marketing and promotional plan development & execution U Complete brand revitalization programs: positioning, messaging, promotions O Ongoing Brand management and Brand Growth program development IT Line Extension development n Category extension development and management. D Up and down market extension development and management n Brand repositioning o Developing Innovative new products through structured brainstorming sessions o Evaluation of line extensions and category extensions n Category rationalization (i.e. minimizing Internal brand cannlballzation) o Portfolio rationalization. Brand and product portfolio strategy o Pulling off product launches in record time o Brand clarification and brand constitution development O Brand packaging re -fresh and updates U Setting product pricing U Developing product promotions IT Research: Customer segments, category opportunities, product /packaging tests D Sales force presentations on new product launches O New product launch sales kit development U Special in -and -out and seasonal brand programs a Presentations to regional store managers on brand promotions and launches o Strategic Assessments n Consumer brand experience audits U Comprehensive brand assessments and audits U and more... I have extensive experience in. fundraising having served on more than IS nonprofit Boards and School and University Alumni Associations. I have been successful in helping the Twilight Dance Series over the last three years as well as the 100th Year Anniversary. I am an accounting and business major by education and have served on many nonprofit Boards as Treasurer, Including the Pier Restoration Corporation. I have a wealth of experience with flduciary oversight. I am a seasoned businessperson and entrepreneur with an acumen and passlon towards sales, marketing and design. You can see for yourself on my various Westside Company (www.thewesLsldecoinpany.com) websites Including www .theimportanceofpackaging.com, www.lwanttostartarestaurant.com, www .westsldesulesandmarketing.com , www.thewestsidedesigngroup.com, and www.travdtosantamonica.com. I have participated in community outreach and support for my entire adult life. I am proud that I was named Humanitarian of the Year in 2010 by the Small Business Council of America at their Annual Congressional Awards In Washington, D.C. As a lifetime pier user and supporter, active Board Member of the PRC, and member of the 100th Anniversary of the Pier Committee, I have demonstrated my commitment to the history and character of the Pier over and over again. I was an active participant in the PRC Master Plan lending lots of ideas and vision which were widely accepted and supported. I recently participated In a round table strategic discussion with Heal the Bay regarding the future of the Aquarium and its potential expansion. 3. Personal qualities Identified In the criteria Include leadership, creativity, and Innovation as well as the ability to work effectively In a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: I believe my more than 30 years in business, community Involvement and leadership roles In non profits has clearly demonstrated that I am a leader, creative, innovative and work effectively with groups and can - balance competing needs. I would not have had the success I have had if I didnot. My track record as a Board Member of several successful arts, education, cancer, youth and disaster support organization speaks for Itself. Those organizations Include The American Cancer Society, PS Arts (formerly the Crossroads Community Foundation), UCLA Alumni Association, SHARE (Self Help and Recovery Exchange), RAND Corporation, Santa Monica Police Department Community Advisory Board, Santa Monica Police Activities League, Restaurateurs for Reform, California Restaurant Association, PTA (Parent Teacher Association), People Against Cruelty to Animals, Lance Armstrong Foundation (Livestrong), CATE School, The Wellness Community, Izzak Walton League, Institute of Packaging Professionals, YMCA, Virginia Avenue Park, National Restaurant Association, Santa Monica Pier Restoration Corporation, and Padres El Cancer To be awarded the 2010 Humanitarian of the Year Award from the largest organization representing and City of Santa Monica - Pier Restoration Corporation Applicant Page 7 of 7 advocating for small businesses In America (SBCA) In Washington D.C. honored those qualities in me. 4. Will you be able to commit the necessary time to perform your duties If appointed to the Board: Yes City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 • (310) 458 -8411 • TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Policy I Accessibility Poliev I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page I of 2 HHm. I D h I C11% fktic I Board Cgpiolss s/ Pier Rest..U.. 6orporatian Barry A. Snell - Applicant for Pier Restoration Corporation Application Date: 1/17/2012 Public Contact ' Information Areas of Expertise - Strategic Planning,Policy Development,Fiduclary Overslght,Community Checkboxes Outreach,Commitment to History and Character of the Santa Monica Pier I have been a practicing Certified Public Accountant since August 1985 and have owned and operated the.Accounting Firm of Barry A. Snell, CPA since 1989. During that time I have advised and consulted for large public companies and small closely held companies in tax and financial matters. In December 2006, I was elected to the Santa Monica - Malibu School Board. While on the Board I worked with other Board Members In Areas of Expertise - establishing a straegic plan for the District for the next four years. We Detailed Description also reviewed all of the school district's policies for approval and update. I served as the Board liaison to the school district's financial oversight committee which made recommendations to the school district's 116 million dollar budget. I also served as Board liaison to the Prop 39 Citizens Oversight Committee which made recommendations to the District on its BB bond projects, Presm y I serve on the Bond Oversight Committee for Santa Monica College. My vision for the Pier is to be a place where familie in our community, as well as vistors, can enjoy the beach and all the Pier's amenities at a reasonable cost. The Pier is an educational gem to the world and we need to market the Pier as a historical landmark that can teach people Vision for the Pier about our community. As a Santa Monican I have a strong respect for the history of our beach community and the Pier Is the anchor of our City. In the future, I see the Pier not only as a place where the study of our enviroment Is front and center, but also as a unique park where vistors /community members can come and enjoy a beach experience including food, rides and games for a complete family dayl Able to Commit Time? Yes While of the the school board my fellow Board Members elected me Vise President and the subsequent year as President. As President I, along with my Board members help the school district with the difficult decision of cutting approx. 8 million dollars from the school's budget. I have served on many Boards and my ability to work with many people to Examples Demonstrating achieve the best possible outcome is one of my strenghts. I have been Personal Qualities part of successful negotiations with the city and the school dlstict on the joint use agreement and with the school bargaining units on salary and - benefits. Just recently I was part of a group of community and school members assisting in holding meeting regarding race relations with students as Santa Monica High school. I organized a group of parents, students and school officials In discussions to help better understand how ' to support our community regarding race. Resides in Santa Monica? Yes # -Years Residence 12 Works In Santa Monica? No # Years Business Previous Boards Santa Monica Pier Resteraton Corporation Board of Directors - Present 1. What are your goals In serving on the Interim Board of Directors? My goals in serving on the Interim Board of Directors are to: review and estabish policies for the Pier Restoration Corporation that will assist in the future direction of the Pier, to amend the current services agreement City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 2 Goals between the City of Santa Monica and the Pier Restoration Corporation, and to work with other Board Members to forecast the financial operations of the Pier, along with establishing internal controls for marketing, financial and operations of the Pier. 2. What Is your vision for the Pier and the role it plays In Santa Monica and the region? My vision for the Pier is to he a place where famllle in our community, as well as vistors, can enjoy the beach and all the Pier's amenities at a reasonable cost. The Pier Is an educational gem to the world and we need to market the Pier as a historical landmark that can teach people about our community. As a Santa Monican I have a strong respect for the history of our beach community and the Pier is the anchor of our City. in the future, I see the Pier not only as a place where the study of our envlroment is front and center, but also as a unique park where vistors /community members can come and enjoy a beach experience including food, rides and games far a complete family day! Santa Monica College Citzens Bond Oversight Committee - Presnt SMRR Activities Executive Board- Present Community For Excellent Public Schools (CEPS)- Treasurer - Present Committee for the 100 Anniversary of the Pier -Past 1. Areas of expertise: Strategic Planning,Policy Development,Fiduciary Overslght,Community Outreach,COmmitnnent to History and Character of the Santa Monica Pier 2. Specific experience demonstrating above expertise: I have been a practicing Certified Public Accountant since August 1985 and have owned and operated the Accounting Firm of Barry A. Snell, CPA since 1989. During that time I have advised and consulted for large public companies and small closely held companies In tax and financial matters. In December 2006, I was elected to the Santa Monica - Malibu School Board. While on the Board I worked with other Board Members In establishing a straegic plan for the District for the next four years. We also reviewed all of the school district's policies for approval and update. I served as the Board Ralson to the school district's financial oversight committee which made recommendations to the school district's 110 million dollar budget. I also served as Board liaison to the Prop 39 Citizens Oversight Committee which made recommendations to the District on Its BB bond projects. Presntly I serve on the Bond Oversight Committee for Santa Monica College. 3. Personal qualities Qualifications Identified in the criteria include leadership, creativity, and Innovation as well as the ability to work effectively in a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: While of the the school board my fellow Board Members elected me Vise President and the subsequent year as President. As President 1, along with my Board members help the school district with the difficult decision of cutting approx. 8 million dollars from the school's budget. I have served on many Boards and my ability to work with many people to achieve the best possible outcome is one of my strenghts. I have been part of successful negotiations with the city and the school distict on the joint use agreement and with the school bargaining units on salary and benefits, lust recently I was part of a group of community and school members assisting in holding meeting regarding race relations with students as Santa Monica High school. I organized a group or parents,. students and school officials in discussions - to help better understand how to support our community regarding race. 4. Will you be able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica - 1685 Main St., Santa Monica, CA 90401 • (310) 4SB -8411 • TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Policy I Accessibility Policy I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 4 Home I i ri nis 1 Cry Qink I H.a Commluions I Plor Reetornlion Coryoratian Rhoda Weiss, Ph.D. - Applicant for Pier Restoration Corporation Application Date: 1/13/2012 Public Contact Information Areas of Expertise - Strategic Planning,Policy Development,Fiduciary Checkboxes Overslght,Fundralsing,Event Management,Marlceting,Community Outreach ' During my career, I have traveled extensively speaking and consulting with extensive national and regional experience in nearly all the areas required to advance the goals of the Interim board0- management, marketing, public relations, fund raising, community outreach, business and policy development and flduclary oversight. In the area of management, I have served as chair and /or CEO of a for - profit multi- million dollar corporation in addition to chair and /or CEO of non - proit organizations and associations, including the wortdos largest association of public relations and communications professionals, two national marketing, public relations and planning organizations and local assoclations- -one in public relations and marketing and the other in management In addition to serving on a number of prominent national and regional boards. I have not only led strategic planning retreats for corporations and non -proflt organizations, I've also developed and executed many strategic plans. For 26 years I've taught scores of courses in the UCLA Extension Public Relations and Fund Raising Programs, Including event planning, and am extremely knowledgeable on this topic. I've taught about 100 event planning classes at UCLA Extension with expertise In all aspects of event planning, and UCLA Extension honored me with Its Distinguished Instructor Award. My knowledge of fund raising is also extensive0not only via my teaching the topic, but more Importantly, in working with organizations large and small in their fund raising and philanthropic activities. The past national • chair and CEO of the 32,000 - member Public Relations Society of America Areas of Expertise - and leader of other marketing and public relations organizations as well, Detailed Description I have extensive experience in marketing (four national lifetime achievement awards- -three in marketing and public relations and the other in administration), edit a national marketing magazine of the American Marketing Association and given hundreds of speeches on marketing, public relations, strategy and event planning. Serving on boards and as board chairs and officers make me keenly knowledgeable In fiduciary oversight, stewardship and responsibilities of board members. All this experience spanning more than 30 years places me at an advantage In understanding management, planning, marketing and event planning. As a long -time executive in the corporate and nonprofit arena, I have experience In overseeing day -to -day operations of multi- million dollar organizations and the experience and understanding of how to increase the visibility, awareness, understanding, market share and profitability of organizations like the Pier Board. My career has also Included coordination of filming and the operational, legal and financial review of film location proposals to ensure these opportunities meet the needs of all Involved, that all parties are protected and opportunities for all parties are maximized and clearly defined. As a long -time executive, r have a keen knowledge and understanding of finance, business development and management of organizations and facilities. Together, these are a strong fit for advancing the Pier Restoration Corporation and our Santa Monica Pier and especially valuable for an Interim board, thanks to board leadership and understanding. In addition, my Ph.D. Is In Leadership and Change allows me to understand the dynamics of boards through research, education, and primarily extensive board experience. As mentioned previously, the Santa Monica Pier is a Santa Monica treasure as well as an Important contributor to the City of Santa Monica and regionally, major tourist attraction, financial contributor to our city and surrounding communities and an Important landmark that helps City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 4 define the city as a worldwide attraction for people of all ages around the globe. My vision for the Pier is to make it a "must - visit" locale for local, Vision for the Pier regional, national and international visitors - -an additional magnet to our City to strengthen the financial base of the City, the region and businesses. And lastly, to ensure the vision of the board, city and stakeholders is carried through to reality and success. Able to Commit Time? Yes For much of my career as well as my volunteer activities regionally, nationally and internationally, I have led and served in leadership posts as president, chair, officer and board member of multiple organizations. ' In addition, my Ph.D. is in Leadership and Change, so not only have I been an active leader, I've also studied and researched leadership and served as a Kellogg Foundation Fellow. The key to success has been my ability to lead, engage, listen and generate creativity and innovation In each leadership opportunity; to develop, lead and participate in high- Examples Demonstrating functioning, highly engaged and highly enthusiastic teams; to create Personal qualities opportunities for each and every member of that team to match their passions to chosen projects; Identify hidden talents and lead with passion, excitement, sophistication and enthusiasm; to be broad minded and fair minded; recognize and engage others who want to be leaders In some capacity; build and inspire excellence; provide the environment, the vision and the courage to succeed; and the ability to understand that leadership is about service. Examples include leadership of high - runctloning boards that far exceeded their organizational and financial goals; engagement of hundreds of volunteers and staff in achieving objectives; and a continued commitment to stewardship and service. Resides in Santa Monica? 4 Yes # Years Residence 37 Works In Santa Monica? Yes # Years Business 27 ' I have not served on City Boards or Commissions and look forward to the Previous Boards opportunity to utilize my expertise and experience to advance and Improve Santa Monica through service on the Interim Board of the Pier Restoration Corporation. S. What are your goals in serving on the Interim Board of Directors? The Santa Monica Pier is a Santa Monica treasure, a major tourist attraction, financial contributor to our city and an important landmark that helps define the city as a worldwide attraction for people of all ages around the globe. My goals would be to use my extensive knowledge, experience and expertise In business development, marketing, public relations, special events planning, research, entertainment, filming and other arenas; my extensive worldwide network; and my passion for the Santa Monica Pier to ensure its preservation, sustalnabllity, planned growth and advancement for the benefit of the City of Santa Monica, the Pier Restoration Corporation, each and every vendor and business owner that Is part of the Pier family, our visitors, local travel and tourism and other businesses in our community that benefit from the Pier. I would utilize my expertise to increase the Pier's visibility, awareness, understanding, market share and profitability, bringing a new approach that combines a local, national and international perspective. It would be a tremendous Goals opportunity to utilize my three decades of experience In marketing, business development, planning, public relations, event planning and entertainment and my knowledge of the City through my living and residing her for many years to benefit the City of Santa Monica and alt who work, reside and visit our city. Because of my demonstrated expertise in nearly all the areas required by the Pier Restoration Interim Board, as well as extensive board and leadership experience, my goals would be to help the City, the Pier Restoration Corporation and the many businesses and vendors that are part of the Pier and the Santa Monica business family and community to identify new, forward - thinking opportunities that are both practical and progressive in nature, to delve Into all aspects of understanding the needs of each key stakeholders, to clearly Involve and engage each stakeholder in reaching goals and to be part of an exciting team that advances the goals of the Pier corproation. 2. What Is your vision for the Pler and the role It plays In Santa Monica and the region? As mentioned previously, the Santa Monica Pier is a Santa Monica treasure as well as an Important contributor to the City of Santa Monica and regionally, major tourist attraction, financial contributor to our city and surrounding communities and an important City of Santa Monica - Pier Restoration Corporation Applicant Page 3 of 4 landmark that helps define the city as a worldwide attraction for people of all ages around the globe. My vision for the Pier is to make it a "must- visit" locale for local, regional, national and International visitors - -an additional magnet to our City to strengthen the financial base of the City, the region and businesses. And lastly, to ensure the vision of the board, city and stakeholders is carried through to reality and success. Currently serve on the U.S. AU Force Entertalnment Industry Advisory Board, California March of Dimes Communications Task Force, U.S. Air Force Chief of Staff Civic Leaders (national) Program, St. Francis Hospice and the Air Force Association James Doolittle Chapter; and have served Activities on the boards of Easter Seals of Southern California, Juvenile Justice Connection Project, Watts & Willowbrook Boys & Ghis Club, the national Organ and Tissue Donation organization, the Global Alliance for Public Relations and Communications Management, many national public relations, marketing and executive organizations and assisted other organizations as well in varying capacities. Qualifications 1. Areas of expertise: Strategic Planning,Policy Development,Fiduclary Overslght,Fundraising,Event Management,Marketing,Community Outreach 2. Specific experience demonstrating above expertise: During my career, I have traveled extensively speaking and consulting with extensive national and regional experience in nearly all the areas required to advance the goals of the interim boardn- management, marketing, public relations, fund raising, community outreach, business and policy development and fiduciary oversight. In the area of management, I have served as chair and/or CEO of a for - profit multi- million dollar corporation In addition to chair and /or CEO of non -profit organizations and associations, including the worldns largest association of public relations and communications professionals, two national marketing, public relations and planning organizations and local associations- -one in public relations and marketing and the other In management In addition to serving on a number of prominent national and regional boards. I have not only led strategic planning retreats for corporations and non - profit organizations, I've also developed and executed many strategic plans. For 26 years I've taught scores of courses in the UCLA Extension Public Relations and Fund Raising Programs, including event planning, and am extremely knowledgeable on this topic. I've taught about 100 event planning classes at UCLA Extension with expertise in all aspects of event planning, and UCLA Extension honored me with Its Distinguished Instructor Award. My knowledge of fund raising is also extensivelJnot only via my teaching the topic, but more importantly, In working with organizations large and small in their fund raising and philanthropic activities. The past national chair and CEO of the 32,000- member Public Relations Society of America and leader of other marketing and public relations organizations as well, I have extensive experience in marketing (four national lifetime achievement awards - -three in marketing and public relations and the other In administration), edit a national marketing magazine of the American Marketing Association and given hundreds of speeches on marketing, public relations, strategy and event planning. Serving on boards and as board chairs and officers make me keenly knowledgeable In fiduciary oversight, stewardship and responsibilities of board members. All this experience spanning more than 30 years places me at an advantage in understanding management, planning, marketing and event planning. As a long -time executive in the corporate and nonprofit arena, I have experience in overseeing day -to -day operations of multi- million dollar organizations and the experience and understanding of how to increase the visibility, awareness, understanding, market share and profitability of organizations like the Pier Board. My career has also included coordination of filming and the operational, legal and financial review of film location proposals to ensure these opportunities meet the needs of all involved, that all parties are protected and opportunities for all parties are maximized and clearly defined. As a long -time executive, I have a keen knowledge and understanding of finance, business development and management of organizations and facilities. Together, these are a strong fit for advancing the Pier Restoration Corporation and our Santa Monica Pier and especially valuable for an interim board, thanks to board leadership and understanding. In addition, my Ph.D. Is In Leadership and Change allows me to understand the dynamics of boards through research, education, and primarily extensive board experience. 3. Personal qualities idendfled In the criteria Include leadership, creativity, and Innovation as well as the ability to work effectively In a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: For much of my career as well as my volunteer activities regionally, City of Santa Monica - Pier Restoration Corporation Applicant Page 4 of 4 nationally and internationally, I have led and served In leadership posts as president, chair, officer and board member of multiple organizations. In addition, my Ph.D. is in Leadership and Change, so not only have I been an active leader, I've also studied and researched leadership and served as a Kellogg Foundation Fellow. The key to success has been my ability to lead, engage, listen and generate creativity and innovation In each leadership opportunity; to develop, lead and participate in high - functioning, highly engaged and highly enthusiastic teams; to create opportunities for each and every member of that team to match their passions to chosen projects; identify hidden talents and lead with passion, excitement, sophistication and enthusiasm; to be broad minded and fair minded; recognize and engage others who want to be leaders In some capacity; bulid. and inspire excellence; provide the environment, the vision and the courage to succeed; and the ability to understand that leadership Is about service. Examples Include leadership of high- functioning boards that far exceeded their organizational and financial goals; engagement of hundreds of volunteers and staff In achieving objectives; and a continued commitment to stewardship and service. 4. Will you be able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica - 1685 Main St„ Santa Monica, CA 90401 - (310) 458 -8411 • TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacv Policy 1 Accessibility Policy I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 3 llama Devadineals I City Clerk I Boa,d Commission I Pier Restoration Corporation David Newberg -Applicant for Pier Restoration Corporation Application Date: 1117/2012 AWANCED SCARCH IBlTE MAP Public Contact Address: Santa Monica CA 90401 Information E -mail: dinrhino@gmail.com Business Contact Information Areas of Expertise - Strategic Planning,Policy Development, Fiduciary Overs[ght,Event Checkboxes Management,Commitment to History and Character of the Santa Monica Pier Strategic Planning I] My work experience of over 25 years in business Includes a wide scope of for - profits from start-ups to working In top 100 Fortune companies, and also working with a non - proflt. Regardless of size and mission they all have at the core a need to create strategic plans, business Initiatives, and forecasting to provide the direction of the entity and creating the action footsteps to achieve the goals. I have the experience of working on a team and also overseeing Company planning functions in helping to write and present business plans, and strategic 3- 5 year plans. Policy Development o As the CFO and COO of Companies I have overseen the financial, HR, business affairs, other operation functions and departments. In each company one of my duties was to create policies for Internal controls that would satisfy audit requirements, develop personal policies, and also create general corporate guidelines to help make operations run more efficiently. Fiduciary Oversight D I am an active CPA and also have been an officer of many Companies. In addition Areas of Expertise - to the experience of having fiduciary oversight as the CFO and officer of Detailed Description a Company, I also have experience of having oversight of pension funds, HR, and investor relationships. My wide scope of business experience has Included many years of having to Insure a company0s compliance with federal, state, labor, and other regulatory agencies, along with reviewing of contracts and other commitments that would bind owners, partners, and shareholders. Event Management o I have been in the entertainment industry for over 20 years and have helped management many different level of events including Rhinoos Retrofest which was a 3 day music concert and festival at the Santa Monica Civic, and other Industry event showcases. Most recently I was the chair of the Twilight . Dance Series that as a team was able to produce the 2011 concerts. Commitment to History o As I state In the vision my family moved to Santa Monira In the 1930OS and has been In residence ever since. I have grown up with the Pier in my backyard providing me with a rich experience that creates a basis to looking to the future and my way of giving back for all the years of enjoyment My family moved to Santa Monica In the 1930os and has been in residence ever since. What made my grandparents move here nearly 00 years ago are many of the same reasons I am still In the city, and one of those reason Is the Pier. I have grown up with the Pier In my backyard and have seen it change over time, some good and some bad, providing me with a rich experience that creates a basis to looking to the future and my way of giving back for all the years of enjoyment. The Pier recently had Its 100th birthday and was able to celebrate its humble Vision for the Pier start as a simple bare municipal pier and then growing into a major city, regional, national and international attraction with an iconic profile that is seen in all forms of media (Film, TV, Ads, etc.), and visited by over 6 million every year. The vision for the future of the Pier must always have an eye for the past as one must balance the modernization and needs for new generations, while still retaining the history and charm that has inspired many a Forest Gump to motor west across the country to reach the end of the pier. In creating the new guidelines and a new working relationship with the city departments the new vision needs to City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 3 Incorporate a way to satisfy new development on the pier deck and review of existing spaces, providing more safety to visitors with a new bridge and limiting traffic, promotion of the site to Increase the number of visitors and to make them more engaged, and increasing the revenue flow with branding and other new steams from new activities; while balancing out the need to keeping the outdoor Pier experience fun, exciting, and a place where one can have some solitude watching a sunset at a simple romantic stroll down the wooden planks. Able to Commit Time? Yes As a current member of the PRC board, I have worked with -in the framework of this large group to foster discussion and work as part of the team to come to decisions that would be the most beneficial to all parties involved. I also have chaired committees to help facilitate discussion and build team work and consensus on projects and policies. In my work experience as an officer and one that must not only create rules and guidelines, but enforce them, and abide by them, requires one Examples Demonstrating to keep an open mind and ear to listen, and knowing when and how to Personal Qualities compromise to reach a solution that balances everyoneos needs and keeps the integrity of the policy. We are all faced on a daily basis of _ working with In a team, and my life is no different, from being part of a referring team for AYSO 010 girls, sitting on employee committees, to being on corporate boards discussing major decisions. In each of those situations you learn the more you work as a team to insure all parties are engaged, committed, and participate In the process the more productive and the and product or decision is the better than any one Individual could achieve. . Resides in Santa Monica? Yes # Years Residence 54 Works In Santa Monica? No # Years Business Current Board Member - Secretary on the Pier Restoration Corporation Previous Boards (2007- Present). Chaired the Twilight Dance Series and Marketing committees 1. What are your goals in serving on the Interim Board of Directors? The main goal on serving on the Interim board is to create a new framework for the PRC that will meet the Cltyos new focus and objectives for the non - profit entity, while providing the entrepreneur flexibility it requires to market and promote the Pier. The new operating structure will be to not only review and revise the PRC by -laws and service agreement, but also to create new operating policies and guidelines that provide the direction and parameters for the staff to work within on a day by day basis. My othe? goal is to provide current history and continuity in bridging the current board and the interim board to provide a running start. 2. What is your vision for the Pier and the role it plays in Santa Monica and the region? My family moved to Santa Monica In the 193o0s and has been In residence ever since. What made my grandparents move here nearly 8o years ago are many of the same reasons I am still In the city, and one of those reason is the Pier. I have grown up with the Pier in my backyard and have seen it change over time, some good and some bad, providing me with a rich experience that creates a basis to Goals looking to the future and my way of giving back for all the years of enjoyment. The Pier recently had Its 100th birthday and was able to celebrate Its humble start as a simple bare municipal pier and then growing Into a major city, regional, national and International attraction with an Iconic profile that Is seen in all forms of media (Flim, TV, Ads, etc.), and visited by over 6 million every.year. The vision for the future of the Pier must always have an eye for the past as one must balance the modernization and needs for new generations, while still retaining the history and charm that has inspired many a Forest Gump to motor west across the country to reach the end of the pier. In creating the new guidelines and a new working relationship with the city departments the new vision needs to Incorporate a way to satisfy new development on the pier deck and review of existing spaces, providing more safety to visitors with a new bridge and limiting traffic, promotion of the site to Increase the number of visitors and to make them more engaged, and increasing the revenue Flow with branding and other new steams from new activities; while balancing out the need to keeping the outdoor Pier experience fun, exciting, and a place where one can have some solitude watching a sunset or a simple romantic stroll down the wooden planks. City of Santa Monica - Pier Restoration Corporation Applicant Page 3 of 3 Activities I AYSO - Coaching and Referring Girl Scouts USA Swimming 1. Areas of expertise: Strategic Planning,Policy Development,Flduciary Oversight,Event Management,Commitment to History and Character of the Santa Monica Pier 2. Specific experience demonstrating above expertise: Strategic Planning o My work experience of over 25 years in business includes a wide scope of for - profits from start-ups to working in top 100 Fortune companies, and also working with a non- pro0t. Regardless of size and mission they all have at the care a need to create strategic plans, business initiatives, and forecasting to provide the direction of the entity and creating the action footsteps to achieve the goals. I have the experience of working on a team and also overseeing Company planning functions in helping to write and present business plans, and strategic 3 -5 year plans. Policy Development D As the CFO and COO of Companies I have overseen the financial, HR, business affairs, other operation functions and departments, In each company one of my duties was to create policies for Internal controls that would satisfy audit requirements, develop personal policies, and also create general corporate guidelines to help make operations run more efficiently. Fiduciary Oversight 0I am an active CPA and also have been an officer of many Companies. In addition to the experience of having fiduciary oversight as the CFO and Officer of a Company, I also have experience of having oversight of pension funds, HR, and Investor relationships. My wide scope of business experience has Included many years of having to Insure a company0s compliance with federal, state, labor, and other regulatory agencies, along with reviewing of contracts and other commitments that would bind owners, partners, and shareholders. Event Management 0 1 have been in the entertainment industry for over 20 years and have helped management many different level of events Including Rhmous Retrofest which was a 3 day music concert and festival Qualifications at the Santa Monica Civic, and other industry event showcases. Most recently I was the chair of the Twilight Dance Series that as a team was able to produce the 2011 concerts. Commitment to History D As I state In the vision my family moved to Santa Monica In the 1930119 and has been In residence ever since. I have grown up with the Pier in my backyard providing me with a rich experience that creates a basis to looking to the future and my way of giving back for all the years of enjoyment 3. Personal qualities Identified In the criteria Include leadership, creativity, and Innovation as well as the ability to work effectively in a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: As a current member of the PRC board, I have worked with -in the framework of this large group to foster discussion and work as part of the team to come to decisions that would be the most beneficial to all parties involved. I also have chaired committees to help facilitate discussion and build team work and consensus on projects and policies. In my work experience as an officer and one that must not only create rules and guidelines, but enforce them, and abide by them, requires one to keep an open mind and ear to listen, and knowing when and how to compromise to reach a solution that balances everyoneDS needs and keeps the Integrity of the policy. We are all faced on a daily basis of working with In a team, and my life Is no different, from being part of a referring team for AYSO U10 girls, sitting on employee committees, to being on corporate boards discussing major decisions. In each of those situations you learn the more you work as a team to insure all partles are engaged, committed, and participate In the process the more productive and the end product or decision Is the better than any one Individual could achieve.. 4. Will you be able to commit the necessary time to perform your duties If appointed to the Board: Yes City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 • (310) 458 -8411 • TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Policy I Accessibility Policy I Contact Us City of Santa Monica - Piet Restoration Corporation Applicant . Page 1 of 2 H.M. I nenadmenlc ! Cit, Ch* I @saLd�Canmissbns /'Pier ftestaratian Corpaalion Rebecca Echevarria -Applicant for Pier Restoration Corporation Application Date: 1/13/2012 _..._-- .___- -- -_____ __- - - -o: AOVANCEe SEARCH SRe M1WP Public Contact Information Ar Areas of Expertise - Are s of E Strategic Planning, Policy Development, Fundraising,Marketing,Community s Outreach,Commitment to History and Character of the Santa Monica Pier Extensive background in planning and policy with a 25 year track record In resource communications, master and land use planning, environmental planning, strategic planning and development for multi - Areas of Expertise - use areas as well as public and private development. Fundralsing Detailed Description coordinator for various public and private projects in excess of 1 million dollars with MA in Organizational Leadership and working on PhD in International Psychology with emphasis on developing planning strategies that embrace communities to improve and create relationshlps with existing environment. The Pier Is such a tourist attraction, but it resides in Santa Monica. It needs to be treated as a community member and less as a waystop for tourists, by doing this the community takes an Interest in Its well being Vision for the Pier and preservation. Lake Tahoe has successfully done this and the residents their are sensitive to the needs of the lake and take ownership for it's health. I see this same attitude essential at the Santa Monica Pier. Able to Commit Time? Yes Background and education in planning and policy. Background in Examples Demonstrating Organizational Leadership and Fundralsing. Doing business In Santa Personal Qualities Monica. Background in International Psychology with understanding of how cultural needs are meet and communication Is created. Resides in Santa Monica? #Years Residence No Works In Santa Monica? ( Yes # Years Business ' 2 Previous Boards N/A 1. What are your goals in serving on the Interim Board of Directors? To establish the need for community understanding of the goals the board Is electing to undertake. It Is essential to have communities embrace the needs of a project, not only to get it accomplish, but to take care of It as If It were an actual part of the community through the years after it is completed. 2. What is your vision for the Pier and the role it plays in Goals Santa Monica and the region? The Pier is such a tourist attraction, but it resides In Santa Monica. It needs to be treated as a community member and less as a waystop for tourists. by doing this the community takes an Interest In its well being and preservation. Lake Tahoe has successfully done this and the residents their are sensitive to the needs of the lake and take ownership for it's health. I see this same attitude essential at the Santa Monica Pier. Activities _ Currently I am not involved in any other activities. 1. Areas of expertise: Strategic Planning,Policy Development ,Fundmising,Marketing,Community Outreach,Commitment to History and Character of the Santa Monica Pier 2. Specific experience demonstrating above expertise: Extensive background In planning and policy with a 25 year track record in resource communications, master and land use planning, environmental planning, strategic planning and development for multi -use areas as well as public and private City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 2 Qualifications development. Fundralsing coordinator for various public and private projects In excess of 1 million dollars with MA in Organizational Leadership and working on PhD In International Psychology with emphasis on developing planning strategies that embrace communities to Improve and create relationships with existing environment. 3. Personal qualities identified in the criteria include leadership, creativity, and innovation as well as the ability to work effectively In a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: Background and education In planning and policy. Background in Organizational Leadership and Fundralsing. Doing business In Santa Monica, Background In International Psychology with understanding of how cultural needs are meet and communication Is created. 4. Will you be able to commit the necessary time be perform your duties if appointed to the Board: Yes City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 • (310) 458 -8411 • TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Policy I Accessibility Policv I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 4 _— ADVANCED SEARCH ISITE MAP ' rg; Home I Dijisdmanig I env r.IPnr I Emu! Co H.IWo is I Pier Restoration CoMoraton Barbara Jean Stinchfield - Applicant for Pier Restoration Corporation Application Date: 1/16/2012 Public Contact Address: Information Business Contact Occupation: Retired. Information Areas of Expertise - Strategic Platt Hung ,Policy Development,Fiduclary Oversight,EVent Checkboxes Management,Marketing,Community Outreach Strategic Planning: I have led efforts In the past to plan for recreation uses on the non - avlatlon land at the Santa Monica Airport and develop a 415 Pacific Coast Highway Re -use Study. Both of these plans Involved developed sites which required Innovative strategies within signficant physical constraints. Community Outreach: I have overseen extensive community engagement processes when I was Director of Community and Cultural Development for the City. The first Initiative Involved the development of the Open Space Element and Recreation and Parks Master Plan where over 1,000 community members participated through focus groups, surveys and worksholps. Other community engagement processes that I was responsible for Included the non-aviation land use study at the SM Airport, many capital projects Including two new Civic Center parks,and the Annenberg Community Beach House. With each new project, the department I oversaw became increasingly sophisticated In the development of efffective workshops, the user of web -based technologies for surveys and updates and reviews by City Boards and Commissions. Policy Development: I have overseen the development of a number of policy documents including the City's Open Space Element, its first Recreation and Parks Master Plan, the Childcare Master Plan, the Youth Action Plan and the Homeless Action Plan, and the Urban Forest Master Plan. Ali of these processes Involved the development of vision statements, guiding principles, goals and Areas of Expertise - strategies. Most strategies of the 1997 Recreation and Parks Master Plan Detailed Description have been funded and constructed. Event Management: The Department of Community and Cultural Services has overseen a full range of community events - the most significant being the City's all night arts event, GLOW. Additional events under my purview Included the Santa Monica Festival, Jazz on the Lawn, cultural events at the Annenberg Community Beach House and smaller events at Vfrgfnfa Avenue Park. Important to the Pier, the Department also processes permits for private events including Cirque du Soleil (involving contract negotiations and monitoring). Fiduciary Oversight: At the time I left my position in December 2.011, I oversaw an annual operating budget of $47 million with three enterprise funds. This involved budget development for five divisions, Identification of new revenue generating strategies and ongong fiscal monitoring. In the last year, a new recreation pricing policy is projected to generate $300,000 In new General Fund revenues. In . addition, funds from private event and filming at the Beach House has souble over the prior year due to a refined sales and marketing strategy. Marketing: In addition to the ongoing monitoring of all Department programs and services, as Director I oversaw the creation of the marketing strategy for the new Annenberg Community Beach House. This included working with a firm on branding, the development of a graphic Identity, signage templates, messaging, a web -site and collateral materials. The success of these efforts can be seen in the high visibility of the Beach House, with Its ongoing marketing efforts getting increasing sophisticated with a -blast and social media. The Santa Monica Pier, its sign and ferrls wheel, can be seen when flying into LAX, coming south on PCH and nestled at the foot of Colorado - the new terminus of EXPO. As downtown and the Civic Center changes, so most the Pier. I see the preservation of this colorful and vital icon and its history as essential so that It continues to serve the diverse group of City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 4 today's users. Yet tomorrow's users will add something new to the mix and It will require an Integrated approach to planning to create something that is more than the sum of its parts. Visitors should not have to dodge cars, and services should be affordable but of a quality to Vision for the Pier attract new users. Service types must be balanced to achieve fiscal stability. The Pier is not a "blank slate" but physical changes, done incrementally, can provide new special places to enjoy the Incredible beauty of Santa Monica Bay, the beach and the mountains. Most imporantly, my vision includes renewed and Increased community stewardship to envision the Pier's full potential. Able to Commit Time? Yes Being a City department head has required a constant open mind, a listening attitude, a willingness to compromise and the ability to come up with solutions that balance competing needs. Leadership takes building the potential of those around you and providing autonomy to others so they can envision what is possible. Innovation takes a mind -set of being open to something you haven't even thought of and a reliance on stakeholders to vision together to Innovate. Usually all of these characteristics come into play at one time. Examples during my tenure Examples Demonstrating as Director of Community and Cultural Services was jumping through all Personal Qualities the hurdles to plan for and build the Annenberg Community Beach House, including negotiating a settlement agreement with the neighbors; working with North of Montana neighbors on a strategy for palm allees In the Urban Forest Master Plan; and developing community stewardship for the two new Civic Center parks that evolved Into two very exciting and innovative designs after several stops at regulatory commissions, Yet innovation is also a "state of mind" - a readiness to see opportunities when they arise and come up with solutions not previously developed. I have strived to have that "state of mind" throughout my career for all projects - large and small. Resides in Santa Monica? No # Years Residence Works In Santa Monica? Yes # Years Business 31 Previous Boards City staff to Recreation and Parks Commission and Urban Forest Master Plan Task Force. 1. What are your goals In serving on the Interim Board of Directors? My primary goal is to work collaboratively with Board colleagues, Pier staff and City staff to achieve a vision for the future. I would especially like to contribute my skills in community engagement processes and strategic planning. The goals set out for the interim Board are ambitious, and as such my commitment would be to "pitch in" wherever needed, providing my own unique perspective that would be grounded In a vital community engagement process. 2. What Is your vision for the Pier and the role It - plays in Santa Monica and the region? The Santa Monica Pier, its sign and ferds wheel, can be seen when flying into LAX, coming south on PCH and nestled at the foot of Colorado - the new terminus of EXPO. As Goals downtown and the Civic Center changes, so must the Pier. I see the preservation of this colorful and vital Icon and Its history as essential so that it continues to serve the diverse group of today's users. Yet tomorrow's users will add something new to the mix and it will require an Integrated approach to planning to create something that Is more than the sum of Its parts. Visitors should not have to dodge cars, and services should be affordable but of a quality to attract new users. Service types must be balanced to achieve fiscal stability. The Pier is not a "blank slate" but physical changes, done Incrementally, can provide new special places to enjoy the Incredible beauty of Santa Monica Bay, the beach and the mountains. Most imporantly, my vision includes renewed and Increased community stewardship to envision the Pier's full potential. I have served on numerous advisory bodies of the Santa Monica Malibu Activities Unified School District Including the early childhood advisory committee, the master facilities advisory committee, the Measure BB advisory committee and the Will Rogers Leadership Council, 1. Areas of expertise: Strategic Planning,Policy Development, Fiduciary Oversight,Event Management,Marketing,Community Outreach 2. Specific experience demonstrating above expertise: Strategic Planning: I have . led efforts In the past to plan for recreation uses on the non- avlation land at the Santa Monica Airport and develop a 415 Partite Coast Highway Re- City of Santa Monica - Pier Restoration Corporation Applicant Page 3 of 4 Qualifications use Study. Both of these plans involved developed sites which required innovative strategies within signficant physical constraints. Community Outreach: I have overseen extensive community engagement processes when I was Director of Community and Cultural Development forthe City. The first initiative. Involved the development of the Open Space Element and Recreation and Parks Master Plan where over 1,000 community members participated through focus groups, surveys and workshoips. Other community engagement processes that I was responsible for included the non - aviation land use study at the SM Airport, many capital projects Including two new Civic Center parks,arld the Annenberg Community Beach House. With each new project, the department I oversaw became Increasingly sophisticated in the development of efffective workshops, the user of web -based technologies for surveys and updates and reviews by City Boards and Commissions. Policy Development: I have overseen the development of a number of policy documents Including the City's Open Space Element, Its first Recreation and Parks Master Plan, the Childcare Master Plan, the Youth Action Plan and the Homeless Action Plan, and the Urban Forest Master Plan. All of these processes involved the development of vision statements, guiding principles, goals and strategies. Most strategies of the 1997 Recreation and Parks Master Plan have been funded and constructed. Event Management: The Department of Community and Cultural Services has overseen a full range of community events - the most significant being the City's all night arts event, GLOW. Additional events under my purview included the Santa Monica Festival, Jazz on the Lawn, cultural events at the Annenberg Community Beach House and smaller events at Virginia Avenue Park. Important to the Pier, the Department also processes permits for private events including Cirque du Solell (involving contract negotiations and monitoring). Fiduciary Oversight: At the time I left my position In December 2011, I oversaw an annual operating budget of $47 million with three enterprise funds. This Involved budget development for five divisions, Identification of new revenue generating strategies and ongong fiscal monitoring. In the last year, a new recreation pricing policy is projected to generate $300,000 in new General Fund revenues. In addition, funds from private event and filming at the Beach House has souble over the prior year due to a refined sales and marketing strategy. Marketing: In addition to the ongoing monitoring of all Department programs and services, as Director I_ oversaw the creation of the marketing strategy for the new Annenberg Community Beach House. This Included working with a firm on branding, the development of a graphic Identity, signage templates, messaging, a web -site and collateral materials. The success of these efforts can be seen in the high visibility of the Beach House, with its ongoing marketing efforts getting Increasing sophisticated with a -blast and social media. 3. Personal qualities identified in the criteria Include leadership, creativity, and innovation as well as the ability to work effectively in a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: Being a City department head has required a constant open mind, a listening attitude, a willingness to compromise and the ability to come up with solutions that balance competing needs. Leadership takes building the potential of those around you and providing autonomy to others so they can envision what is possible. Innovation takes a mind -set of being open to something you haven't even thought of and a reliance on stakeholders to vision together to Innovate. Usually all of these characteristics come into play at one time. Examples during my tenure as Director of Community and Cultural Services was jumping through all the hurdles to plan for and build the Annenberg Community Beach House, including negotiating a settlement agreement with the neighbors; working with North of Montana neighbors on a strategy for palm aliees In the Urban Forest Master Plan; and developing community. stewardship for the two new Civic Center parks that evolved Into two very exciting and Innovative designs after several stops at regulatory commissions. Yet innovation is also a "state of mind" - a readiness to see opportunities when they arise and come up with solutions not previously developed. I have strived to have that "state of mind" throughout my career for all projects - large and small. 4. Will you be able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 • (310) 458 -8411 • TTY (310) 917 -6626 Copyright 05 2009 City of Santa Monica. All flights Reserved. Disclaimer I Privacv Policv I Accessibility Polfcv I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 4 of 4 City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 2 ADVANCED SEARCH_ I SITE MAP Hoine I Depadirwift I Gly Clre,k I A Commissons I Pier ResloraHon Corporation Glenn Cooper - Applicant for Pier Restoration Corporation Application Date: 1/17/2012 Public Contact Information Business Contact Information Areas of Expertise - Checicboxes Fiduciary Oversight, FUndraising,Marketing,Community Outreach I have been very active at both my Temple and the SMMUSD's Roosevelt and Lincoln Schools. At my Temple I have served on a small committee overseeing the budget process for an organization with a Preschool, Elementary School and the Milken High School. I have been on the Board of Directors for more than 12 years and on the Board of Trustees since Areas of Expertise - 2010. I have helped raise money for SMMUSD through the Direct Detailed Description Investment program at Roosevelt Elementary School. I have also been a Real Estate Developer in Santa Monica for the last 7 years. My history in real estate has Included extensive retail leasing work as a leasing agent for Westwood Financial which owned more than 100 Southern California Shopping Centers. Additionally my wife owns a boutique Public Relations company specializing In Retail PR whose current clients Include Glendale. Galleria, Hollywood and Highland Center, and Craig Realty. I have been living in Santa Monica for over 20 years and am a native of Los Angeles - Santa Monica and the Pier hold a special position In my life. Today my kids love to ride the Rollercoaster and the Fen Is Wheel Vision for the Pier and my wife and I love to run on the pier In the middle of our beach jogs. I see the Pier continuing to act as a safe gathering place for all ages. My hope is that it continues to entertain families, draw locals and tourists from all over the globe and that it continues to provide a beautiful image of the essence of Santa Monica. Able to Commit Time? Yes To be a part of this unique group would be quite meaningful to me. My ability to hear all sides of an issue allow for me to help mediate solutions between often disparate parties. I ask questions and have a keen eye for Examples Demonstrating details concerning the economics and aesthetics of any project that I am Personal Qualities associated with. My professional career has focused on Real Estate and towards that end I seek out solutions, create and maintain relationships and put together business opportunities that serve to enrich my investors and the community in which we live. Resides in Santa Monica? E Yes # Years Residence 120 Werics In Santa Monica? I Yes # Years Business 17 Previous Boards n/a _ 1. What are your goals in serving on the Interim Board of Directors? My goal is to use my personal and professional skills and relationships to help the Pier to continue to play a strong role in the City of Santa Goals Monica. 2. What is your vision for the Pier and the role It plays In Santa Monica and the region? I have been living in Santa Monica for over 20 years and am a native of Los Angeles - Santa Monica and the Pier hold a special position In my life. Today my kids love to ride the Rollercoaster City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 2 City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 - (310) 458 -8411 • TN (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Policy I Accessibility Policv I Contact Us and the Ferris Wheel and my wife and I love to run on the pier in the middle of our beach jogs. I see the Pier continuing to act as a safe gathering place for all ages. My hope Is that it continues to entertain families, draw locals and tourists from all over the globe and that it continues to provide a beautiful image of the essence of Santa Monica. Fulfillment Fund, Stephen S Wise Temple (Board of Trustees, Executive Activities Board, Financial Oversight Committee), Santa Monica - Malibu Unified School District (Fundraising, Classroom Volunteer, Blke -Day Volunteer) 1. Areas of expertise: Fiduciary Oversight, FUndraising,Marketing,Community Outreach 2. Specific experience demonstrating above expertise: I have been very active at both my Temple and the SMMUSD's Roosevelt and Lincoln Schools. At my Temple I have served on a small committee overseeing the budget process for an organization with a Preschool, Elementary School and the Milken High School. I have been on the Board of Directors for more than 12 years and on the Board of Trustees since 2010. I have helped raise money for SMMUSD through the Direct Investment program at Roosevelt Elementary School. i have also been a Real Estate Developer in Santa Monica for the last 7 years. My history In real estate has included extensive retail leasing work as a leasing agent for Westwood Financial which owned more than 100 Southern California shopping Centers. Additionally my wife owns a boutique Public Relations company qualifications specializing In Retail PR whose current clients include Glendale Galleria, Hollywood and Highland Center, and Craig Realty. 3. Personal qualities Identified In the criteria include leadership, creativity, and Innovation as well as the ability to work effectively In a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: To be a part of this unique group would be quite meaningful to me. My ability to hear all sides of an Issue allow for me to help mediate solutions between often disparate parties. I ask questions and have a keen eye for details concerning the economics and aesthetics of any project that I am associated with. My professional career has focused on Real Estate and towards that end I seek out solutions, create and maintain relationships and put together business opportunities that serve to enrich my Investors and the community in which we live. 4. Will you he able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 - (310) 458 -8411 • TN (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Policy I Accessibility Policv I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 2 ,ypTsg I D,saftml, I City Qtr Qtk 10 erd Com 'o s f Pier Reef oralion Corporation Susan E. McCarthy - Applicant for Pier Restoration Corporation Application Date: 1/16/2012 ....._ -" --.. ADVANCED SEARCH I SITE MAF s Public Contact Information Business Contact Occupation! Retired Information Areas of Expertise - Strategic Planning,Policy Development,Fiduciary Checkboxes Ovemight,Fundraising,Community Outreach,Commitment to History and Character of the Santa Monica Pier In administrative positions with the City of Santa Monica (Director of Personnel, Director of Community and Cultural Services, Assistant City Manager and City Manager) I gained experience in Strategic Planning, formulation of Master Plans, development of municipal policy, outreach to the community, and fiduciary oversight of the City's finances. As Areas of Expertise - Director of Development at the Natural History Museum of Los Angeles Detailed Description County Foundation I was responsible for fundraising to support museum programs and am currently engaged in developing financial support for the Santa Monica Conservancy's initiatives. I have enjoyed the Santa Monica Pier since moving to California in the mid- 1970's, observed the renovation of the Carousel and reconstruction of the Pier after the great storm. I enjoy the eclectic mix of activities it offers and the diversity of the visitors it draws. The Pier must remain a widely recognized symbol of Santa Monica, Vision for the Pier generate revenue for its maintenance and operation, provide a safe and entertaining experience for residents and visitors and find an artful balance between nostalgic and current day activities and attractions. Able to Commit Time ? Yes I've been responsible for providing leadership, creativity and Innovation personally and for attracting those qualities in the staff I hired. I worked Examples Demonstrating effectively with colleagues, elected officials and staff during challenging Personal Qualities times. My work for the city could be largely characterized as balancing competing needs. My appreciation for those qualities and for the complexity of the challenges of public service was renewed recently during the work of the Urban Forest Master Plan Task Force. Resides in Santa Monica? Yes # Years Residence 25 Works In Santa Monica? Yes # Years Business 20 Previous Boards Urban Forest Master Plan Task Force A. What are your goals in serving on the Interim Board of Directors? To keep the Pier safe and viable financially while sustaining Its eclectic character and enhancing its attractions for residents and visitors alike. To encourage a collegial Interchange among Board members and with Goals the public as the planning process proceeds. 2. What is your vision for the Pier and the role It plays In Santa Monica and the region? The Pier must remain a widely recognized symbol of Santa Monica, generate revenue for Its maintenance and operation, provide a safe and entertaining experience for residents and visitors and find an artful balance between nostalgic and current day activities and attractions. Activities Board Member, Santa Monica Conservancy Docent, Annenberg Community Beach Clouse City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 2 Qualifications 1. Areas of expertise: Strategic Planning,Poilcy Development,Fiduciary Oversight,Fundraising,Community Outreach,Commitment to History and Character of the Santa Monica Pier 2. Specific experience demonstrating above expertise: In administrative positions with the City of Santa Monica (Director of Personnel, Director of Community and Cultural Services, Assistant City Manager and City Manager) I gained experience In Strategic Planning, formulation of Master Plans, development of municipal policy, outreach to the community, and fiduciary oversight of the City's finances. As Director of Development at the Natural History Museum of Los Angeles County Foundation I was responsible for fundraising to support museum programs and am currently engaged in developing financial support for the Santa Monica Conservancy's Initiatives, I have enjoyed the Santa Monica Pier since moving to California In the mld- 1970's, observed the renovation of the Carousel and reconstruction of the Pier after the great storm. I enjoy the eclectic mix of activities It offers and the diversity of the visitors it draws. 3. Personal qualities identified in the criteria Include leadership, creativity, and Innovation as well as the ability.to work effectively in a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: I've been responsible for providing leadership, creativity and Innovation personally and for attracting those qualities in the staff I hired. I worked effectively with colleagues, elected of elais and staff during challenging times. My work for the city could be largely characterized as balancing competing needs. My appreciation for those qualities and for the complexity of the challenges of public service was renewed recently during the work of the Urban Forest Master Plan Task Force. 4. Will you be able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica 1685 Main St., Santa Monica, CA 90401 • (310) 458 -8411 • TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer i Privacy Policy i Accessibility Policy I contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 3 Ho - 1 oe °anmPpNS / CiN Cluk I Board Canmis ' s I pier ResforeHon Corporilinn Ian Edward Novas - Applicant for Pier Restoration Corporation Application Date: 1/17/2012 ADVANCED SepRCHISITE MPP Public Contact information Areas of Expertise - Checkbo xes Strategic Planning,Policy Development ,Fundraising,Community Outreach My service on the board of a legal non - profit organization aas board member, Treasurer /CFO and President D provided me with experience in the Items checked above. During my term as CFO, I restructured our financial control policies and procedures, thereby revitalizing the organlzatlenos financial Infrastructure, which was critical to providing momentum for broader change in the organization. Following election as President, I broadened the reorganization initiative, focusing on strategic Areas of Expertise - planning,poiicy, fundraising, developing new programs and community Detailed Description outreach. As a result of a very successful fundraising Initiative, the organizationos financial position Improved significantly, enabling It to launch both a mediation program and a cancer legal resource center. At the same time the organization expanded Its outreach to stakeholders, welcoming prominent members of stakeholder communities onto the board. I also oversaw a thorough board review of the inner workings of the organizatfonos operations that resulted in critical policy Improvements, while respecting the legal staffns prerogative in case selection. My primary focus is that the Pier remains relevant, not only to Santa Monlcans, but also to the visitors that the city needs to attract to protect and enhance its economic health. Weave all seen once - popular places becomen mothballed[] because they have not retained their vitality and relevance. It Is, thus, Important that the Pier offers Its guests a mix of Vision for the Pier recreational activities that keeps in mind both the Interests of locals from the region as well as the increasingly diverse group of visitors from the US and the world. At the same time, one needs to balance this nand the congestion associated with having a popular Pier [] against the needs of local residents, whose support will be helpful to'the efforts needed to keep the Pier as a major attraction. Able to Commit Time? I Yes I have, In an earlier question referred to my experience on the board of a legal non - profit. It is relevant here as well. During my time with that organization nand, In particular, during my time as Treasurer /CFO and President 0 the organization transformed itself, not only offering new programs, but attaining a level of financial security It had never had before. While this certainly did not come about solely because of me, I doubt it would have happened without me. I pushed for revitalizing the organizatfonus financial infrastructure, instituting new financial controls. I shepherded the Board to a decision to hold a gala dinner, which, over time, became the primary annual fundraising activity. I was able to do this by not only building a coalition of board members In favor of the Examples Demonstrating event, but also by listening carefully to those board members who were Personal Qualities nervous about what the financial Impact of an unsuccessful event would be. I also had to deal with any number of difficult matters while President. One that is relevant here involved balancing a board memberus views against that of the legal staff. Not only was I able to move the board to a consensus supporting the legal staff, I also retained the support, for another term as president, of the hoard member concerned. Finally, while I believe my non -profit experience speaks most relevantly to the experience I would bring to the Interim Board, other aspects of:my background are Important. Given the current economic climate and the Importance of the Pier, my education and experience in Economics, and Public Policy will be particularly useful for service on the Interim Board. More specifically, I refer here to my Ph.D. in Economics City of Santa Monica - Pier Restoration Corporation Applicant . Page 2 of 3 (University of Pennsylvania, 1985), my Master of Public Policy (Kennedy School of Government, Harvard University, 1980), my experience working on a study of the economic effects of 9/11 on the small business sector In New York, and my experience as a senior executive in major accounting firms. Resides in Santa Monica? Yes # Years Residence 12 Works In Santa Monica? No # Years Business J 1. What are your goals In serving on the Interim Board of Directors? I see the Pier as one of the critical and vital focal points of social and community life in Santa Monica. One has only to look at how the revitalization of the Third Street Promenade affected the city to realize haw Important It Is that the Pier remains a place that attracts not only visitors, but also Santa Monicans. The Pier must, In short, continue to be relevant to locals and to visitors; while retaining Its historic dimension, It must remain fresh, not becoming dated In what if offers Its guests. With this In mind, my goals are, thus, essentlally twofold: 1. Have the Pier be an Increasing source of satisfaction to residents of Santa Monica, whether that be because it provides residents with better and /or Increasing opportunities for recreation or because it generates Increased business activity Uand associated tax revenue- by attracting tourists and Goals residents of LA County; and 2. Become an even better driver of appropriate tourist and general business activity. 2. What is your vision for the Pier and the role It plays In Santa Monica and the region? My primary focus is that the Pier remains relevant, not only to Santa Monicans, but also to the visitors that the city needs to attract to protect and enhance Its economic health. WeUVe all seen once- popular places becomeo mothballedri because they have not retained their vitality and relevance. It Is, thus, Important that the Pier offers Its guests a mix of recreational activities that keeps in mind both the interests of locals from the region as well as the Increasingly diverse group of visitors from the US and the world. At the same time, one needs to balance this nand the congestion associated with having a popular Pier D against the needs of local residents, whose support will be helpful to the efforts needed to keep the Pier as a major attraction. I have attended a number of meetings about the airport, and attend meetings, and am a member of, the Ocean Park Association. I am an Activities avid Farmerso Market participant ❑primarily the Ocean Park Farmerso Market- and followed with interest, the debate about criteria for selection of marketvendors. 1. Areas of expertise: Strategic Planning,Policy Development Fundraising,Community Outreach 2. Specific experience demonstrating above expertise: My service on the board of a legal non- profit organization Uas board member, Treasurer /CFO and President U provided me with experience In the items checked above. During my term as CFO, I restructured our financial control policies and procedures, thereby revitalizing the organizationps financial infrastructure, which was critical to providing momentum for broader change In the organization. Following election as President, I broadened the reorganization initiative, focusing on strategic pianning,policy, fundralsing, developing new programs and community outreach. As a result of a very successful fundralsing Initiative, the oi'ganizationDS financial position improved significantly, enabling it to launch both a mediation program and a cancer legal resource center. At the same time the organization Qualifications expanded its outreach to stakeholders, welcoming prominent members of stakeholder communities onto the board. I also oversaw a thorough board review of the Inner workings of the organizatlonns operations that resulted in critical policy Improvements, while respecting the legal staffos prerogative in case selection. 3. Personal qualities identified in the criteria Include leadership, creativity, and innovation as well as the ability to work effectively In a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: I have, in an earlier question referred to my experience on the bcaid of a legal non - profit. It is relevant here as well. During my time with that organization nand, in particular, during my time as Treasurer /CFO and President o the organization transformed Itself, not only offering new programs, but attaining a level of financial security It had never had before. While this certainly did not come about solely because of me, I doubt It would have happened without me. I pushed for City of Santa Monica - Pier Restoration Corporation Applicant Page 3 of 3 revitalizing the organizations financial infrastructure, instituting new financial controls. I shepherded the Board to a decision to hold a gala dinner, which, over time, became the primary annual fundraising activity. I was able to do this by not only building a coalition of board members In favor of the event, but also by listening carefully to those board members who were nervous about what the financial impact of an unsuccessful event would be. I also had to deal with any number of difficult matters while President. One that Is relevant here Involved balancing a board memberos views against that of the legal staff. Not only was I able to move the board to a consensus supporting the legal staff, I also retained the support, for another term as president, of the board member concerned. Finally, while I believe my non -profit experience speaks most relevantly to the experience I would bring to the Interim Board, other aspects of my background are Important. Given the current economic climate and the Importance of the Pier, my education and experience In Economics, and Public Policy will be particularly useful for service on the Interim Board. More specifically, I refer here to my Ph.D. in Economics (University of Pennsylvania, 1985), my Master of Public Policy (Kennedy School of Government, Harvard University, 1980), my experience working on a study of the economic effects of 9/11 on the small business sector In New York, and my experience as a senior executive in major accounting firms. 4. Will you be able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 - (310) 458 -8411 • TIY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Prfvacv Policv I Accessibility Policy I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 3 ome I p rim is I Cft Cle I Board Commissions I Pier Restoration Corporation Rae William Archibald - Applicant for Pier Restoration Corporation Application Date; 1/13/2612 Public Contact Information Business Contact Information Areas of Expertise - Strategic Planning,Policy Development,Fiduciary Checkboxes Oversight,Fundraising,Community Outreach,Commitmeat to History and Characterof the Santa Monica Pier a. Strategic planning responsibilities at the RAND Corporation Involving long -term business and research planning; directed various strategic planning exercises. Strategic planning responsibilities for the New York City Fire Department involving complex municipal requirements and management of a $375M annual budget. b. Participate In fundraising for OPCC, a local non - proflt social service agency that raises several million dollars per year in private funds. Created the first fundraising department at RAND and oversaw Its acUvltles until it grew enough to stand on Its own. c. Responsible for community relations for RAND for many years; dinner chair and participant In many local outreach activities; one member of the team representing RAND to the community during the creation of the Civic Center Specific Plan. d. Participant in both administrative and research policy development and execution at RAND, with responsibility for several specific policy areas. Participant In Areas of Expertise - policy development and execution at the New York City Fire Department, Detailed Description with specific responsibility for analytical support to the decisions about the allocation of firefighting resources. Participant in local policy development as a Board member at OPCC, the original Pier Restoration Corporation, and St.Johnus Health Center, e. Formal responsibility far. fiduciary oversight and compliance as Chief Financial Officer of RAND for nearly 26 years; responsible for budget and finance at the New York City Fire Department; fiduciary oversight responsibilities as a Board member of St.Johnos, OPCC (since 1984), and the original Pier Restoration Corporation. f. As a member of the PRC Board for approximately 15 years, participated In many studies, plans and decisions for aspects of the development of the Pier that brought new vitality to the Pier.while still maintaining Important historical characteristics and precedents. Involved in many decisions during those years that balanced a historical perspective and the Importance of preserving the atmosphere of a fishing and pleasure pier with the need to update and Improve services. The pier has become an International Icon, and that is good; but first and foremost It is a local place with a local history. Everything else builds from consideration of the local (Including regional) needs and preserving the opportunity for kids of all ages and families to enjoy the wonderful spirit that comes from a fun time by the sea. If we make it right for the Vision for the Pier locals, the tourists and others will follow. I envision cars off the deck and some additional educational, entertainment, service, play and food options, but most of all I envision a well - managed pier that has a Obuzzn as a place to serve a diverse set of visitors, from children to teenagers to young adults to families to seniors. That Is, a place to have fun where you want to return. Able to Commit Time? I Yes As Deputy Fire Commissioner of the New York City Fire Department I led an Innovative, analytic unit that improved the allocation of flreflghting resources in a time of great fiscal stress. This job required balancing City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 3 contentious competing needs for a very sensitive municipal service. At RAND I provided administrative and research management leadership for the Health Insurance Study, a multi -year, creative social experiment designed to test the effects of health care insurance coverage on health Examples Demonstrating care use and health status. As Chief Financial Officer at RAND I led Personal Qualities groups of various types that Involved many competing interests where creative problem- solving was required. Finally, sustainable service as a Board Member requires the ability to work effectively in a group setting, and service on the original PRC, OPCC and St.Johnos Boards has given me plentiful opportunities to do that, Resides in Santa Monica? No # Years Residence Works In Santa Monica? Yes # Years Business 38 Previous Boards Member, Board of Directors, Pier Restoration Corporation, 1985 -2001 1. What are your goals In serving on the Interim Board of Directors? t. Creation and implementation of an updated, sustainable plan for the development, operation and maintenance of the Pier that meets the needs of the community. 2. Creation of transparent and viable financial, operations and maintenance protocols for the operation of the Pier. 3. Make real progress in solving the ubiquitous infrastructure issues of the Pier, including the entrance and connections to the rest of the City, cars on the Pier, relationship to the parking lots, the breakwater, and professional, regular maintenance. 4. Creation of a long -term governance plan that provides for smooth operation of the Pier for the foreseeable future. 2. What is your vision for the Pier and the role it Goals plays In Santa Monica and the region? The pier has become an International icon, and that is good; but first and foremost it is a local place with a local history. Everything else builds from consideration of the local (including regional) needs and preserving the opportunity for kids of all ages and families to enjoy the wonderful spirit that comes from a fun time by the sea. If we make it right for the locals, the tourists and others will follow. I envision cars off the deck and some additional educational, entertainment, service, play and food options, but most of all I envision a well- managed pier that has a obuzzp as a place to serve a diverse set of visitors, from children to teenagers to young adults to families to seniors. That Is, a place to have fun where you want to return. Trustee, St.lohnos Health Center Foundation;former Member of the Activities Board of Directors and Chair, St.lohnus Health Center Member of the Board of Directors and former Chair, OPCC Former President, Santa Monica College Associates 1. Areas of expertise; Strategic Planning,Pollcy Development,Fiduclary Oversight,Fundraising,Community Outreach,Commitment to History and Character of the Santa Monica Pier 2. Specific experience demonstrating above expertise; a. Strategic planning responsibilities at the RAND Corporation Involving long -term business and research planning; directed various strategic planning exercises. Strategic planning responsibilities for the New York City Fire Department involving complex municipal requirements and management of a $375M annual budget. b. Participate in fundraising for OPCC, a local non -profit social service agency that raises several million dollars per year in private funds. Created the first fundraising department at RAND and oversaw Its activities until It grew enough to stand on Its own. c.- Responsible for community relations for Qualifications RAND for many years; dinner chair and participant In many local outreach activities; one member of the team representing RAND to the community during the creation of the Civic Center Specific Plan. d. Participant in both administrative and research policy development and execution at RAND, with responsibility for several speclflc policy areas. Participant in policy development and execution at the New York City Fire Department, with specific responsibility for analytical support to the decisions about the allocation of firefighting resources. Participant In local policy development as a Board member at OPCC, the original Pier Restoration Corporation, and St.Johnos Health Center. e. Formal responsibility for fiduciary oversight and compliance as Chief Financial Officer of RAND for nearly 20 years; responsible for budget and finance at the New York City Fire Department; fiduciary oversight responsibilities as a Board member of St.lohnos, OPCC (since 1984), and the original Pier Restoration Corporation. f. As a member of the PRC Board for City of Santa Monica - Pier Restoration Corporation Applicant Page 3 of 3 approximately 15 years, participated in many studies, plans and decisions for aspects of the development of the Pier that brought new vitality to the Pier while still maintaining important historical tharacteristics and precedents. Involved In many decisions during those years that balanced a historical perspective and the Importance of preserving the atmosphere of a fishing and pleasure pier with the need to update and improve services. 3. Personal qualities identified in the criteria include leadership, creativity, and innovation as well as the ability to work effectively In a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: As Deputy Fire Commissioner of the New York City rh a Department I led an Innovative, analytic unit that Improved the allocation of firefighting resources In a time of great fiscal stress, This job required balancing contentious competing needs for a very sensitive municipal service. At RAND I provided administrative and research management leadership for the Health Insurance Study, a multi -year, creative social experiment designed to test the effects of health care insurance coverage on health care use and health status. As Chief Financial officer at RAND I led groups of various types that Involved many competing Interests where creative problem - solving was.required. Finally, sustainable service as a Board Member requires the ability to work effectively In a group setting, and service on the original PRC, OPCC and StJohnns Boards has given me plentiful opportunities to do that. 4, Will you be able to commit the necessary time to perform your duties If appointed to tine Board: Yes City of Santa Monica - 1685 Main St„ Santa Monica, CA 90401 • (310) 458 -8411 , TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Policy I Accessibllity Policy I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 2 Home / neoa(Unenls / City Creik / U.rd Commissb s / Plar Resloratlon Cmpomtlan Jean McNeil Wyner . Applicant for Pier Restoration Corporation Application Date: 1/17/2012 n AWNVGEa SEARCH (SITE MAP ° Public Contact Information Business Contact Information Strategic Planning,Pollcy Development,Flduclary Areas of Expertise - Oversight,Fundraising,Event Management,Maiketing,Community Checkboxes Outreach ,Hospitality,colmnitment to History and Character of the Santa Monica Pier During the past 28 years in Santa Monica I have served on 20+ non - Areas of Expertise - profit Board of Directors and 2 City of Santa Monica Commissions. Detailed Description Proficiency in all of the above checked boxes is required to be a good Board member. The pler is a magnet that draws people to Santa Monica. Itns also a treasured destination for residents, who cherish ItDS history and Its historical midway. look. My vision includes a combination of developmental elements, financial elements, and a balancing of the needs of the City to make it self - supporting, the needs of the tenants for parking, and the needs of the community For a carefully developed space that Is attractive, inviting, including a variety of attractions. It Includes Vision for the Pier the completion of the gangway that will bring boats to the pier for sport fishing, scuba diving, whale watching, and slghtsee(ng of the coastline. It Includes the finding of a solution to the parking shortage, a removal of the parking from the pier deck and a development of a plan for the freed -up space that Includes an arcade of small unique shops, and a presence on the deck for the aquarium as well as other attractions.. It Includes a balance of events that bring business to the pier, and provide a variety of entertainment in keeping with the pieros setting adjacent to neighborhoods. Able to Commit Time? Yes In all of the Board of Directors I have participated I have been able to Examples Demonstrating work with the most challenging of people. I am creative, hard - working Personal qualities and respect all fellow board members and their opinions. I am open to new ideas and truly enjoy working within a group of people, Resides in Santa Monica? Yes # Years Residence 3 Works In Santa Monica? J Yes # Years Business 28 Previous Boards 1990 -1996 Santa Monica Convention and Visitors Board 1997 -2008 Pier Restoration Corporation 1. What are your goals In serving on the Interim Board of Directors? To focus on the Cityos need for the Pier to become self - sufficient financially while honoring the tenantos need for parking. To manage all the competing needs the pier presents with creative thinking to accomplish an upgrade that is historically sound, aesthetically pleasing, and welcomed by the tenants and the Community. 2. What Is your vision for the Pier and the role it plays in Santa Monica and the region? The pier Is a magnet that draws people to Santa Monica. ItDS also a treasured destination for residents, who cherish itns history and its historical midway look. My vision Includes a combination of developmental City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 2 City of Santa Monica � 1685 Main St., Santa Monica, CA 90401 - (310) 458-8411 • TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Polfcv I Accessibility Policy I Contact Us elements, financial elements, and a balancing of the needs of the City to make it self - supporting, the needs of the tenants for parking, and the needs of the community for a carefully developed space that is attractive, Inviting, Including a variety of attractions. It Includes the completion of the gangway that will bring boats to the pier for sport fishing, scuba diving, whale watching, and sightseeing of the coastline. It Goals Includes the finding of a solution to the parking shortage, a removal of the parking from the pier deck and a development of a plan for the freed -up space that Includes an arcade of small unique shops, and a presence on the deck for the aquarium as well as other attractions.. It Includes a balance of events that bring business to the pier, and provide a variety of entertainment in keeping with the pierns setting adjacent to neighborhoods. Salvation Army, Santa Monica Breakfast Club, Santa Monica Family Activities YMCA, Police Activities League, Connectons fw4 Children, Rotary Club of Santa Monica, Santa Monica Chamber of Commerce, Santa Monica College Advisory Board, Stevens House Scholarship Association. 1. Areas of expertise: Strategic Planning,Polley Development,Fiduciary _ Oversight,Fundralsing, Event Management Marketing,Community Outreach,Hospitality,Commitment to History and Character of the Santa Monica Pier 2. Specific experience demonstrating above expertise: During the past 28 years in Santa Monica I have served on 20+ non- profit Board of Directors and 2 City of Santa Monica Commissions. Proficiency In all of the above checked boxes is required to be a good Board member. 3. Personal qualities identified In the criteria Include Qualifications leadership, creativity, and innovation as well as the ability to work effectively in a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: In all of the Board of Directors I have participated r have been able to work with the most challenging of people. I am creative, hard - working and respect all fellow board members and their opinions. I am open to new ideas and truly enjoy working within a group of people. 4. Will you be able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica � 1685 Main St., Santa Monica, CA 90401 - (310) 458-8411 • TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Polfcv I Accessibility Policy I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 3 Horne I oea I�ie l I Cily Clark f Board Commissions I Pier ReOoraBon Corporation Barry A Fisher -Applicant for Pier Restoration Corporation Application Date: 1112/2012 Public Contact Information Business Contact Information Strategic Planning,Policy Development,Fiduclary Areas of Expertise - Oversight,Fundraising,Event Management,Marketing,Community Checkboxes outreach,Hospitality,Commltment to History and Character of the Santa Monica Pier Strategic Planning /Pollcy Development -have worked creatively on local, regional, national, international planning strategies for non profit groups including major events, including for U.S. Bicentennial, UCLA Royce Hail /Shoenberg Hall 3 -day concerts /seminars 50th Anniversary 3 AshGrove, and many other events. Fund Raising -have worked for decades on fundraistng Issues, regulation, public forum etc. have also worked on fund raising public Interest groups and events. Community outreach -have helped organize events and public support on local, " national, and International Issues for decades. Has Included support on environmental Issues. Have varied contacts locally, nationally, and Areas of Expertise - internationally. Event Management -over 30 years experience concert Detailed Description production, promotion. Also work on advocacy program design and management. Hospltallty- extensive experlence planning events, Including music, food, entertainment Fiduciary Oversight -serve as both state and federal court appointed receiver taking over assets of companies, oversight accounting, asset tracking, Interface with police agencies, work with victims, Including claims and distribution. Have worked with Cal. Dept, of Corp., S.E.C., Commodity Futures Trading Commission, police agencies. Marketing -am creative and think would be helpful to bring new ideas to the table on marketing, Including revenue development. Commitment History /Character -feel strongly about SM and particularly role Pier serves In both its history and preserving Its character. The Pier Is uniquely Santa Monica local but also significantly national and International. Drawing world tourism, it Is also one of a limited number of similar piers throughout the world. The national and international connections should be more a part of the Pier and the Pier experience. " Sister piers nationally and Internationally should be Identified and some exchangelidentifications should be explored. For example, flags, displays, programs featuring cities, countries of sister piers in association should be explored. Music competition judge for years with the International Federation of Festival Organizations (FIDOF), and In my work on public interest law Issues in many countries, I have developed contacts and have interest to help work on this. The Pier should have a Vision for the Pier place where theits history, particularly photos and other things are specifically featured, also some presentation about piers of the country /world that have some association with the Pier that should be created. Periodic presentations of music with assistance of consulates and tourist bds could take place. I have some Ideas how music could take place in MerryGeRound building. To extent leases come up for restaurants, food of world could be considered, and Important is public space for events, leases providing for occasional public event use of the space. Creative use of the Pier space for performance should be emphasized and I have some Ideas on this. For future revenue and public interest would be served by having harbor boat excursions from the Pier In vessels large enough to Insure significant Pier Income. City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 3 Able to Commit Time? Yes - Attached Is a resume. I have used multifaceted creative talents In the arts, law etc. I am a musician, a lawyer, have come Into situations cold and created successful programs. I have excelled at mastering and working in many different disciplines and become an expert advocate often involving history, linguistics, cultures and working closely with peoples from many backgrounds nationally and Internationally. I have Examples Demonstrating worked with many public bodies, city agencies of many cities, counties, Personal Qualities states, and International organizations. These Include LA County Regional Planning Commission, Ed of Supervisors, and the California Coastal Commission and have worked on master planning issues. I have worked in Native American law at the very beginning of the taw movement in the 60OS; In the early 700s I was one of 3 lawyers that began the Sierra Club Legal Defense Fund. My work has included many religious groups from east to west, Roma(so- called Gypsies), work on multinational treaty negotiations and more Resides in Santa Monica? l Yes # Years Residence 38 Works In Santa Modica No # Years Business Previous Boards Principal lawyer for Rent Control Board In Its first years defending the City Rent Control Law and Board. 1. What are your goals In serving on the Interim Board of Directors? To be part of a creative, energetic group to enliven and possibly reshape the SM Pier more consistent with the national and international destination SM has become in the 38 years I have lived here. 2. What is your vision for the Pier and the role it plays in Santa Monica and the region? The Pier Is uniquely Santa Monica local but also significantly national and International. Drawing world tourism, it Is also one of a limited number of similar piers throughout the world. The national and international connections should be more a part of the Pier and the Pier experience. Sister piers nationally and internationally should be identified and some exchange /Identificatlons should be explored. For example, flags, displays, programs featuring cities, countries of sister piers in association should be explored. Music competition judge for years with the Goals International Federation of Festival Organizations (FIDOF), and in my . work on public Interest law issues in many countries, I have developed contacts and have Interest to help work on this. The Pier should have a place where thefts history, particularly photos and other things are specifically featured, also some presentation about piers of the country/world that have some association with the Pier that should be created. Periodic presentations of music with assistance of consulates and tourist bds could take place. I have some ideas how music could take place In MerryGoRound building. To extent leases come up for ' restaurants, food of world could be considered, and Important Is public space for events, leases providing for occasional public event use of the space. Creative use of the Pier space for performance should be emphasized and I have some Ideas on this. For future revenue and public Interest would be served by having harbor boat excursions from the Pier In vessels large enough to Insure significant Pier Income. V.P. Community Affairs L.A. Rowing Club, Ed. MdR Rec. Boating Council, intemational, worked with non- profits, e.g, music, environmental, photography, disability rights, public speaker community events locally and Internationally, producer and musician at non profit public concerts Activities Including Grand Performaces, LA Festival on SM Pier, served on Bds, Westside Urban Forum, intemational Federation Festival Organizations (FIDOF), International Tremor Foundation, legal committee Heal the Bay. Raised 3 sons In Santa Monica, public school activities at their grammer, middle, high school, 38 years loving trips to SM Pier. 1. Areas of expertise: Strategic Planning,Pollcy, Development,Fiduciary Oversight,FUndralsing, Event Management,Marketing,Community Outreach,Hospitality,Commitment to History and Character ofthe Santa Monica Pier 2. Specific experience demonstrating above expertise: Strategic Planning /Pollcy Development -have worked creatively on local, regional, national, International planning strategies for non profit groups- Including major events, including for U.S. Bicentennial, UCLA Royce HaIVShcenberg Hall 3 -day concerts /seminars 50th Anniversary 3 AshGrove, and many other events. Fund Raising -have worked for decades on fundraising issues, regulation, public forum etc. have also City of Santa Monica - Pier Restoration Corporation Applicant Page 3 of 3 Qualifications worked on fund raising public Interest groups and events, Community Outreach -have helped organize events and public support on local, national, and International Issues for decades. Has included support on environmental Issues. Have varied contacts locally, nationally, and Internationally. Event Management -over 30 years experience concert production, promotion. Also work on advocacy program design and management. Hospitality- extensive experience planning events, including music, food, entertainment Fiduciary OVersight-serve as both state and federal court appointed receiver taking over assets of companies, oversight accounting, asset tracking, Interface with police agencies, work with victims, including claims and distribution. Have worked with Cal. Dept. of Corp., S.E.C., Commodity Futures Trading Commission, police agencies. Marketing -am creative and think would be helpful to bring new ideas to the table on marketing, including revenue development. Commitment History /Character -feel strongly about SM and particularly role Pier serves in both its history and preserving Its character. 3. Personal qualities Identified in the criteria include leadership, creativity, and Innovation as well as the ability to work effectively In a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: Attached Is a resume, I have used multifaceted creative talents in the arts, law etc. I am a musician, a lawyer, have come Into situations cold and created successful programs. I have excelled at mastering and working in many different disciplines and become an expert advocate often Involving history, linguistics, cultures and working closely with peoples from many backgrounds nationally and Internationally. I have worked with many public bodies, city agencies of many cities, counties, states, and International organizations. These Include LA County Regional Planning Commission, Bd of Supervisors, and the California Coastal Commission and have worked on master planning Issues. I have worked In Native American law at the very beginning of the law movement in the 60os; In the early 70OS I was one of 3 lawyers that began the Sierra Club Legal Defense Fund. My work has Included many religious groups from east to west, Roma(so - called Gypsies), work on multinational treaty negotiations and more 4. Will you be a ble to commit the necessary time to perform your duties If appointed to the Board: Yes City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 - (310) 458 -8411 - TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica, All Rights Reserved, Disclaimer I Privacv Policv I Accessibility Policy I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Pagel of 3 Hr e I Morrimmis f My MixX I Board Ga aiwsiam I Pier Restoration Corporaflon Judy Abdo - Applicant for Pier Restoration Corporation Application Date: 1/10 {2012 �... - - - -- r - AnVANceO SEgecH SITE AUF ati! Public Contact Information Areas of Expertise - Strategic Planning,P011cy Development,Fiduclary Checkboxes Overslght,Fundraising,Community outreach,Commitment to History and Character of the Santa Monica Pier Strategic Planning -- participation In Ocean Park Community Organization and SMMUSD strategic plans Fundralsing -- experience fundraising for numerous non - profits (Including the Twilight Dance Series) over many years Community Outreach - -was the Executive Director of the Ocean - Park Community Organization doing leadership development and community organizing for S years. Created the West Hollywood Farmers Market. Policy Development- -Served on City Council and participated and led policy development processes. As Director of Child Development for SMMUSD participate In policy development at the district level and warl< with State Legislators on funding policy. Chaired the Urban Forest Task Force which developed the policy document for the Urban Forest Master Areas of Expertise - Plan. Fiduciary oversight - -As SMMUSD Child Development Services Detailed Description Director responsible for budget of more than $8 million. Participated in developing budgets for the City of West Hollywood and the City of Santa Monica. Commitment to History and Character of the Santa Monica Pier- - My parents often visited the pier to dance during their high school years and talked about It during my childhood. I visited the pier weekly during summers in junior high and high school. I spent a lot of time on the pier In the 70's and 80's before the storms damaged it. Was an active member of the Pier Restoration Corporation Board when it was formed. Was a key supporter of the Twilight Dance Series and have attended most concerts from the beginning. Worked with Councilmembers and PRC Boardmembers and staff to fundralse and support the concerts when funds were needed. Participated in development of pier related curriculum for summer childcare programs. The Santa Monica Pier Is one of the most famous and beloved facilities In the City. The pier's success as a community and regional gathering place has grown out of the dedication of City staff, PRC staff, businesses on the pier, and community members who recognize that the pier is more than a business or a park or a place to have fun, It also represents the heart and soul of the City's history and connection with the ocean. The pier needs consistent, effective, and coherent marketing and promotion. The leasing process should be restructured to ensure that appropriate businesses are recruited, retained, and encouraged to be successful. The Vision for the Pier Twilight Dance Series and other pier events should be part of a coherent plan that Includes consistent funding, appropriate promotion and sponsorships, and a variety of activities to attract a diversity of pier users. I believe the pier should provide an enjoyable experience for people who can afford to spend significant amounts of money as well as for people Who want to visit the pier for Its activities even though they might not have the ability to spend much. Pier operations should play a leadership role in observing sustainable practices. Heal the Bay has provided opportunities for environmental education and should be encouraged to continue leadership on a broader scale. Able to Commit Time? Yes I have demonstrated leadership directing non-profit organizations, serving as a City Councllmember, serving as Mayor for two separate terms, chairing non - profit organizationos boards, chairing the Urban Forest Task Force, and directing a department within the School District. I am comfortable thinking outside the box and working within a group to share Ideas and develop new approaches to problems. I have experience working with various constituencies to bring them together and to craft City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 3 policies and activities that are acceptable to all. My most recent example Is chairing the Urban Forest Task Force. In the process, hundreds of residents expressed their Ideas and desires for the Future street trees on their blocks. As chair I was tasked with welcoming Input, educating the Examples Demonstrating public on the issues, and creating a safe place for public decision- making Personal Qualities on policies for City Council approval. A number of years ago I played a facilitative role In the issue of school funding, working with School District advocates and City Council and staff to craft an agreement that resulted In a significant Increase in financial support for children In schools. Resides In Santa Monica? Yes # Years Residence 37 Works In Santa Monica? Yes # Years Business 34 Mayor -- 1991,93,94 City Council -- 1988 -96 Pier Restoration Corporation-- Previous Boards founding member Metropolitan Water District Urban Forest Task Force- - Chair Main Street Business Improvement District 1. What are your goals In serving on the Interim Board of Directors? I would like to play a leadership role in the creation of a new entity to develop policies for oversight of pier operations and events. I would like to participate in developing new relationships among the City departments, pier management, and pier lessees. An Important goal Is to ensure that the members of the new board of the pier establish an efficient and effective structure to work together as a board, develop cooperative relationships with the local business organizations and the Chamber of Commerce, and create an organization that can be successful now and in future years as the pier evolves. Encouraging expansion of educational programs for students and supporting possible Internships for students are worthy goals for the new board. 2. What is - your vision for the Pier and the role It plays in Santa Monica and the region? The Santa Monica Pier is one of the most famous and beloved facilities In the City. The pier's success as a community and regional gathering place has grown out of the dedication of City staff, PRC staff, Goals businesses on the pier, and community members who recognize that the pier is more than a business or a park or a place to have fun, it also represents the heart and soul of the City's hlstmy and connection with the ocean. The pier needs consistent, effective, and coherent marketing and promotion. The leasing process should be restructured to ensure that appropriate businesses are recruited, retained, and encouraged to be successful. The Twilight Dance Series and other pier events should be part of a coherent plan that Includes consistent funding, appropriate promotion and sponsorships, and a variety of activities to attract a diversity of pier users. I believe tine pier should provide an enjoyable experience for people who can afford to spend significant amounts of money as well as for people who want to visit the pier for Its activities even though they might not have the ability to spend much. Pier operations should play a leadership role in observing sustainable practices. Heal the Bay has provided opportunities for environmental education and should be encouraged to continue leadership on a broader scale. Santa Monicans for Renter's Rights Steering Committee Exec Santa Monica Childcare Task Force Community for Excellent Public Schools Activities Santa Monica Human Relations Council Member - -Santa Monica Democratic Club Member - -Ocean Park Association Former Board Member of the Local Government Commission Former Chair of the Ocean Park Community Center Board 1. Areas of expertise: Strategic Planning,Pollcy Development,Flduciary Oversight,Fundraising,Community, Outmach,Commitment to History and Character of the Santa Monica Pier 2. Specific experience demonstrating above expertise: Strategic Planning -- participation in Ocean Park Community Organization and SMMUSD strategic plans Fundralsing -- experience fundralsing for numerous non - profits (Including the Twilight Dance Series) over many years Community outreach--was the Executive Director of the Ocean Park Community Organization doing leadership development and community organizing for 5 years. Created the West Hollywood Farmers Market. Policy Development -- Served on City Council and participated and led policy development processes. As Director of Child Development for SMMUSD participate In policy development at the district level and work with State Legislators on funding policy. Chaired City of Santa Monica - Pier Restoration Corporation Applicant Page 3 of 3 Qualifications the Urban Forest Task Force which developed the policy document for the Urban Forest Master Plan. Fiduciary Oversight - -AS SMMUSD Child Development Services Director responsible for budget of more than $8 million. Participated In developing budgets for the City of West Hollywood and the City of Santa Monica. Commitment to History and Character of the Santa Monica Pler - -My parents often visited the pier to dance during their high school years and talked about it during my childhood. I visited the pier weekly during summers in junior high and high school. I spent a lot of time on the pier in the 70's and 80's before the storms damaged It. Was an active member of the Pier Restoration Corporation Board when it was formed. Was a key supporter of the Twilight Dance Series and have attended most concerts from the beginning. Worked with Councilmembers and PRC Boardmembers and staff to fundraise and support the concerts when funds were needed. Participated in development of pier related curriculum for summer childcare programs. 3. Personal qualities IdentiFled In the criteria Include leadership, creativity, and Innovation as well as the ability to work effectively in a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: I have demonstrated leadership directing non - profit organizations, serving as a City Councilmember, serving as Mayor for two separate terms, chairing non - profit organizationos boards, chairing the Urban Forest Task Force, and directing a department within the School District. I am comfortable thinking outside the box and working within a group to share Ideas and develop new approaches to problems. I have experience working with various constituencies to bring them together and to craft policies and activities that are acceptable to all. My most recent example Is chairing the Urban Forest Task Force, In the process, hundreds of residents expressed their Ideas and desires for the future street trees on their blocks. As chair I was tasked with welcoming Input, educating the public on the Issues, and creating a safe place for public decision - making on policies for City Council approval. A number of years ago I played a facilitative role in the issue of school funding, working with School District advocates and City Council and staff to craft an agreement that resulted in a significant Increase in financial support for children in schools. 4. Will you be able to commit the necessary time to perform your duties If appointed to the Board: Yes City of Santa Monica - 1685 Main St., Santa Monica, CA 90401 • (310) 458 -8411 • TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Policy I Accessibility Policv I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 3 ADVANCED SEARCHISITE AIAP ' Home I ne - dmonis I UW U-6, / Roa¢t Co, m'ssions I Pier Restoration Corporation Samuel Morton Tolkin - Applicant for Pier Restoration Corporation Application Date: 1/9/2012 Public Contact Information Business Contact Information Areas of Expertise - Strategic Planning,Pollcy Cbeckboxes Development, Marketing ,Hospitality,Commitment to History and Character of the Santa Monica Pier With my background in architecture and urban design and planning, I have often been involved in developing plans which required my expertise In all those areas which I have checked so that the plans were . responsive to and resolved such Issues. I was the architect of record on the highly successful Matiox Property Development in Manhattan Beach, CA. This was a complex joint venture between the City of Manhattan Beach and a private developer, the Tolkin Group. My son Jon was the developer and my son Peter was the design architect. This project Included retail, restaurant, office and a boutique hotel over a 400 car City owned parking structure. While a planner and architect with the Sectel Corporation I was responsible for the analysis to establish the location of a totally new town in Ontario, Canada. The new town was to Areas of Expertise - respond to and satisfy needs both economic and environmental growing Detailed Description out of the development of a new steel mill near Lake Erie, The Haldlmand- Norfolk Study. These are just a couple but they especially required understanding strategic planning, policy development, marketing and hospitality. Specifically, with relation to the Santa Monica Pier, I have designed and co- ordlnated the construction of three projects. ' Two, by virtue of the Pierrs ownership and Landmarks status were joint ventures between the City and private individuals, i.e. the Billiard Building restoration and the second story addition to the Marlasol Restaurant at the end of the Pier. The third project was the Santa Monica Police sub - station. I believe this makes me singularly aware of the Issues of the Pier and Its development. I refer you to my website www.tolklnarctitects.com for more Information on my background and experience. I believe the Pier can continue to be a major regional, national and International attraction, providing revenue to the City, adding jobs not just on the Pier but in the City. I believe also that the Pier can be a Vision for the Pier major entertainment venue if we tackle the other issues which I have mentioned. It will take resolve by the Council and the Cityos administration. As we see an economic recovery over the next few years the Pier can achieve the kind of growth potential that I know exists. Able to Commit Time? Yes I think that I have demostrated in my chosen field and In my personal Examples Demonstrating relationships with others, clients and friends, that I genuinely care, am Personal Qualities creative and can workin within groups to help achieve mutually agreed upon goals. It is the nature of what I do In my work. Resides in Santa Monica? Yes # Years Residence 30 Works In Santa Monica? Yes # Years Business 36 Previous Beards I have not served on any City of Santa Monica Boards or Commissions but I have been asked some years ago by City staff to join the City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 3 City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 • (310) 458 -8411 . TTY (310) 917 -6626 Copyright 0 2009 City of Santa Monica. All Rights Reserved, Disclaimer I Privacy Policv I Accessibility Policv I Contact Us Landmarks Commission. 1. What are your goals in serving on the Interim Board of Directors? I am a 30+ year resident of the City of Santa Monica and have worked professionally In this city for more years than that. My three children all went to school In this city. I am firmly committed to this city and the enhancing the qualities that have made the Pier such a distinctive asset to it, Its inhabitants, the region and a worldwide visiting public. If appointed, I would, during my tenure, work to ensure the Plers continued preservation and protection. Also I would work to make it more user friendly, eco- friendly and energy efficient as well as address the parking and access Issues which have plagued Its usage. further and Goals foremost, new developments should be so structured as to make the Pier more economically viable, a true asset to our city. I believe that during my tenure on the Board I can help shape the policies that will achieve these goals. 2. What is your vision for the Pier and the role It plays in Santa Monica and the region? I believe the Pier can continue to be a major regional, national and International attraction, providing revenue to the City, adding jobs not just on the Pier but In the City. I believe also that the Pier can be a major entertainment venue if we tackle the other Issues which I have mentioned. It will take resolve by the Council and the Clty?s administration. As we see an economic recovery over the next few years the Pier can achieve the kind of growth potential that I know exists. I have been very Involved with my professional organization, the AIA. Currently, I am working with community leaders and merchants in Activities Venice, California as an architect and an urban planner to create a comprehensive parking proposal including an automated parking structure that will ameliorate the parking issues crippling the Abbot Kinney commercial area and its surroundings. 1. Areas of expertise: Strategic Planning,POlicy Development, Marketing,Hospitality,Commitment to History and Character of the Santa Monica Pier 2. Specific experience demonstrating above expertise: With my background in architecture and urban design and planning, I have often been involved In developing plans which required my expertise In all those areas which I have checked so that the plans were responsive to and resolved such issues. I was the architect of record on the highly successful Matlox Property Development In Manhattan Beach, CA. This was a complex joint venture between the City of Manhattan Beach and a private developer, the Tolkin Group. My son Jon was the developer and my son Peter was the design architect. This project Included retail, restaurant, office and a boutique hotel over a 400 car City owned parking structure. While a planner and architect with the Bectel Corporation I was responsible for the analysis to establish the location of a totally new town In Ontario, Canada. The new towmwas to respond to and satisfy needs both economic and environmental growing out of the development of a new steel mill near Lake Erie, The Haldlmand- Norfolk Study. These are just a couple but they especially Qualifications required understanding strategic planning, policy development, marketing and hospitality. Specifically, with relation to the Santa Monica Pier, I have designed and co- ordlnated the construction of three projects. Two, by virtue of the PierUs ownership and Landmarks status were joint ventures between the City and private individuals, i.e. the Billiard Building restoration and the second story addition to the Marlasol Restaurant at the end of the Pier. The third project was the Santa Monica Police sub- statlon. I believe this makes me singularly aware of the issues of the Pier and Its development. I refer you to my website www.talkinarctitects.com for more information on my background and experience. 3. Personal qualities Identified In the criteria Include leadership, creativity, and innovation as well as the ability to work effectively In a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: I think that I have demostrated In my chosen field and in my personal relationships with others, clients and friends, that I genuinely care, am creative and can workin within groups to help achieve mutually agreed upon goals. It is the nature of what 1 do in my work. 4. Will you be able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 • (310) 458 -8411 . TTY (310) 917 -6626 Copyright 0 2009 City of Santa Monica. All Rights Reserved, Disclaimer I Privacy Policv I Accessibility Policv I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 3 of 3 City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 3 Home 1 Departments f City C[e,k I board Comntlsslons i Pier Res[orallon Corporation John Michael Pacheco - Applicant for Pier Restoration Corporation Application Date: 1/6/2012 Public Contact Information Business Contact Information Areas of Expertise - Strategic Planning,Fundraising,Event Managerneat,Marketing,Community checkboxes Outreach,Commitment to History and Character of the Santa Monica Pier a 35 year veteran of the American Red Cross and more recently after serving as Chapter Executive Officer for the Red Cross of Santa Monica I have had the opportunity to oversee the development of a wide range of community projects, programs, coalitions and events here In Santa Monica. I have created several strategic plans for our local chapter, have conducted extensive fundralsing campaigns Involving everything thing from grant writing, direct mail program, bequest planning, major gifts acquisition as well as a variety of special fundralsing events including the very successful annual "Red Tie Celebrity Gala ". In the area of event management II have overseen a wide variety of community events from the annual "Santa Monica Pet Preparedness fair" to annual Business Disaster Planning programs. I have coordinated several large fundralsing Areas of Expertise - events for a variety of local and national disaster efforts as well as a Detailed Description variety of local fundralsing events here in Santa Monica such as the :Family Fun Night that was held for several years on the :Piero. As Executive Director and as former Disaster Adminlstratorforthe American Red Cross I have overseen a significant number of both local and national disaster operations which require substantial event/project management and planning ability. In the area of marketing I have had the opportunity to launch a wide array of marketing Initiatives both in the public awareness and fundralsing fields. As a proud past non- profit executive here in Santa Monica, an ongoing member of both the Santa Monica Rotary Club as well as our Chamber of Commerce and as the CEO of a new Santa Monica area business, I am honored to have the opportunity apply for this commission working to help keep alive and well the historical significance and viability Of one of our communities greatest assets. Its "Pier'. Without a doubt the Santa Monica Pier has become a one of the most widely recognized symbols of the "Southern California" lifestyle and in particular a very effective component of the Santa Monica "Brand ". The role It pays as a recreation destination and resource to families and Vision for the pier Individuals across the greater Los Angeles basin is very significant. Clearly it supports a wide array or recreational activities and serves as an Important marketing tool for attracting visitors to the west side through its historically recognizable link to the "California beach community" way of life. My vision is simply to ensure that this Incredible resource will be here for future generations to enjoy and utilize. Able to Commit Time? Yes As the CEO for our local Red Cross chapter I have had the opportunity to work with and provide leadership through a wide array of efforts and projects in this community. During my career here In Santa Monica I have been able to build one of the most successful Red Cross chapters in the United States receiving recognition For our chapter at the state and national level. I was able to recruit one of the most respected and effective Boards of Directors of any nonprofit here in Santa Monica and City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 3 did so by demonstrating commitment to effective delivery of vital services and by fostering an inclusive and collaborative environment for staff, volunteers and partners. The disaster readiness organization the I Examples Demonstrating helped to co- found(SMOAID) pulls together over 50 Santa Monica Personal Qualities organizations, businesses and city departments in one of the most effective partnerships of Its kind anywhere in California and has been recognized as such. This spirit of collaboration, commitment to community involvement and demonstrated leadership are qualities I can bring to this commission. Resides in Santa Monica? No # Years Residence Works In Santa Monica? Yes # Years Business 8 Previous Boards (None 1. What are your goals in serving on the Interim Board of Directors? Promote the ongoing development of an effective and strategically sound plan for the utilization and continued restoration of one of our communities greatest community resources. 2. What Is your vision for the Pier and the role It plays in Santa Monica and the region? Without a doubt the Santa Monica Pier has become a one of the most widely recognized symbols of the "Southern California" lifestyle and in particular Goals a very effective component of the Santa Monica "Brand'. The role it pays as a recreation destination and resource to families and Individuals across the greater Los Angeles basin is very significant. Clearly It supports a wide array or recreational activities and serves as an Important marketing tool for attracting visitors to the west side through its historically recognizable link to the "California beach community" way of life. My vision is simply to ensure that this Incredible resource will be here for future generations to enjoy and utilize. Past Executive Director Amerclan Red Cross of Santa Monica Co -Chair SMOAID (Santa Monica Organizations Active In Disaster) Member Santa Activities Monica Rotary Club Member Santa Monica Chamber of Commerce ( Application 116 /12) Volunteer Disaster Administrator-American Red Cross Disaster and First Ald /CPR Instructor 1. Areas of expertise: Strategic Planning, Fundraising, Event Management,Mariceting,Community Outreach,Commitment to History and Character of the Santa Monica Pier 2. Specific experience demonstrating above expertise: a 35 year veteran of the American Red ' Cross and more recently after serving as Chapter Executive Officer far the Red Cross of Santa Monica 1 have had the opportunity to oversee the development of a wide range of community projects, programs, coalitions and events here In Santa Monica. I have created several strategic plans for our local chapter, have conducted extensive fundralsing campaigns Involving everything thing from grant writing, direct mail program, bequest planning, major gifts acquisition as well as a variety of special fundraising events Including the very successful annual "Red Tie Celebrity Gala ". In the area of event management II have overseen a wide variety of community events from the annual "Santa Monica Pet Preparedness fair" to annual Business Disaster Planning programs.I have coordinated several large fundraising events Qualifications for a variety of local and national disaster efforts as well as a variety of local fundraising events here in Santa Monica such as the : Family Fun Night that was held for several years on the :Piero. As Executive Director and as former Disaster Administrator for the American Red Cross I have overseen a significant number of both local and national disaster operations which require substantial event/project management and planning ability. In the area of marketing I have had the opportunity to launch a wide array of marketing Initiatives both In the public awareness and fundraising gelds. As a proud past non- profit executive here in Santa Monica, an ongoing member of both the Santa Monica Rotary Club as well as our Chamber of Commerce and as the CEO of a new Santa Monica area business, I am honored to have the opportunity apply for this commisslori working to help keep allve and well the historical significance and viability of one of our communities greatest assets. Its "Pier ". 3. Personal qualities Identified in the criteria Include leadership, creativity, and innovation as well as the ability to work effectively In a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: As the CEO for our local Red Cross chapter I have had the opportunity to work with and City of Santa Monica - Pier Restoration Corporation [Applicant Page 3 of 3 provide leadership through a wide array of efforts and projects In this community. During my career here in Santa Monica I have been able to build one of the most successful Red Cross chapters In the United States receiving recognition for our chapter at the state and national level. I was able to recruit one of the most respected and effective Boards of Directors of any nonprofit here in Santa Monica and did so by demonstrating commitment to effective delivery of vital services and by fostering an inclusive and collaborative environment for staff, volunteers and partners. The disaster readiness organization the I helped to co- found(SMOAID) pulls together over 50 Santa Monica organizations, businesses and city departments in one of the most effective partnerships of Its kind anywhere in California and has been recognized as such. This spirit of collaboration, commitment to community involvement and demonstrated leadership are qualities I can bring to this commission. 4. Will you be able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica • 3685 Main St., Santa Monica, CA 90401 • (310) 458 -8411 • TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Policy I Accessibility Policy l Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 4 Home I Deoartmenis I City C e f Board Commissbns I Pler Reelorenon Corporation John B Catoe Jr -Applicant for Pier Restoration Corporation Application Date: 12/31/2011 ADVANCED SEARCH I SITE MAP Public Contact Information Business contact Information Areas of Expertise - Strategic Planning,Policy Development,Fiduciary Checkboxes Oversight, fundraising,Marketing,Community Outreach,Commltment to History and Character of the Santa Monica Pier Over the past thirty plus years, I have had the opportunity to contribute to the extension and enhancement of public transportation locally and at a national level. Through these positions, I have been responsible for executive -level strategic planning, policy development, and budgetary oversight including my role as the General Manager (GM) of the Washington Metropolitan Area Transit Authority (WMATA), Deputy Chief Executive Officer for the Los Angeles County Metropolitan Transportation Authority (Metro), Director of Transportation for the Santa Monica Big Blue Bus and Director of Operations for the Orange County Transportation Authority (OCTA). While the GM for the WMATA, I provided oversight for a $2 billion annual budget and more than ten thousand employees. My most significant contributions In DC, as they relate to the Interim Board position, were my abllity to secure$ 3 billion funding through Congress for capital Infrastructure improvements and the reduction of Agency administrative costs. My key contributions at Metro were also related to operating costs which tracked lower than the consumer price Index for the first time In two years As a seventeen year , resident of Santa Monica, 1 have experienced the community as a ' resident and as an industry professional working closely with the City of Areas of Expertise - Santa Monica, the City Council and Bayside Business District to Improve Detailed Description the quality of life for our residents. I provided leadership and vision to Orange County as the Director of Operations for the OCTD where I lead key initiatives to change transit operations. Under my leadership Santa Monica Municipal Bus Lines officially became the DBIg Blue Busp with a new identity and was ranked first in operations efficiency in 1997 and _ 1998 by an Independent study out of the University of North Carolina at Charlotte. It also won the American Public Transportation Association award for Outstanding Public Transit Agency on two occasions. Additionally, the transit agency developed a strategic plan which Included Increased service frequency which resulted In a ridership increase from 17 million In 1996 to 22 million In 2000. Under my leadership, plans for a facility and fleet expansion, Including a new administration building and a state -of- the -art maintenance facility utilizing cleaner burning, liquefied natural gas were developed and Implemented. I played a key role In the development of the Santa Monlcaos downtown transit mall where I encouraged community involvement and feedback through the facilitation of over 30 town hall meetings. Finally, I understood the Important role of light rail service connecting Pasadena to East Los Angeles in supporting the cityos tourism initiatives. I piloted the Gold Line between the two destinations which Improved Mertens visibility and offered expanded support for the tourist attractions. My vision is to ensure that the Pier continues to provide the community with a globally recognized, historical landmark with continually evolving, contemporary activities that support families, tourists, visitors and the community at large. The joining of two piers, one created in 1.909 and the other in 1916, symbolized the merging of infrastructure with amenities. What followed, the carousel, ballroom, roller rink, etc. were City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 4 just the beginning of over 100 years of progressive change to meet the needs of the community. My vision will be to capitalize on the work of the past and to create a strategic plan with supporting Infrastructure, i.e. Vision for the Pier policies, resources and operational plan, which will ensure the viability of the Pier Into the future. Included in this vision are the environmental sustainability, recreational activities, proper maintenance, and an economic powerhouse for the community and managing the expected increase of users once the light rail system Is complete. Able to Commit Time? Yes In addition to the leadership skills previously noted, I have served In several voluntary positions Including Chair of Leadership APIA, the American Public Transportation AssociationCS premier professional development program designed to develop and support the next generation of leaders of in the public transportation Industry and I was awarded the Transit Manger of the year in 2009 for the impact of my work on a national basis. I served as a member on the Executive Committee of The National Conference for Community Justice and I was honored to be recognized with a Humanitarian award in 2002, 1 served on the City of Santa Monica Lincoln Avenue taskforce and a three year member of the Washington Metro Chapter of the American Heart Associatlon is Executive Committee. The challenge of leading a large, complex agency or a small voluntary committee is multi - facetted. This Examples Demonstrating includes the ability to engender effective working relationships across the Personal Qualities organization and within the larger community, a keen sense of people, an understanding of how to effectively and persuasively lead Individuals and teams, and the ability to connect with people at all levels of the organization. All of my positions provided this level of Intricacy. A salad example of my ability to lead, apply creativity and innovation while working effectively with groups is illustrated in my collaboration with the WMATA Board, the DC community and on Capitol Hill. Because WMATA does not have a dedicated funding source, I spent countless hours preparing for and communicating the funding issues to members of Congress. At the same time, I engaged the WMATA Board, a tH- state, politically appointed group, to consider the needs of WMATA ahead of political Interests to ensure the future safety and sustainablllty of the system. Finally, my leadership team and I frequently met with employees and the community through town hall meetings to solicit feedback that could be applied In reaching solutions. Resides in Santa Monica? J Yes # Years Residence I Y4 Works In Santa Monica? ( Yes # Years Business 8 Previous Boards City of Santa Monica Representative on LADOT Lincoln Corridor Task Force 2004 1. What are your goals in serving on the Interim Board of Directors? My goal for serving on the Board of Directors is simple. I have a passion for the City of Santa Monica and I want to apply my skills as a seasoned leader to help the interim board build on the past success of the Pier Restoration Corporation as we develop strategic Initiatives with underlying policies, resources and initiatives to create a sustainable future. I have lived In Santa Monica with my son for seventeen years in a place we both call ?home ?. We have shared many hours on the pier enjoying recreation, entertainment, gatherings with friends and family and just enjoying all the pier has to offer. When I briefly left Santa Monica to serve as the General Manager for WMATA, I maintained my home, voting privileges and residency because I knew I would not be Goals gone for more than a few years. Returning was always my goal, as is giving back to the community. I Intend to apply over three decades of experience to enhance environmental sustainabillty, recreational experiences for residents and tourists and to build on past activities to ensure a financially sustainable future. 2. What is your vision for the Pier and the role it plays in Santa Monica and the region? My vision Is to ensure that the Pier continues to provide the community with a globally recognized, historical landmark with continually evolving, contemporary activities that support families, tourists, visitors and the community at large. The joining of two piers, one created in 1909 and the other in 1916, symbolized the merging of Infrastructure with amenities. What followed, the carousel, ballroom, roller rink, etc. were just the beginning of over 100 years of progressive change to meet the needs of the City of Santa Monica - Pier Restoration Corporation Applicant Page 3 of 4 community. My vision will be to capitalize on the work of the past and to create a strategic plan with supporting Infrastructure, i.e. policies, resources and operational plan, which will ensure the viability of the Pier into the future. Included In this vision are the environmental sustalnablllty, recreational activities, proper maintenance, and an economic powerhouse for the community and managing the expected Increase of users once the light rail system is complete. Activities I Member,Board of Director, Project Independence - Costa Mesa Past ' member, Executive Committee, American Heart Assocation, Qualifications 1. Areas of expertise: Strategic Planning,Policy Development,Fiduciary Oversight ,Fundraising,Marketing,Community Outreach,Commitment to History and Character of the Santa Monica Pier 2. Specific experience demonstrating above expertise: Over the past thirty plus years, I have had the opportunity to contribute to the extension and enhancement of public transportation locally and at a national level. Through these positions, I have been responsible for executive -level strategic planning, policy development and budgetary oversight including my role as the General Manager (GM) of the Washington Metropolitan Area Transit Authority (WMATA), Deputy Chief • Executive Officer for the Los Angeles County Metropolitan Transportation Authority (Metro), Director of Transportation for the Santa Monica Big Blue Bus and Director of Operations for the Orange County Transportation Authority (OCTA). While the GM for the W MATA, I provided oversight for a $2 billion annual budget and more than ten thousand employees. My most significant contributions in DC, as they relate to the Interim Board position, were my ability to secure$ 3 billion funding through Congress for capital Infrastructure Improvements and the reduction of Agency administrative costs. My key contributions at Metro were also related to operating costs which tracked lower than the consumer price Index for the first time in two years As a seventeen year resident of Santa Monica, I have experienced the community as a resident and as an Industry professional working closely with the City of Santa Monica, the City Council and Bayside Business District to Improve the quality of tire for our residents. I provided leadership and vision to Orange County as the Director of Operations for the OCTD where I lead key initiatives to change transit operations. Under my leadership Santa Monica Municipal Bus Lines officially became the OBig Blue BnsO with a new Identity and was ranked first in operations efficiency In 1997 and 1998 by an Independent study out of the University of North Carolina at Charlotte. It also won the American Public Transportation Association award for Outstanding Public Transit Agency on two occasions. Additionally, the transit agency developed a strategic plan which included increased service frequency which resulted in a ridership Increase from 17 million in 1998 to 22 million in 2000. Under my leadership, plans for a facility and fleet expansion, Including a new administration building and a state -of- the -art maintenance facility utilizing cleaner burning, liquefied natural gas were developed and implemented. I played a key role in the development of the Santa Monicalls downtown transit mall where I encouraged community involvement and feedback through the facilitation of over 30 town hall meetings. Finally, I understood the Important role of light rail service connecting Pasadena to East Los Angeles in supporting the cityOs tourism initiatives. I piloted the Gold Line between the two destinations which Improved Metrons visibility and offered expanded support for the tourist attractions. 3. Personal qualities identified in the criteria include leadership, creativity, and Innovation as well as the ability to work effectively in a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: In addition to the leadership skills previously noted, I have served In several voluntary positions including Chair of Leadership APTA, the American Public Transportation Assoclationrls premier professional development program designed to develop and support the next generation of leaders of in the public transportation industry and I was awarded the Transit Manger of the year in 2,009 for the Impact of my work on a national basis. I served as a member on the Executive Committee of The National Conference for Community Justice and I was honored to be recognized with a Humanitarian award In 2002, I served on the City of Santa Monica Lincoln Avenue taskforce and a three year member of the Washington Metro Chapter of the American Heart Associatlonns Executive Committee. The challenge of leading a large, complex agency or a small voluntary committee Is multi- facetted. This Includes the ability to engender effective working relationships across the organization and within the larger community, a keen sense of people, an understanding of how to effectively and persuasively lead Individuals and teams, and the ability to connect with people at all levels of the City of Santa Monica - Pier Restoration Corporation Applicant Page 4 of 4 organization. All of my positions provided this level of Intricacy. A solid example of my ability to lead, apply creativity and Innovation while working effectively with groups Is Illustrated In my collaboration with the WMATA Board, the DC community and on Capitol Hill. Because WMATA does not have a dedicated funding source, I spent countless hours preparing for and communicating the funding Issues to members of Congress. At the same time, I engaged the WMATA Board, a tri- state, politically appointed group, to consider the needs of WMATA ahead of political Interests to ensure the future safety and sustalnablllty of the system. Finally, my leadership team and I frequently met with employees and the community through town hall meetings to solicit feedback that could be applied In reaching solutions. 4. Will you be able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 - (310) 458 -8411 • TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved, Disclaimer I Privacy Policy I Accessibility Policv I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 2 H--I D d 1 1 CCy cIe I E d C .IA I Ple, RestoraHOn Corporation Tim Kittleson -Applicant for Pier Restoration Corporation Application Date: 12/29/2011 ADVANCED SEARCH i &TE AIAP ' Public Contact Address: Information I Business Contact Occupation: Volunteer consultant to non- profits Information Areas of Expertise - Strategic Planning,Pollcy Development,Fundmising,EVent Checkboxes Management, Marketing, Community Outreach ,Hospitality,Commltment to History and Character of the Santa Monica Pier As executive director of the American Film Market 1902- 1998)and subsequently the UCLA Film & Television Archive (1999 - 2006)1 have extensive experience In managing non - profit organizations that includes successes in the above categories. I also spent ten years working in International marketing In New York, London and Paris. For the past six Areas of Expertise - years I have worked with various non - profit organizations as a volunteer Detailed Description consultant with speciflc focus on mentoring senfor staff, board governance, board development and fund development. Past and current clients include Doheny Eye Institute, US Vets, Santa Monica Bay Keeper, Los Angeles Childcare and Development Council. In 2010120111 was the interim Presfdent /CEO of The Wellness Community In West Los Angeles for seven months, the founding chapter of what Is now the largest non- profit cancer support organization In the US. I was raised In Manhattan Beach, four blocks from Its pier, so I have a deep understanding of what such an edifice means to a beach Vision for the Pier community. My vision for the Santa Monica Pier Is to successfully be both a public treasure as well as a sustainable business, serving all constituents. Able to Commit Time? ( Yes ' I would offer my experience as Executive Director of the American Film Market (AFM), specifically bringing this event to Santa Monica in 1991. For the ensuing years I worked closely with City Manager and departments (police, Traffic, Fire, Facilities, etc.), merchants, hotels, cinemas and restaurants - to assure the on -going success of this event. Also my ten years on the SMCVB Board allowed a continuation of these Examples. Demonstrating relationships providing a deep understanding and appreciation of how Personal qualities public and private entitles In Santa Monica can successfully come "I together. While SMCVB Chair championed the AM Santa Monica" training program focusing on excellence and cultural sensitivity in the local service industry. While Executive Director of the UCLA Film & Television Archive I successfully interacted as a liaison between the university and local community groups regarding several major building projects as well as directing many cultural events on campus and in the community. Resides in Santa Monica? Yes # Years Residence I30 Works In Santa Monica? I Yes # Years Business 16 Previous Boards ( Convention and Visitors Bureau 1998 - 2009; CVB Chair - 2007 -2009 1. What are your goals In serving on the Interim Board of Directors? Contribute in developing a new pathways for the pier; perpetuate Its success as an Iconic symbol and Invaluable public asset while keeping in mind that all projects and services must serve residents, businesses and visitors alike; support the PRC staff and contribute to the PRC Board with my extensive experience with non - profit organizations; promote City of Santa Monica - Piet Restoration Corporation Applicant Page 2 of 2 Goals sustainability and the uniqueness of Santa Monica. 2. What is your vision for the Pier and the role it plays in Santa Monica and the region? I was raised in Manhattan Beach, four blocks from Its pier, so I have a deep understanding of what such an edifice means to a beach community. My vision for the Santa Monica Piet' is to successfully be both a public treasure as well as a sustainable business, serving all constituents, Santa Monica College Academy Of Entertainment and Technology Advisory Board; Santa Monica College Broad Stage Opening Committee; Member, Santa Monica Conservancy; Member, Los Angeles Conservancy; Activities Member, Academy of Motion Picture Arts and Sciences (AMPAS); Board Director, British Academy of Film and Television Arts /Los Angeles (BAFTA /LA); Volunteer, Executive Service Corps of Southern California (ESCSC) 1. Areas of expertise: Strategic Planning,POiicy Development,Fundralsing,Event Management,Marketing,Community outreach, HOSPItality,COmmitment to History and Character of the Santa Monica Pier 2, Specific experience demonstrating above expertise: As executive director of the American Film Market 1982- 1998)and subsequently the UCLA Fllm & Television Archive (1999-2006)1 have extensive experience in managing non - profit organizations that includes successes in the above categories. I also spent ten years working in international marketing in New York, London and Paris. For the past six years I have worked with various non -profit organizations as a volunteer consultant with specific focus on mentoring senior staff, board governance, board development and fund development. Past and current clients Include Doheny Eye Institute, US Vets, Santa Monica Bay Keeper, Los Angeles Childcare and Development Council. In 2010/20111 was the Interim President /CEO of The Wellness Community In West Los Angeles for seven months, the founding chapter of what Is now the largest non- profit cancer support organization in the US. 3. Personal qualities Qualifications Identified in the criteria Include leadership, creativity, and Innovation as well as the ability to work effectively In a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: I would offer my experience as Executive Director of the American Film Market (AFM), specifically bringing this event to Santa Monica in 1991. For tike ensuing years I worked closely with City Manager and departments (police, Traffic, Fire, Facilities, etc.), merchants, hotels, cinemas and restaurants - to assure the on -going success of this event. Also my ten years on the SMCVB Board allowed a continuation of these relationships providing a deep understanding and _ appreciation of how public and private entitles In Santa Monica can successfully come together. While SMCVB Chair championed the "I AM Santa Monica" training program focusing on excellence and cultural sensitivity In the local service Industry. While Executive Director of the UCLA Film & Television Archive I successfully interacted as a liaison between the university and local community groups regarding several major building projects as well as dfmcdng many cultural events on campus and in the community. 4. Will you be able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica - 1685 Main St., Santa Monica, CA 90401 - (310) 458 -8411 • TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacv Policy I Accessibility Policy I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page I of 2 Home J Dopariments I Girt Ckik i Effled C relnne t Piet Reslorafion Corporation Raymond E Braun - .Applicant for Pier Restoration Corporation Application Date: 12/2112011 --- ...... -. ;g. ADVANCED SEARCH I SITE MAP Public Contact Information Address: Business Contact Information Areas of Expertise- Strategic Planning Checkboxes During my career as a land use economist, I have been completely focused on entertainment development projects. 1 have contributed to the planning of many of the most significant entertainment and cultural projects In the US and internationally including Universal Studios Areas of Expertise - (worldwide), Legoland(woridw(de), J Paul Getty Center, California Detailed Description Academy of Sciences, Coney Island redevelopment, Yerba Buena Gardens(San Francisco), LA Live and many others. In these assignments over a 40 year career, I have participated in hundreds of master planning exercises for large and smaller scale developments for private, non profit, and public clients. The Santa Monica Pier has always been an iconic property. It has a national image. It is a major visitor destination component for Santa Vision for the Pier Monica. It Is a significant asset for the City, which generates substantial economic benefits. All of these powerful attributes should be reinforced and strengthened in the master plan, which will outline the future for the pier. Able to Commit Time? Yes I was the leader of the Entertainment Practice for Economics Research Associates(ERA), a leading international land use economics firm. ERA was the premier firm specializing In economic planning for entertainment development, with unparalleled experience in recreation attraction development. ERA was sold to Aecom in 2007. In 2010 1 started Entertainment + Culture Advisors(ECA) with two partners. ECA is exclusively focused on economic planning for the development of entertainment and cultural projects. I am a 20+ year member of the Examples Demonstrating Urban Land I1lstitute(ULI), and International Association of Amusement Personal qualities Parks and Attracti0ns(IAAPA). I was one of the founding members of ULI's Entertainment Development Council. I served on the Strategic Planning Committee of IAAPA. I have been a speaker at major industry conferences many times for organizations including ULI, IAAPA, and IAFE In the US, Europe, and Asia. On a personal note, for 25+ years my wife and I have ridden our bikes on every possible Sunday morning from the Pacific Palisades to Venice and back. On this ride we have gotten a close up view of every new aspect of the evolution of the Pier. We are also big fans of the Thursday night Dance Serles In the summer. Resides In Santa Monica? No # Years Residence Works In Santa Monica? I No #Years Business Previous Boards None 1. What are your goals in serving on the Interim Board of Directors? A Icey focus for the Interim Board will be to produce a master plan for the development and future operation of the pier, I feel that my experience in planning major entertainment projects worldwide can be a significant City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 2 Goals benefit to this process. My goal for my participation on the Board Is to bring my experience and strategic insights to the Pier master plan. 2. What Is your vision for the Pier and the role it plays In Santa Monica and the region? The Santa Monica Pier has always been an iconic property. It has a national image. It is a major visitor destination component for Santa Monica. It is a significant asset for the City, which generates substantial economic benefits. All of these powerful attributes should be reinforced and strengthened in the master plan, which will outline the future for the pier. Activities 1. Areas of expertise: Strategic Planning 2. Specific experience demonstrating above expertise: During my career as a land use economist, I have been completely focused on entertainment development projects. I have contributed to the planning of many of the most significant entertainment and cultural projects in the US and Internationally including Universal Studios(woridwide), Legoland (worldwide), I Paul Getty Center, California Academy of Sciences, Coney Island redevelopment, Yerba Buena Gardens(San Francisco), to Live and many others. In these assignments over a 40 year career, I have participated in hundreds of master planning exercises for large and smaller scale developments for private, non profit, and public clients. 3. Personal qualities identified in the criteria Include leadership, creativity, and Innovation as well as the ability to work effectively in a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: I was the leader of the Entertainment Practice for Economics Research Associates(ERA), a leading International land use economics firm. ERA was the premier firm Qualfficatfons specializing In economic planning for entertainment development, with unparalleled experience in recreation attraction development. ERA was sold to Aecom In 2007. In 2010 I started Entertainment+ Culture Advisors(ECA) with two partners. ECA is exclusively focused on economic planning for the development of entertainment and cultural projects. I am a 20+ year member of the Urban Land institute(ULI), and International Association of Amusement Parks and Attractions(IAAPA). I was one of the founding members of ULI's Entertainment Development Council. I served on the Strategic Planning Committee of IAAPA. I have been a speaker at major Industry conferences many times for organizations including ULI, IAAPA, and IAFE In the US, Europe, and Asia. On a personal note, for 25+ years my wife and I have ridden our bikes on every possible Sunday morning from the Parlor Palisades to Venice and back. on this ride we have gotten a close up view of every new aspect of the evolution of the Pier. We are also big fans of the Thursday night Dance Series In the summer. 4. WIII you be able to commit the necessary tme to perform your duties if appointed to the Board: Yes City of Santa Monica - 1685 Main St., Santa Monica, CA 90401 • (310) 458 -8411 - TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer I Privacy Palicv I Accessibility Policy I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 2 Florae f Bepari acls i C.IV Clerk I Board Cmmissions / Pier Restoration Corporation Neil Carrey -Applicant for Pier Restoration Corporation Application Date: 12 {10(2011 Public Contact Information Business Contact ®® Information Areas of Expertise - Strategic Planning,POilcy Development,Fiduclary Checkboxes overslght,Fundraising,Community Outreach,Commitment to History and Character of the Santa Monica Pier Having served on a number of nonprofit Boards for more than 40 years and with advisory committees for the SMMUSD andf as a Recreation and Parks Commission, I have been actively Involved In stragterlc planning and policy development for many years for these organizations. I also served on the 100 Anniversary of the Pier Committee and participated in strategic planning. As a business attorney for more than 43 years, I have also worked with clients on strategic planning for my clients. I have extensive experience In funraising having served on more than 10 nonprofit Boards and as President of the university of Pennsylvania Alumni Society of Southern California, where I was actively involved in fundraising activities and also was involoved in fundraising for the school Areas of Expertise - district. I have been Involved with community outreach in the City of Detailed Description Santa Monica for many years, Including as a Recreatilen lk Parks Commissioner; Member of the 100th Annibersary of the Pier Committee; Chair of numerous school dlsrtrict advisory committees; Board Member of several Santa Monica based nonprofits and as a coach for over 15 years of youth sports. As an accountant by education and having served on many nonprofit Boards and in an officer capacity of most of them, I have substantial experience with fiduciary oversight, In addition, one of the areas of expertise in my law practice is representing nonprofits where I have advised many Boards of gduciary oversight requirements and obligatlosm As an active member of the 100th Anniversary of the Pier Committee, I have demonstrated my commitment to the history and charcter of the Pier. To revitalize the Pier while still maintaining the Historical significance; to Vision for the Pier have the Pier become economically viable and less dependent on support from the City. But most of all, to maintain the Pier as an important destination for visitors and residents a like. Able to Commit Time? I Yes I believe my more than 12 years on the Recreation and Parks Commission, Including serving as it Chair for part of my tenure, has clearly demonstrated these qualities. For 30 years, I have also served on Examples Demonstrating numerous advisory committees for the SMMUSD and served as Chair for Personal Qualities some of the time I served on these committees for most of them, further demonstrates this. Finally, my track record as a Board member and Officer of a number of nonprofit organizations further demonstrates these qualities. Resides in Santa Monica? Yes # Years Residence 32 Works In Santa Monica? (tdo #' Years Business Previous Boards I Recreation & Parks Commission (12 years) City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 2 Goals 1. What are your goals in serving on the Interim Board of Directors? To have the Pier become economically viable; to revitalize the Pier; to expand community activities and to take a leadership role in helping to restructure the operation and oversight of the Pier. 2. What is your vision for the Pier and the role It plays In Santa Monica and the region? To revitalize the Pier while still maintaining the Historical significance; to have the Pier become economically viable and less dependent on support from the City. But most of all, to maintain the Pier as an Important destination for visitors and residents a like. Past President and Board Member of Santa Monica PAL; Chair of Activities Economic Feasiibility Committee for the SMMUSD; Vice Chair of the Prop 39 Bond Oversight Committee for the SMMUSD. 1. Areas of expertise: Strategic Planning,Policy Development,flduciary, Ovemight,Fundraising,Community outreach,Commitment to History and Character of the Santa Monica Pier 2. Specific experience demonstrating above expertise: Having served on a number of nonprofit Boards for more than 40 years and with advisory committees For the SMMUSD andf as a Recreation and Parks Commission, I have been actively Involved in stragteric planning and policy development for many years for these organizations. I also served on the 100 Anniversary of the Pier Committee and participated In startegic planning. As a business attorney for more than 43 years, I have also worked with clients on strategic planning for my clients. I have extensive experience in funrafsing having served on more than 10 nonprofit Boards and as President of the University of Pennsylvania Alumni Society of Southern California, where I was actively Involved in fundraising activities and also was involoved in fundraising for the school district. I have been Involved with community outreach in the City of Santa Monica for many years, Including as a Recreatllon & Parks Commissioner; Member of the 100th Annibersary of the Pier Committee; Chair of numerous school disrtrict advisory committees; Board Member of several Santa Monica based nonprofits Qualifications and as a mach for over 15 years of youth sports. As an accountant by . education and having served on many nonprofit Boards and in an officer capacity of most of them, I have substantial experience with fiduciary oversight. In addition, one of the areas of expertise in my law practice is representing nonprofits where I have advised many Boards of fiduciary oversight requirements and obligatiosn. As an active member of the 100th Anniversary of the Pier Committee, I have demonstrated my commitment to the history and charcter of the Pier. 3. Personal qualities identified In the crlteria Include leadership, creativity, and innovation as well as the ability to work effectively in a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: I believe my more than 12 years on the Recreation and Parks Commission, including serving as it Chair for part of my tenure, has clearly demonstrated these qualities. For 30 years, I have also served on numerous advisory committees for the SMMUSD and served as Chair for some of the time I served on these committees for most of them, further demonstrates this. Finally, my track record as a Board member and Officer of a number of nonprofit organizations further demonstrates these qualities. 4. Will you be able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica • 1685 Main St., Santa Monica, CA 90401 - (310) 458 -8411 - TTY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights Reserved. Disclaimer l Privacy Policv l- Accessibility Policv I Contact Us City of Santa Monica - Pier Restoration Corporation Applicant Page 1 of 2 1Wme l Ii4nad�. I OW_Gjpd( I B M C t I Piet Restoration Corpor.V. Michael C. Dubin - Applicant for Pier Restoration Corporation Application Date: 12/12/2011 Public Contact Information Areas of Expertise - Checkboxes Strategic Planning, Policy Development, Hospitality ._11 I am currently in the hospitality Industry, assisting a variety of restaurant concepts with their expansion needs and real estate strategies. I have initiated over 10 restaurant leases in Santa Monica over the past 24 months. I was in the real estate development business Areas of Expertise - for over 10 years, developing Price Club shopping centers throughout the Detailed Description United States prior to their merger with Costco. I have extensive policy development and strateglc'planning skills as former Chair of the Hollywood Chamber of Commerce and former Chair of the Hollywood PAC for the LA CPA. I was the former Chair of the Growing Place Board, a Santa Monica pre- school on 4th Street. The Pier needs to be upgraded to the 21st century. Parking needs to be removed from the pier deck. New tenants that attract both locals and tourists alike need to be sought after. A merchandising plan that incorporates both the existing leasing opportunities and all potential new Vision for the pier leasing opportunties (when parking leaves the deck) needs to be developed. A new bridge that better Incorporates pedestrian access should be a priority. The Pier Is a worldwide brand that needs to serve bath the tourist and the locals who visit it. Increasing local visits and length of stay is a must. Able to Commit Time? I Yes Examples Demonstrating As a memeber of the current board, I have worked effectively in this Personal qualities particular group setting, along with other many other boards I have served on. Resides in Santa Monica? I Yes # Years Residence 126 Works In Santa Monica? Yes # Years Business 19 Previous Boards Current member of the Pier Restoration Corporation Board. i. What are your goals In serving on the Interim Board of Directors? My Initial goals are to be. part of the process in developing new leasing guidelines, amending the current bylaws (if necessary) and reviewing the existing services agreement. Additionally, a long term merchandising plan for the pier needs to be developed. 2. What is your vision for the Pier and the role It plays In Santa Monica and the region? The Pier needs Goals to he upgraded to the 21st century. Parking needs to be removed from the pier deck. New tenants that attract both locals and tourists alike need to be sought after. A merchandising plan that incorporates both the existing leasing opportunities and all potential new leasing opportuntles (when parking leaves the deck) needs to be developed. A new bridge that better incorporates pedestrian access should be a priority. The Pier Is a worldwide brand that needs to serve both the tourist and the locals who visit it. Increasing local visits and length of stay is a must. Activities AYSO, Lincoln Middle School and SAMO High PTSA, former Chair Hollywood Chamber of Commerce, USC Alumni Association, CEPS 1. Areas of expertise: Strategic Planning, Policy Development, Hospitality 2. Specific experience demonstrating above expertise: I am currently in the hospitality industry, assisting a variety of restaurant concepts with City of Santa Monica - Pier Restoration Corporation Applicant Page 2 of 2 Qualifications their expansion needs and real estate strategies. I have initiated over 10 restaurant leases In Santa Monica over the past 24 months. I was In the real estate development business for over 10 years, developing Price Club shopping centers throughout the United States prior to their merger with Costco. I have extensive policy development and strategic planning skills as former Chair of the Hollywood Chamber of Commerce and former Chair of the Hollywood PAC for the LA CRA. I was the former Chair of the Growing Place Board, a Santa Monica pre - school on 4th Street. 3. Personal qualities identified in the criteria Include leadership, creativity, and Innovation as well as the ability to work effectively in a group setting and an ability to balance competing needs. Provide examples of how you have demonstrated these qualities: As a memeber of the current board, I have worked effectively in this particular group setting, along with other many other boards I have served on. 4. Will you be able to commit the necessary time to perform your duties if appointed to the Board: Yes City of Santa Monica - 1685 Main St., Santa Monica, CA 90401 , (310) 458 -8411 -'RY (310) 917 -6626 Copyright © 2009 City of Santa Monica. All Rights. Reserved. Disclaimer I Privacy Policy I Accessibility Policy I Contact Us ATTACHMENT B STAFF RECOMMENDATIONS REGARDING APPOINTMENT TO THE INTERIM PIER BOARD To assist Council with the appointments to the interim Pier Board, staff from the City Manager's Office, Office of Pier Management, and Housing and Economic Development reviewed the applications and interviewed each of the 21 candidates. Staff was very impressed with the caliber and quality of the candidates. The candidate pool includes people who have been very involved with City activities for many years, as well as people who are new to City involvement, yet have distinguished themselves in activities that complement the work of the interim board. In considering the candidates, staff considered the qualities of leadership, demonstrated ability to work in a group- setting, professional expertise, and appreciation of the Pier's historical character and community significance. Staff also considered the candidates' ability to focus on strategy and big picture opportunities, as well as the more detailed work of developing policies and guidelines, their ability to find common ground among disparate viewpoints, and their availability and passion for committing significant time to the work of the board. Given the outstanding quality of the candidates, staff considered how to build a board with diverse areas of experience and expertise related to the board's workplan. One consideration is whether to appoint existing PRC Board members to the new interim board. Four of the sitting PRC Board members applied to serve on the interim board. All have distinguished themselves with their service to the Pier and to Santa Monica and possess experience and expertise that would benefit the work of the interim board. However, in order to clearly establish a new identity and direction for the board that is distinct from that of the PRC Board, staff recommends that the interim board not include sitting members of the PRC Board. However, in order to ensure that the history of the Pier and these applicants' experience are a part of the board's considerations, staff recommends that the interim board invite the four sitting board members to participate in committees or task forces that will likely be needed to help the board tackle its workload. Further, given the quality and expertise of the entire candidate pool, staff recommends that all of the candidates who are not appointed to the board be invited to participate in committees or task forces. With the framework above, staff recommends that the Council consider appointing the following applicants to the interim Pier board (alphabetical order): 1 Judy Abdo: Ms. Abdo is a former Councilmember and Mayor, was a founding member of the PRC Board, and has served on a variety of Santa Monica -based boards and steering committees, including most recently as the chair of the Urban Forest Task Force. Of particular importance to the new interim board is Ms. Abdo's understanding of the history and character of the Pier and Santa Monica. Rae William Archibald: Mr. Archibald has served as a Senior Consultant for the RAND Corporation for many years and also served as a Deputy Commissioner for the New York City Fire Department. In addition to his professional expertise, Mr. Archibald has served on several local boards, including 16 years on the PRC Board during the 1980s and 1990s. Of particular importance to the new interim board is Mr. Archibald's expertise in fiduciary oversight and policy development and execution, as well as his understanding of the history and character of the Pier. Raymond E. Braun: For many years, Mr. Braun led the entertainment practice for Economics Research Associates (ERA), a premier land -use economics firm that established itself as an international leader in economic planning for retail /dining/ entertainment/events destinations. While at ERA, Mr. Braun worked on many critical entertainment and cultural projects, including Yerba Buena Gardens in San Francisco, the Getty Center, and the California Academy of Sciences. Mr. Braun received the top recommendation from both the Chamber of Commerce and the Pier Lessee's Association, as well as a recommendation from the Convention and Visitors Bureau. Of particular importance to the new interim board is Mr. Braun's expertise in economically and financially feasible master planning for multi- faceted community and cultural destinations. Neil Carrey: Mr. Carrey's distinguished law career has included work for small businesses similar to those on the Pier. Mr. Carrey also has professional training and experience in business and accounting. He has served on a variety of non - profit and community boards, including 12 years on the Recreation and Parks Commission, as well as service on the Pier Centennial Committee. Of particular importance to the new interim board is Mr. Carrey's passion for the history of Santa Monica and the Pier, as well as his professional and volunteer experience working with a great diversity of stakeholders. John Catoe: Mr. Catoe served as general manager of the Washington Metropolitan Area Transit Authority, one the nation's most respected transit agencies. Before taking the helm in DC, Mr. Catoe held transit leadership roles in Los Angeles, Santa Monica, and Orange County. In these roles, he has been recognized for his visionary and strategic leadership. Of particular importance to the new interim board is Mr. Catoe's transportation expertise, which will be critical for creating linkages to the Pier in the master plan. 2 Misti Kerns: Ms. Kerns is the President and CEO of the Santa Monica Convention and Visitors Bureau. In that capacity, she has led the development of many key hospitality programs and projects, including "I Am Santa Monica," the Santa Monica Visitors Guide, and the "best at beach experience" brand promise. Ms. Kerns is recognized for her ability to promote tourism and the visitor experience in a way that respects Santa Monica's unique character and needs. The board of the Convention and Visitors Bureau recommended her appointment to the board. Of particular importance to the new interim board is Ms. Kern's expertise in marketing, events, and integrating the Pier into the broader Santa Monica experience for locals and visitors alike. Susan McCarthy: Ms. McCarthy served the City in a variety of leadership positions, including as City Manager, and was the director of development for a public museum foundation. She recently served on the Urban Forest Master Plan Task Force. In these roles, Ms. McCarthy was widely recognized for her leadership and analytical skills, as well as her ability to work effectively with a wide variety of stakeholders. Of particular importance to the new interim board is Ms. McCarthy's expertise and experience in bringing disparate viewpoints together and finding common ground for moving forward. Ian Edward Novos: Mr. Novos is an economist for KMPG. He served for many years on the board of a disability rights non - profit organization, including terms as President and Treasurer /CFO. In those capacities, he worked on an overhaul of the organization's financial structure, implemented new fundraising initiatives, and enhanced collaboration among board members. Of particular importance to the new interim board is Mr. Novos' expertise and experience in analytics, policy, fundraising and board dynamics. John Michael Pacheco: Mr. Pacheco recently retired after eight years as Executive Director of the American Red Cross of Santa Monica. In that role, he was responsible for rebuilding the board, enhancing partnerships with other organizations and the community, creating profit centers, developing expanded marketing programs and increasing sponsorships and fundraising. Of particular importance to the new interim board is Mr. Pacheco's experience and expertise with creating strong, relevant and financially sound non - profit organizations. Barbara Jean Stinchfield: Ms. Stinchfield recently retired as the City's Director of Community and Cultural Services. In that role, she was responsible for the City's parks, beach, human services, community programs, and cultural affairs. Ms. Stinchfield has been responsible for some of the most beloved current and future community spaces in Santa Monica, including the Annenberg Community Beach House, Palisades Garden Walk and the Beach Improvement Group projects. She is a recognized leader for her ability to create public spaces that work for all types of people. Of particular importance 3 to the new interim board is Ms. Stinchfield's ability to synthesize the needs of various groups into programs, policies, and projects that effectively serve a variety of users. Given that there are only seven seats on the interim board, staff recommends that the remaining applicants be invited to participate in the Pier Visioning process and on committees or task forces that the board is encouraged to establish to assist it with its work products, as follows: Glenn Cooper: Mr. Cooper works in real estate development, financing and leasing. He volunteers extensively in the Santa Monica schools and at his temple, and is passionate about Santa Monica. Of particular importance to the new interim board is Mr. Cooper's experience with retail leasing and marketing. Michael C. Dubin: Mr. Dubin is a restaurant consultant with experience in retail development. He is a current PRC board member and has volunteered for a variety of educational, community and business organizations. Of particular importance to the new interim board is Mr. Dubin's expertise with retail and restaurant leasing and merchandising. Rebecca Echevarria: Ms. Echevarria has served on several charitable boards and has been a fundraising coordinator for public and private organizations. She has a background in planning and organizational leadership. Of particular importance to the new interim board is Ms. Echevarria's focus on strategic planning, effective board processes and consensus - building. Eric Carl Faber: Mr. Faber is a marketing consultant and local business owner who has been active on a number of boards, including the current PRC and the Red Cross, as well as working with the school district and volunteering with number of local charitable organizations and programs, including the City's Homeless Count. Of particular importance to the new interim board is Mr. Faber's experience and expertise in marketing, branding and leasing. Barry A. Fisher: Mr. Fisher is a public interest lawyer and musician who has worked with a wide variety of local, regional and international non - profit organizations. He has played a role in planning and implementing a diversity of concerts and major events. Of particular importance to the new interim board is Mr. Fisher's creative ideas and enthusiasm for events, marketing and partnerships for the Pier. Tim Kittleson: Mr. Kittleson served as executive director of the American Film Market for 16 years and the UCLA Film & Television Archive for 7 years. He has also assisted a variety of community and charitable non - profit organizations with board and fund development. The boards of the Convention and Visitors Bureau and Chamber of Commerce recommended his appointment to the Pier board. Of particular importance to C! the new interim board is Mr. Kittleson's experience and expertise in events, marketing, and non - profit leadership and management. Jean McNeil Wyner: Ms. McNeil Wyner works as community liaison for UCLA Medical Center, and has served on over 20 non - profit boards and two city commissions. In those capacities, she has worked with a wide variety of organizations with varied needs and goals. The Pier Lessees' Association recommended Ms. McNeil Wyner's appointment to the Pier board. Of particular importance to the new interim board is Ms. McNeil Wyner's many community contacts and her commitment to the needs of Pier businesses. David Newberg: Mr. Newberg has extensive experience in the entertainment industry as chief financial officer, chief operating officer and advisor to major corporations and start -up companies. He is a sitting member of the PRC Board, was involved in the Pier Centennial Program and serves as chair of the Twilight Dance Series committee. Of particularly importance to the new interim board is Mr. Newberg's experience and expertise in events and financial planning and operations. Barry A. Snell: Mr. Snell is a CPA who has served as President and Vice President of the Santa Monica - Malibu Unified District School Board and was involved in their strategic planning process. He is also on the Santa Monica College Bond Oversight Board and a sitting member of the PRC Board. Of particular importance to the new interim board is Mr. Snell's expertise and experience with financial management and strategic planning. Samuel Morton Tolkin: Mr. Tolkin is an architect and urban planner who has worked on a variety of projects, including projects on the Santa Monica Pier, as well as a complex, multi -use, public - private development in Manhattan Beach. Of particular importance to the new interim board is Mr. Tolkin's expertise and experience with urban planning and design, as well as participation in public - private ventures. Rhoda Weiss, Ph.D.: Ms. Weiss is a marketing and public relations professional who has also served as chair or CEO of a variety of non - profit and for - profit organizations, including the 32,000- member Public Relations Society of America. She is an internationally recognized consultant, speaker, author and educator who is passionate about Santa Monica and about bringing people together to find common ground. Of particular importance to the new interim board is Ms. Weiss' expertise and experience with marketing, non - profit governance, and translating strategic plans into implemented outcomes. s Attachment C -1 Third Amended and Restated Bylaws of Santa Monica Pier Restoration Corporation a California nonprofit public benefit corporation Article I. Offices Section 1 Principal Office. The corporation's principal office shall be fixed and located at such place in the City of Santa Monica, California as the Board of Directors (herein called the "Board ") shall determine. The Board is granted full power and authority to change said principal office from one location to another. Section 2. Other Offices. Branch or subordinate offices may be established at any time by the Board at any place or places. Article II. Members Section 1. Member. The City of Santa Monica shall be the sole Member (herein called the "Member" of this corporation and shall act through its City Council (the "City Council ") in accordance with the City Charter, the City's Municipal Code and the applicable state laws. The function of the Member shall be to elect the Board of Directors, to approve any amendment to these Bylaws, to approve the corporation's budget and to perform other duties as the Board of Directors may from time to time assign or establish with the prior approval of the Member. Section 2. Meetings of Member. There shall be an annual meeting of the Member of this corporation held each year at such time and place as may be determined by the Member. A special meeting of the Member may be held upon call by the Member. All meetings of the Member shall be conducted at meetings of the City Council, and shall be placed on the agenda of the City Council meetings in accordance with the City Council's regular procedures. Section 3. Notice of Meetings. Written notice of each annual or special meeting shall be given to the Member either personally or by mail or other means of written communication, charges prepaid, addressed to such Member as follows: City of Santa Monica, 1685 Main Street, Santa Monica, California 90401, Attention: Office of the City Clerk or to such other address or addresses as shall be given by it to the corporation for the purposes of notice. All such notices shall be sent to the Member not fewer than three ((3) days nor more than ninety (90) days before each meeting; shall specify the place, day and hour of such meeting; shall state the general matter of the business or proposal to be considered or acted upon at such meeting; and shall contain a request that the City Clerk ( "City Clerk ") of the City of Santa Monica give such public notice of the meeting as may be required by the Ralph M. Brown Act (California Government Code sections 54950 et seq.). Such notice shall also be given to the City Manager -1- (the "City Manager ") of the City of Santa Monica. Such notice shall comply with section 5511 of the California Nonprofit Public Benefit Corporation Law. Section 4. Quorum. The presence in person of a majority of the City Council shall constitute a quorum for the transaction of business at all meetings. Section 5. Action. Membership action shall be effective upon written notification to the corporation by the City Clerk. Section 6. Associates. Nothing in the Article II shall be construed as limiting the right of the corporation to refer to persons associated with it as "members" even though such persons are not members, and no such reference shall constitute anyone a member, within the meaning of Section 5056 of the California Nonprofit Public Benefit Corporation Law. The corporation may confer by amendment of its Articles or of these Bylaws some or all of the rights of a member, as set forth in the California Nonprofit Public Benefit Corporation Law, upon any person or persons who do not have the right to vote for the election of directors or on a disposition of substantially all of the assets of the corporation or on a merger or on a dissolution or on changes to the corporation's Articles or Bylaws, but no such person shall be a member within the meaning of said Section 5056. Article III. Directors Section 1. Powers. Subject to limitations of the Articles and these Bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the corporation to an Executive Director and Staff, to any other person or persons, or to committees however composed, including, without limitation, the Executive Committee referred to in Section 15 of this Article III below, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws: (a) To select and remove an Executive Director, officers, agents, and employees of the corporation, prescribe powers and duties for them as may not be inconsistent with law, the Articles, or these Bylaws, fix their compensation, and require from them security for faithful service; provided, however, that the selection of the Executive Director of the corporation shall be subject to the express written consent of the City Manager. (b) To adopt, make and use a corporate seal and to alter the form of such seal from time to time as they may deem best. (c) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, 2- debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor, subject, however, to the prior written approval of the Member. (d) To carry on a business at a profit and apply any profit that results from the business activity to any activity in which it may lawfully engage, subject, however, to the restrictions contained in the Articles. (e) To assist the Executive Director in the establishment of a budget for the corporation and to oversee implementation of the budget by the Executive Director. (f) To act as an advocate for the Santa Monica Pier before the citizens of the City of Santa Monica and the Member, as well as to act to implement the goals of such citizens and the Member with respect to the Santa Monica Pier. Without limiting the generality or specificity of the foregoing, the Board generally shall delegate the daily management of the operations and affairs of the corporation to its Executive Director and /or its Executive Committee shall oversee such management and shall establish policies and procedures therefor. Section 2. Number of Directors. The authorized number of directors shall be seven (7) until changed by amendment of the Articles or by a Bylaw. Section 3. Election and Term of Office. Directors shall be elected by the Member. Directors shall serve for a term of two (2) years. Notwithstanding the foregoing, Directors shall be appointed and hold office consistent with Member policy. The Member shall adopt a nomination and election procedure that will comply with Section 5520 of the California Nonprofit Public Benefit Corporation Law. Section 4. Vacancies. Subject to the provisions of Section 5226 of the California Nonprofit Public Benefit Corporation Law, any director may resign effective upon giving written notice to the Chair of the Board, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected before such time, to take office when the resignation becomes effective. Vacancies in the Board shall be filled by the Member. Each director so selected shall hold office until the expiration of the term of the replaced director and until a successor has been elected and qualified. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors is increased. The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or found by a final order or judgment of any court to have breached any duty arising under Article 3 of the California -3- Nonprofit Public Benefit Corporation Law or who has failed to attend six (6) regular meetings of the Board within a twelve (12) month period. A director may be removed without cause by the vote of five (5) City Council members. A removed director's successor may be elected immediately. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office. Section 5. Place of Meeting. Meetings of the Board shall be held at any place within the City of Santa Monica, State of California which is open to the public and which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal office of the corporation, in which case the principal office of the corporation shall be open to the public for the meeting of the Board. Section 6. Annual Meetings. The Board shall hold an annual meeting for the purpose of organization, election of officers, and the transaction of other business. An annual meeting may be held as part of a regular meeting. Section 7. Regular Meetings. Regular meetings of the Board shall be held on such dates and at such times as may be fixed by the Board. At least ten (10) monthly meetings shall be held during each full fiscal year. All regular meetings shall be noticed pursuant to the requirements of the Ralph M. Brown Act, Government Code section 54950 et seq. Section 8. Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the Chair of the Board, the Executive Director, any Vice Chair, the Secretary, or any five (5) directors. Special meetings of the Board shall be noticed pursuant to the requirements of the Ralph M. Brown Act, Government Code section 54950 et seq. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the receiver. Section 9. Quorum. Four (4) directors constitute a quorum of the Board for the transaction of business, except to adjourn as provided in Section 12 of the Article III. Every act or decision done or made by a majority of the number of directors authorized by these Bylaws -4- shall be regarded as the act of the Board, unless a greater number is required by law, by the Articles or by these Bylaws. Section 10. Participation in Meetings by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all persons participating in or present at such meeting can hear one another, and so long as not less than a quorum of the Board is present in person at the meeting. In order to vote at such a meeting, any director participating through the use of conference telephone or similar communications equipment must have so participated for the entire portion of such meeting preceding such vote. Section 11. Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Section 12. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors, nor to the news media, the City Clerk or the City Manager if the time and place is fixed at the meeting adjourned, except as provided in the next two sentences. If the meeting is adjourned for more than seventy -two (72) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. A written notice of adjournment setting forth the time and place of the adjourned meeting shall be conspicuously posted on or near the door of the place where the regular, adjourned regular, special or adjourned special meeting was held within 24 hours after the time of adjournment, and shall remain posted until at least the time specified therein for the commencement of the adjourned meeting. Section 13. Public Meetings. All meetings of the Board shall be open and public, and any person shall be permitted to attend any meeting of the Board, except as otherwise provided in this section. Members of the public shall be entitled to participate in accordance with such rules as may be adopted by the board from time to time. Nothing contained in this section or these Bylaws shall be construed to prevent the Board from holding closed sessions to the extent permitted by applicable law (a) for the purpose of discussing matters related to litigation, including pending, threatened or anticipated litigation; (b) to consider the appointment, employment, evaluation of performance, or dismissal of an employee or to hear complaints or charges brought against an employee by another person or employee unless such employee requests a public hearing or (c) for such other purposes as may be permitted by the Ralph M. Brown Act (California Government code Sections 54950 et seq.); provided, however, that the final vote of the Board on any action to be taken by the corporation with respect to the appointment, employment or dismissal of an employee shall be taken at a meeting of the Board while such meeting is open to the public. 5- Section 14. Right of Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation. Section 15. Committees. The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to: (a) The approval of any action for which the California Nonprofit Public Benefit Corporation Law also requires approval of the members or approval of a majority of all members; (b) The filling of vacancies on the Board or in any committee which has the authority of the Board; (c) The fixing of compensation of the directors for serving on the Board or on any committee; (d) The amendment or repeal of bylaws or the adoption of new bylaws; (e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; thereof, (f) The appointment of other committees of the Board or the members (g) The expenditure of corporate funds to support a nominee for director; or (h) The approval of any self - dealing transaction, as such transactions are defined Section 5233(a) of the California Nonprofit Public Benefit Corporation Law. Without limiting the foregoing, the primary purpose of the committees of the Board shall be to advise the Executive Director with respect to the Executive Director's management of the affairs and operations of the corporation and to advise the Board as a whole with respect to the establishment of general policy and direction of the corporation. Any such committee must be created, and the members thereof appointed, by resolution adopted by a majority of the authorized rnunber of directors then in office, provided a quorum is present, and any such committee may be designated an Executive Committee or by such other name as the Board shall specify. The Board may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article III applicable to meetings and actions of the Board. When a joint meeting of the Committee and a special meeting of the Board are held together, and a vote is taken at such meeting, the vote shall be considered to be only a Committee vote, and shall need to go to a regular or special (but non joint) meeting of the Board to be considered adopted as a policy of the board. The Board will recommend to Committee chairs or other persons running meetings that they shall announce this by -law at the beginning and end of the joint meeting so as to avoid confusing the public and media into thinking that the Board has acted. Minutes shall be kept of each meeting of each committee. Section 16. Fees and Compensation. Directors and members'of committees shall receive no compensation for their services as such directors or members, but may receive reimbursement for expenses, as may be fixed or determined by the Board. Article IV. Transactions In Which Directors Have Material Financial Interest Section 1. Prohibition Against Self- Dealing Transactions. The corporation shall not enter into any transaction in which one or more of its directors has a material financial interest, unless the transaction meets the requirements of paragraph (a), (b) or (c) of Section 2 of this Article IV. For purposes of this Article IV, a "self- dealing transaction" means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest. For purposes of this Article IV, such a director is referred to an "interested director." This section shall not be construed to prohibit (a) a transaction which is part of a public or charitable program of the corporation if it: (i) is approved or authorized by the corporation in good faith and without unjust favoritism; and (ii) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the public or charitable program; or (b) a transaction, of which the interested director or directors have no actual knowledge, and which does not exceed the lesser of 1 percent of the gross receipts of the corporation for the preceding fiscal year or one hundred thousand dollars (100,000). Section 2. Permitted Self - Dealing Transactions. The corporation shall be authorized to engage in a self - dealing transaction if: (a) The California Attorney General or the court in an action in which the California Attorney General is an indispensable party, has approved the transaction before or after it was consummated; or (b) The following facts are established: -7- (i) The corporation entered into the transaction for its own benefit; (ii) The transaction was fair and reasonable as to the corporation at the time the corporation entered into the transaction; (iii) Prior to consummating the transaction or any part thereof, the Board authorized or approved the transaction in good faith by a vote of a majority of the directors then in office without counting the vote of the interested director or directors, and with the knowledge of the material facts concerning the transaction and the director's interest in the transaction. Except as provided in paragraph (c) of this Section 2, action by a committee of the Board shall not satisfy this paragraph; and (iv) (A) Prior to authorizing or approving the transaction the Board considered and in good faith determined after reasonable investigation under the circumstances that the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; or (v) (B) The corporation in fact could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; or (c) The following facts are established: (i) A committee or person authorized by the Board approved the transaction in a manner consistent with the standards set forth in paragraph (b) of this Section 2; (ii) It was not reasonably practicable to obtain approval of the Board prior to entering into the transaction; and (iii) The Board, after determining in good faith that the conditions of subparagraphs (i) and (ii) of this paragraph were satisfied, ratified the transaction at its next meeting by a vote of the majority of the directors then in office without counting the vote of the interested director or director Section 3. Prohibited Loans and Guarantees. The corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer, unless approved by the California Attorney General, except that: (a) The corporation may advance money to a director or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such M officer or director, provided that in the absence of such advance, such director or officer would be entitled to be reimbursed for such expenses by the corporation; and (b) The corporation may pay premiums in whole or in part on a life insurance policy on the life of the director or officer so long as repayment to the corporation of the amount paid by it is secured by the proceeds of the policy and its cash surrender value. Article V. Officers Section 1. Officers. The officers of the corporation shall be a Chair of the Board, an Executive Director a Secretary, and a Treasurer. The corporation may also have, at the discretion of the Board, one or more Vice - Chairs, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person except as provided in the Articles or in these Bylaws and except that neither the Secretary, any Assistant Secretary, the Treasurer, nor any Assistant Treasurer may serve concurrently as the Executive Director or the Chair of the Board. Section 2. Election. The officers of the corporation, except the Executive Director and such other officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected. Section 3. Subordinate Officers. The Board may appoint, the Executive Director and such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such, duties as are provided in these Bylaws or as the Board may from time to time determine. Section 4. Removal and Resignation. Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer. Any officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. -9- Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis. Section 6. Chair of the Board. The Chair of the Board shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be assigned from time to time by the Board. The Chair of the Board must be a director of the corporation. Section 7. Executive Director. Subject to such powers, if any, as may be given by the Board to the Chair of the Board, the Executive Director shall be the chief executive officer and chief operating officer of the corporation and shall have, subject to the control of the Board, general supervision, direction and control of the business of the corporation. At the Board's discretion, the Executive Director shall have the general powers and duties of management usually vested in the office of the president of a corporation and such other powers and duties as may be prescribed by the Board. Without limiting the generality or specificity of the foregoing, with the advice of the Board and any committees of the Board, the Executive Director shall be the primary authority and representative of the corporation in dealing with the Member and shall have the authority and responsibility to manage the day to day affairs of the corporation, including, without limitation, the budget of the corporation and other financial matters of the corporation subject to the oversight and general direction of the Board. The Executive Director shall not be a director of the corporation. Section 8. Vice Chairs. In the absence or disability of the Chair of the Board, the Vice - Chairs, if any are appointed, in order of their rank as fixed by the Board or, if not ranked, the Vice -Chair designated by the Board, shall preside at meetings of the Board and shall perform all the duties of, and be subject to all the restrictions upon, the chair of the Board. The Vice - Chairs shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board. All Vice - Chairs must be directors of the corporation. Section 9. Secretary. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a book of minutes of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in the State of California, the original or a copy of the corporation's Articles and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board. In the absence or disability of the Chair of the Board and all -10- Vice - Chairs, the Secretary shall preside at meetings of the Board if the Secretary is a director of the corporation. The Secretary must be a director of the corporation. Section 10. Treasurer. The Treasurer shall have such duties and responsibilities with respect to the finances and accounts of the corporation as may be prescribed for the Treasurer by the Board from time to time, which may include, without limitation, oversight of financial activities and chairing any audit or budget committee established by the Board. In the absence or disability of the Chair of the Board, all Vice - Chairs, and the Secretary, the Treasurer shall preside at meetings of the Board. The Treasurer must be a director of the corporation. Article VI. Reports, Records And Rights Of Inspection Section 1. Annual Report to Member. Within ninety (90) days after the close of the corporation's fiscal year, the Board shall cause an annual report of its operations to be provided to the City Council. Such report shall contain, in appropriate detail, the following: a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year. b) The principal changes in assets and liabilities, including trust funds, during the fiscal year. c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year. d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year. e) Any information required by Section 5322 of the California Nonprofit Public Benefit Corporation Law (pertaining to certain transactions and indemnifications involving interested persons). I) A narrative description of the corporation's principal activities during the fiscal year. g) Such other information concerning the corporation as may be requested by the City Council in writing not less than ninety (90) days preceding the end of such fiscal year. Section 2. Records and Rights of Inspection. The corporation shall keep adequate and correct books and records of account and minutes of the proceedings of its Member, as it pertains to the Corporation, the Board and committees of the Board. Minutes shall be kept in -11- written form. Other books and records shall be kept either in written form or in any form capable of being converted into written form. The books and records of the corporation shall be open to inspection and copying by members of the public to the same extent as the public records of the City of Santa Monica. Article VII. Indemnification Section 1. Statutory Indemnity. This corporation shall indemnify its Directors, officers and employees to the fullest extent permitted by the California Nonprofit Public Benefit Corporation Law. Section 2. Nonapplicability to Fiduciaries of Employee Benefit Plans. This Article VII does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent of the corporation as defined in Section 1 of this Article VII. The corporation shall have power to indemnify such trustee, investment manager, or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law. Article VIII, Other Provisions Section 1. Endorsement of Documents; Contracts. Subject to the provisions of applicable law and these Bylaws, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof executed or entered into between the corporation and any other person, when signed by (a) the Executive Director, or (b) (i) the Chair of the Board or any Vice -Chair and (b) (ii) the Secretary, of the corporation shall be valid and binding on the corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons in such manner as from time to time shall be determined by the Board, and, unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount. Section 2. Representation of Shares of Other Corporations. The Chair of the Board or any other officer or officers authorized by the Board or the Chair of the Board are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer in person or by any other persons authorized so to do by proxy or power of attorney duly executed by said officer. -12- Section 3. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Section 4. Establishment of Fiscal Year. The fiscal year of this corporation shall end on June 30 of each year. Section 5. Amendments. These Bylaws may be amended or repealed by the approval of the Board, effective only upon the Member's written approval given in accordance with Section 5 of Article 11. THIS IS TO CERTIFY: That I am the Secretary of the Santa Monica Pier Restoration Corporation and that the above and foregoing Third Amended and Restated By -Laws were adopted as the By -Laws of said corporation on the day of 20 by the Board of Directors thereof and approved by the Member thereof. IN WITNESS WHEREOF, I have hereunto set my hand this day of .20 Secretary - 13 - AttHclunellt C -2 Redlined B a vs Third SeeoRA- Amended and Restated Bylaws of Santa Monica Pier Restoration Corporation a California nonprofit public benefit corporation Article I. Offices Section 1 Principal Office. The corporation's principal office shall be fixed and located at such place in the City of Santa Monica, California as the Board of Directors (herein called the "Board ") shall determine. The Board is granted full power and authority to change said principal office from one location to another. Section 2. Other Offices. Branch or subordinate offices may be established at any time by the Board at any place or places. Article II. Members Section 1. Member. The City of Santa Monica shall be the sole Member (herein called the "Member" of this corporation and shall act through its City Council (the "City Council ") in accordance with the City Charter, the City's Municipal Code and the applicable state laws. The function of the Member shall be to elect the Board of Directors, to approve any amendment to these Bylaws, to approve the corporation's budget and to perform other duties as the Board of Directors may from time to time assign or establish with the prior approval of the Member. Section 2. Meetings of Member. There shall be an annual meeting of the Member of this corporation held each year at such time and place as may be determined by the Member. A special meeting of the Member may be held upon call by the Member. All meetings of the Member shall be conducted at meetings of the City Council, and shall be placed on the agenda of the City Council meetings in accordance with the City Council's regular procedures. Section 3. Notice of Meetings. Written notice of each annual or special meeting shall be given to the Member either personally or by mail or other means of written communication, charges prepaid, addressed to such Member as follows: City of Santa Monica, 1685 Main Street, Santa Monica, California 90401, Attention: Office of the City Clerk or to such other address or addresses as shall be given by it to the corporation for the purposes of notice. All such notices shall be sent to the Member not fewer than threeten (18) 3 da s nor more than ninety (90) days before each meeting; shall specify the place, day and hour of such meeting; shall state the general matter of the business or proposal to be considered or acted upon at such meeting; and shall contain a request that the City Clerk ( "City Clerk ") of the City of Santa Monica give such public notice of the meeting as may be required by the Ralph M. Brown Act (California Government Code sections 54950 et seq.). Such notice shall also be given to the City - 1 - Manager (the "City Manager ") of the City of Santa Monica. Such notice shall comply with section 5511 of the California Nonprofit Public Benefit Corporation Law. Section 4. Quorum. The presence in person of a majority of the City Council shall constitute a quorum for the transaction of business at all meetings. Section 5. Action. Membership action shall be effective upon written notification to the corporation by the City Clerk. Section 6. Associates. Nothing in the Article II shall be construed as limiting the right of the corporation to refer to persons associated with it as "members" even though such persons are not members, and no such reference shall constitute anyone a member, within the meaning of Section 5056 of the California Nonprofit Public Benefit Corporation Law. The corporation may confer by amendment of its Articles or of these Bylaws some or all of the rights of a member, as set forth in the California Nonprofit Public Benefit Corporation Law, upon any person or persons who do not have the right to vote for the election of directors or on a disposition of substantially all of the assets of the corporation or on a merger or on a dissolution or on changes to the corporation's Articles or Bylaws, but no such person shall be a member within the meaning of said Section 5056. Article IIl. Directors Section 1. Powers. Subject to limitations of the Articles and these Bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the corporation to an Executive Director and Staff, to any other person or persons, or to committees however composed, including, without limitation, the Executive Committee referred to in Section 15 of this Article III below, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws: (a) To select and remove an Executive Director, officers, agents, and employees of the corporation, prescribe powers and duties for them as may not be inconsistent with law, the Articles, or these Bylaws, fix their compensation, and require from them security for faithful service; provided, however, that the selection of the Executive Director of the corporation shall be subject to the express written consent of the City Manager. (b) To adopt, make and use a corporate seal and to alter the form of such seal from time to time as they may deem best. (c) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, 2- debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor, subject, however, to the prior written approval of the Member. (d) To carry on a business at a profit and apply any profit that results from the business activity to any activity in which it may lawfully engage, subject, however, to the restrictions contained in the Articles. (e) To assist the Executive Director in the establishment of a budget for the corporation and to oversee implementation of the budget by the Executive Director. (f) To act as an advocate for the Santa Monica Pier before the citizens of the City of Santa Monica and the Member, as well as to act to implement the goals of such citizens and the Member with respect to the Santa Monica Pier. Without limiting the generality or specificity of the foregoing, the Board generally shall delegate the daily management of the operations and affairs of the corporation to its Executive Director and/or its Executive Committee shall oversee such management and shall establish policies and procedures therefor. Section 2. Number of Directors. The authorized number of directors shall be ek,7 €n -seven (144) until changed by amendment of the Articles or by a Bylaw. Section 3. Election and Term of Office. Directors shall be elected by the Member. Directors shall serve for a term of fei. -two (21 years. Notwithstanding the foregoing, Directors shall be appointed and hold office consistent with Member policy. The Member shall adopt a nomination and election procedure that will comply with Section 5520 of the California Nonprofit Public Benefit Corporation Law. Section 4. Vacancies. Subject to the provisions of Section 5226 of the California Nonprofit Public Benefit Corporation Law, any director may resign effective upon giving written notice to the Chair of the Board, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected before such time, to take office when the resignation becomes effective. Vacancies in the Board shall be filled by the Member. Each director so selected shall hold office until the expiration of the terra of the replaced director and until a successor has been elected and qualified. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors is increased. The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or found by a final order or judgment of any court to have breached any duty arising under Article 3 of the California -3- Nonprofit Public Benefit Corporation Law or who has failed to attend six (6) regular meetings of the Board within a twelve (12) month period. A director maybe removed without cause by the vote of five (5) City Council members. A removed director's successor may be elected immediately. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office. Section 5. Place of Meeting. Meetings of the Board shall be held at any place within the City of Santa Monica, State of California which is open to the public and which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal office of the corporation, in which case the principal office of the corporation shall be open to the public for the meeting of the Board. Section 6. Annual Meetings. The Board shall hold an annual meeting for the purpose of organization, election of officers, and the transaction of other business. An annual meeting may be held as part of a regular meeting. Section 7. Regular Meetings. Regular meetings of the Board shall be held on such dates and at such times as may be fixed by the Board. At least ten (10) monthly meetings shall be held during each full fiscal year. All regular meetings shall be noticed pursuant to the requirements of the Ralph M. Brown Act, Government Code section 54950 et seq. Section S. Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the Chair of the Board, the Executive Director, any Vice Chair, the Secretary, or any fivese�n (57) directors. Special meetings of the Board shall be noticed pursuant to the requirements of the Ralph M. Brown Act, Government Code section 54950 et seq. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the receiver. Section 9. Quorum. Sim Four (46) directors constitute a quorum of the Board for the transaction of business, except to adjourn as provided in Section 12 of the Article III. Every act or decision done or made by a majority of the number of directors authorized by these -4- Bylaws shall be regarded as the act of the Board, unless a greater number is required by law, by the Articles or by these Bylaws. Section 10. Participation in Meetings by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all persons participating in or present at such meeting can hear one another, and so long as not less than a quorum of the Board is present in person at the meeting. In order to vote at such a meeting, any director participating through the use of conference telephone or similar communications equipment must have so participated for the entire portion of such meeting preceding such vote. Section 11. Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Section 12. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors, nor to the news media, the City Clerk or the City Manager if the time and place is fixed at the meeting adjourned, except as provided in the next two sentences. If the meeting is adjourned for more than seventy -two (72) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. A written notice of adjournment setting forth the time and place of the adjourned meeting shall be conspicuously posted on or near the door of the place where the regular, adjourned regular, special or adjourned special meeting was held within 24 hours after the time of adjournment, and shall remain posted until at least the time specified therein for the commencement of the adjourned meeting. Section 13. Public Meetings. All meetings of the Board shall be open and public, and any person shall be permitted to attend any meeting of the Board, except as otherwise provided in this section. Members of the public shall be entitled to participate in accordance with such rules as may be adopted by the board from time to time. Nothing contained in this section or these Bylaws shall be construed to prevent the Board from holding closed sessions to the extent permitted by applicable law (a) for the purpose of discussing matters related to litigation, including pending, threatened or anticipated litigation; (b) to consider the appointment, employment, evaluation of performance, or dismissal of an employee or to hear complaints or charges brought against an employee by another person or employee unless such employee requests a public hearing or (c) for such other purposes as may be permitted by the Ralph M. Brown Act (California Government code Sections 54950 et seq.); provided, however, that the final vote of the Board on any action to be taken by the corporation with respect to the appointment, employment or dismissal of an employee shall be taken at a meeting of the Board while such meeting is open to the public. -5- Section 14. Right of Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation. Section 15. Committees. The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to: (a) The approval of any action for which the California Nonprofit Public Benefit Corporation Law also requires approval of the members or approval of a majority of all members; (b) The filling of vacancies on the Board or in any committee which has the authority of the Board; (c) The fixing of compensation of the directors for serving on the Board or on any committee; (d) The amendment or repeal of bylaws or the adoption of new bylaws; (e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; thereof, (f) The appointment of other committees of the Board or the members (g) The expenditure of corporate funds to support a nominee for director; or (h) The approval of any self - dealing transaction, as such transactions are defined Section 5233(a) of the California Nonprofit Public Benefit Corporation Law. Without limiting the foregoing, the primary purpose of the committees of the Board shall be to advise the Executive Director with respect to the Executive Director's management of the affairs and operations of the corporation and to advise the Board as a whole with respect to the establishment of general policy and direction of the corporation. Any such committee must be created, and the members thereof appointed, by resolution adopted by a majority of the authorized number of directors then in office, provided a quorum is present, and any such committee may be designated an Executive Committee or by such other name as the Board shall specify. The Board may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article III applicable to meetings and actions of the Board. When a joint meeting of the Committee and a special meeting of the Board are held together, and a vote is taken at such meeting, the vote shall be considered to be only a Committee vote, and shall need to go to a regular or special (but non -j oint) meeting of the Board to be considered adopted as a policy of the board. The Board will recommend to Committee chairs or other persons running meetings that they shall announce this by -law at the beginning and end of the joint meeting so as to avoid confusing the public and media into thinking that the Board has acted. Minutes shall be kept of each meeting of each committee. Section 16. Fees and Compensation. Directors and members 'of committees shall receive no compensation for their services as such directors or members, but may receive reimbursement for expenses, as may be fixed or determined by the Board. Article IV. Transactions In Which Directors Have Material Financial Interest Section 1. Prohibition Against Self- Dealing Transactions. The corporation shall not enter into any transaction in which one or more of its directors has a material financial interest, unless the transaction meets the requirements of paragraph (a), (b) or (c) of Section 2 of this Article IV. For purposes of this Article IV, a "self- dealing transaction" means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest. For purposes of this Article IV, such a director is referred to an "interested director." This section shall not be construed to prohibit (a) a transaction which is part of a public or charitable program of the corporation if it: (i) is approved or authorized by the corporation in good faith and without unjust favoritism; and (ii) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the public or charitable program; or (b) a transaction, of which the interested director or directors have no actual knowledge, and which does not exceed the lesser of 1 percent of the gross receipts of the corporation for the preceding fiscal year or one hundred thousand dollars (100,000). Section 2. Permitted Self- Dealing Transactions. The corporation shall be authorized to engage in a self - dealing transaction if: (a) The California Attorney General or the court in an action in which the California Attorney General is an indispensable party, has approved the transaction before or after it was consummated; or (b) The following facts are established: -7- (i) The corporation entered into the transaction for its own benefit; (ii) The transaction was fair and reasonable as to the corporation at the time the corporation entered into the transaction; (iii) Prior to consummating the transaction or any part thereof, the Board authorized or approved the transaction in good faith by a vote of a majority of the directors then in office without counting the vote of the interested director or directors, and with the knowledge of the material facts concerning the transaction and the director's interest in the transaction. Except as provided in paragraph (c) of this Section 2, action by a committee of the Board shall not satisfy this paragraph; and (iv) (A) Prior to authorizing or approving the transaction the Board considered and in good faith determined after reasonable investigation under the circumstances that the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; or (v) (B) The corporation in fact could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; or (c) The following facts are established: (i) A committee or person authorized by the Board approved the transaction in a manner consistent with the standards set forth in paragraph (b) of this Section 2; (ii) It was not reasonably practicable to obtain approval of the Board prior to entering into the transaction; and (iii) The Board, after determining in good faith that the conditions of subparagraphs (i) and (ii) of this paragraph were satisfied, ratified the transaction at its next meeting by a vote of the majority of the directors then in office without counting the vote of the interested director or director Section 3. Prohibited Loans and Guarantees. The corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer, unless approved by the California Attorney General, except that: (a) The corporation may advance money to a director or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such -8- officer or director, provided that in the absence of such advance, such director or officer would be entitled to be reimbursed for such expenses by the corporation; and (b) The corporation may pay premiums in whole or in part on a life insurance policy on the life of the director or officer so long as repayment to the corporation of the amount paid by it is secured by the proceeds of the policy and its cash surrender value. Article V. Officers Section 1. Officers. The officers of the corporation shall be a Chair of the Board, an Executive Director a Secretary, and a Treasurer. - The corporation may also have, at the discretion of the Board, one or more Vice - Chairs, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person except as provided in the Articles or in these Bylaws and except that neither the Secretary, any Assistant Secretary, the Treasurer, nor any Assistant Treasurer may serve concurrently as the Executive Director or the Chair of the Board. Section 2. Election. The officers of the corporation, except the Executive Director and such other officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected. Section 3. Subordinate Officers. The Board may appoint, the Executive Director and such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such, duties as are provided in these Bylaws or as the Board may from time to time determine. Section 4. Removal and Resignation. Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer. Any officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis. Section 6. Chair of the Board. The Chair of the Board shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be assigned from time to time by the Board. The Chair of the Board must be a director of the corporation. Section 7. Executive Director. Subject to such powers, if any, as may be given by the Board to the Chair of the Board, the Executive Director shall be the chief executive officer and chief operating officer of the corporation and shall have, subject to the control of the Board, general supervision, direction and control of the business of the corporation. At the Board's discretion, the Executive Director shall have the general powers and duties of management usually vested in the office of the president of a corporation and such other powers and duties as may be prescribed by the Board. Without limiting the generality or specificity of the foregoing, with the advice of the Board and any committees of the Board, the Executive Director shall be the primary authority and representative of the corporation in dealing with the Member and shall have the authority and responsibility to manage the day to day affairs of the corporation, including, without limitation, the budget of the corporation and other financial matters of the corporation subject to the oversight and general direction of the Board. The Executive Director shall not be a director of the corporation. Section 8. Vice Chairs. In the absence or disability of the Chair of the Board, the Vice - Chairs, if any are appointed, in order of their rank as fixed by the Board or, if not ranked, the Vice -Chair designated by the Board, shall preside at meetings of the Board and shall perform all the duties of, and be subject to all the restrictions upon, the chair of the Board. The Vice - Chairs shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board. All Vice - Chairs must be directors of the corporation. Section 9. Secretary. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a book of minutes of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in the State of California, the original or a copy of the corporation's Articles and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board. In the absence or disability of the Chair of the Board and all -10- Vice - Chairs, the Secretary shall preside at meetings of the Board if the Secretary is a director of the corporation. The Secretary must be a director of the corporation. Section 10. Treasurer. The Treasurer shall have such duties and responsibilities with respect to the finances and accounts of the corporation as may be prescribed for the Treasurer by the Board from time to time, which may include, without limitation, oversight of financial activities and chairing any audit or budget committee established by the Board. In the absence or disability of the Chair of the Board, all Vice - Chairs, and the Secretary, the Treasurer shall preside at meetings of the Board. The Treasurer must be a director of the corporation. Article VI. Reports, Records And Rights Of Inspection Section 1. Annual Report to Member. Within ninety (90) days after the close of the corporation's fiscal year, the Board shall cause an annual report of its operations to be provided to the City Council. Such report shall contain, in appropriate detail, the following: a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year. b) The principal changes in assets and liabilities, including trust funds, during the fiscal year. c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year. d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year. e) (,)Any information required by Section 5322 of the California Nonprofit Public Benefit Corporation Law (pertaining to certain transactions and indemnifications involving interested persons). f) A narrative description of the corporation's principal activities during the fiscal year. g) Such other information concerning the corporation as may be requested by the City Council in writing not less than ninety (90) days preceding the end of such fiscal year. Section 2. Records and Rights of Inspection. The corporation shall keep adequate and correct books and records of account and minutes of the proceedings of its Member, as it pertains to the Corporation, the Board and committees of the Board. Minutes shall be kept in -11- written form. Other books and records shall be kept either in written form or in any form capable of being converted into written form. The books and records of the corporation shall be open to inspection and copying by members of the public to the same extent as the public records of the City of Santa Monica. Article VII. Indemnification Section 1. Statutory Indemnity. This corporation shall indemnify its Directors, officers and employees to the fullest extent permitted by the California Nonprofit Public Benefit Corporation Law. Section 2. Nonapplicability to Fiduciaries of Employee Benefit Plans. This Article VII does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent of the corporation as defined in Section I of this Article VII. The corporation shall have power to indemnify such trustee, investment manager, or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law. Article VIII, Other Provisions Section 1. Endorsement of Documents; Contracts. Subject to the provisions of applicable law and these Bylaws, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof executed or entered into between the corporation and any other person, when signed by (a) the Executive Director, or (b) (i) the Chair of the Board or any Vice -Chair and (b) (ii) the Secretary, of the corporation shall be valid and binding on the corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons in such manner as from time to time shall be determined by the Board, and, unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount. Section 2. Representation of Shares of Other Corporations. The Chair of the Board or any other officer or officers authorized by the Board or the Chair of the Board are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer in person or by any other persons authorized so to do by proxy or power of attorney duly executed by said officer. -12- Section 3. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Section 4. Establishment of Fiscal Year. The fiscal year of this corporation shall end on June 30 of each year. Section 5. Amendments. These Bylaws may be amended or repealed by the approval of the Board, effective only upon the Member's written approval given in accordance with Section 5 of Article II. THIS IS TO CERTIFY: That I am the Secretary of the Santa Monica Pier Restoration Corporation and that the above and foregoing Third Amended and Restated By -Laws were adopted as the By -Laws of said corporation on the day of 20 by the Board of Directors thereof and approved by the Member thereof. IN WITNESS WHEREOF, I have hereunto set my hand this day of ,20 Secretary - 13 - Attachment D -1 CONTRACT NO. (CCS) AMENDED AND RESTATED SERVICES AGREEMENT BETWEEN THE CITY OF SANTA MONICA no c THE SANTA MONICA PIER RESTORATION CORPORATION TABLE OF CONTENTS Page 1. EXHIBITS ................................................................................ ............................... 6 2. RESPONSIBILITIES ................................................................. ..............................6 2.1 SMPRC Responsibilities .................................................. ............................... 6 2.2 Limitation on Activities ................................................... ............................... 7 2.3 City General Responsibilities .......................................... ............................... 7 3. STANDARD OF CARE ........................................................... ............................... 7 4. BUSINESS PLAN, PIER BUDGET AND ANNUAL REPORT ........................... 7 4.1 Annual Business Plan ....................................................... ............................... 7 4.2 Annual Pier Budget .......................................................... ............................... 8 4.4 Implementation of Business Plan and Pier Budget .......... ............................... 9 4.5 Performance Within Pier Budget ..................................... ............................... 9 4.6 Accounts, Books and Records ......................................... ............................... 9 4.7 Accounting and Monthly Statements ............................. ............................... 10 4.8 Copies of Books and Records ........................................ ............................... 10 4.9 Miscellaneous Reports and Information ........................ ............................... 11 5. TERM OF AGREEMENT ...................................................... ............................... 11 6. VISION STATEMENT FOR PIER AND PLANNING RESPONSIBILITES..... 11 6.1 Visioning and Master Planning ...................................... ............................... 11 6.2 Policy Guidelines ........................................................... ............................... 11 6.3 Evaluation ...................................................................... ............................... 11 7. MANAGEMENT RESPONSIBILITIES ................................ ............................... 12 7.1 Sponsorship and Event Underwriting Programs ............ ............................... 12 7.2 Marketing and Promotion .............................................. ............................... 12 7.3 Special Events ................................................................ ............................... 12 7.4 Filming at the Pier .......................................................... ............................... 13 7.5 Marks ................................................................................ .............................13 7.6 Street Performer Monitoring .......................................... ............................... 14 7.7 Community Outreach ..................................................... ............................... 14 7.8 Carousel Special Event Rental ....................................... ............................... 14 8. METHODS OF OPERATION ............................................... ............................... 14 2 8.1 Contracting ....................................................................... .............................14 8.2 Compliance with Laws ................................................... ............................... 14 8.3 Employment of Personnel .............................................. ............................... 15 9. FINANCIAL MATTERS ....................................................... ............................... 15 9.1 SMPRC Account ............................................................ ............................... 15 9.2 Payment of Bills ............................................................. ............................... 16 9.3 Deposit of Revenues ...................................................... ............................... 16 9.4 Allocation of Excess Revenues ...................................... ............................... 16 10. FUNDING OF SMPRC .......................................................... ............................... 16 10.1 Funding ...................................................................... ............................... 16 10.2 Employee Compensation ........................................... ............................... 17 10.3 Office Space and Parking ........................................... ............................... 17 10.4 Payment and Record of Expenses .............................. ............................... 17 10.5 Matters Beyond SMPRC Responsibility ................... ............................... 17 10.6 Reversion of Property ................................................ ............................... 18 11. INDEMNIFICATION AND INSURANCE ........................... ............................... 18 11.1 Indemnity by City ...................................................... ............................... 18 11.2 SMPRC's Insurance ................................................... ............................... 18 11.3 Third Party Indemnity ................................................ ............................... 18 11.4 City's Insurance ......................................................... ............................... 19 12. TERMINATION ....................................................................... .............................19 12.1 Termination Upon Default ......................................... ............................... 19 12.2 Termination for Convenience .................................... ............................... 19 12.3 Force Majeure ............................................................ ............................... 19 12.4 Obligations Upon Termination .................................. ............................... 20 12.5 Survival ....................................................................... .............................20 13. GENERAL PROVISIONS ..................................................... ............................... 20 13.1 Notices .......................................................................... .............................20 13.2 Prohibition Against Transfers .................................... ............................... 21 13.3 Non - Discrimination ................................................... ............................... 22 13.4 Amendments .............................................................. ............................... 22 13.5 Governing Law .......................................................... ............................... 22 13.6 Cooperation .................................................................. .............................22 13.7 Waiver of Rights ........................................................ ............................... 22 13.8 No Recourse .............................................................. ............................... 22 13.9 Severability ............................................................... ............................... 22 13.10 No Third Party Beneficiary ....................................... ............................... 23 3 13.11 No Lien ...................................................................... ............................... 23 13.12 Integration ................................................................. ............................... 23 13.13 Nuisance ...................................................................... .............................23 in AMENDED AND RESTATED SERVICES AGREEMENT BETWEEN THE CITY OF SANTA MONICA AND THE SANTA MONICA PIER RESTORATION CORPORATION THIS SERVICES AGREEMENT ('Agreement ") is made as of this day of 2012 (`Execution Date "), by and between the CITY OF SANTA MONICA, a California municipal corporation (`City "), and the SANTA MONICA PIER RESTORATION CORPORATION, a California non - profit public benefit corporation ( "SMPRC "), with respect to the following: RECITALS A. Cam. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. Pier. City owns and operates that certain real property commonly known as the Santa Monica Pier and consisting of the entire pier platform and certain appurtenant structures, fixtures, improvements, utility lines and systems, public restrooms, public parking sites, stairways and common areas, and maintenance and equipment areas located thereon, including the leasehold space currently occupied by the Santa Monica Pier Aquarium and the Bubba Gump Shrimp Company Restaurant, all as more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (collectively referred to as the "Pier "). C. SMPRC. SMPRC is a California non - profit public benefit corporation duly organized and validly existing under the laws of the State of California. As set forth in the SMPRC' s Articles of Incorporation and Bylaws, the City is the sole member of the SMPRC. D. Interim SMPRC Board. SMPRC is governed by a board of directors (`Interim SMPRC Board ") who are appointed by the City Council. E. Prior Services Agreement. City and SMPRC entered into that certain Services Agreement, dated as of April 21, 2004 and amended March 2, 2010 (the "Prior Agreement "), for the purpose of governing certain operational and management functions concerning the Pier. This Amended and Restated Agreement is intended to supersede the Prior Agreement in accordance with City Council's authorization on December 6, 2011, to modify the role and responsibilities of the SMPRC. Accordingly, upon the commencement of the term of this Amended and Restated Agreement, the Prior Agreement shall terminate and be of no further force or effect. F. Agreement. The PRC was formed in 1983 for the purpose of assisting the City in restoring and revitalizing a devastated Pier. City and SMPRC recognize and acknowledge that the Pier has been restored and today is an unparalleled public resource and City asset which embodies Santa Monica's values, history and community. City and SMPRC agree that it is necessary for both parties to adapt and delineate the roles and responsibilities of the SMPRC to meet the current and future needs of the Pier as set forth below. Accordingly, City and SMPRC seek to enter into this Agreement for the SMPRC to provide services to develop, implement, and maintain certain programs and functions in connection with the Santa Monica Pier, including marketing and promoting the Pier as a destination; producing community events; coordinating private special events, sampling /display promotions, filming; fundraising and sponsorships; trademark licensing; community outreach; and monitoring of street performers. In addition, the SMPRC agrees to assist the City with the formulation of planning and development objectives through a Pier Master Plan process, and the development of policy guidelines and parameters for Leasing, Marketing, Events, and Sponsorship for City's review and approval. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants contained herein, City and SMPRC agree as follows: 1. EXHIBITS The Recitals set forth above and the Exhibits listed herein are hereby incorporated as a term of this Agreement. Exhibit "A" Pier Site Map Exhibit `B" Carousel Special Event Rental Exhibit "C" Insurance Requirements and Verifications 2. RESPONSIBILITIES 2.1 SMPRC Responsibilities SMPRC shall be responsible for the promotion of the Pier and for providing several project services (hereinafter called the "Work") at the Pier. Such Work shall include the obligation to manage, advise, supervise, direct and coordinate the following: (a) Event Production. The development, implementation and execution of public community events on the Pier; the coordination and location services for Pier private events including special events, filming, sampling /display promotions; and rental of the Carousel facility as set forth more particularly in Sections 7.3, and 7.8 below; (b) Marketing and Promotion. The development, implementation and execution of programs concerning promoting, advertising, and marketing the Pier as set forth more particularly in Section 7.2, below; (c) Sponsorships and Fundraising. The development, implementation and execution of sponsorships and fundraising, and trademark licensing as set forth more particularly in Section 7. 1, and 7.5, below; (d) Pier Street Performers. The monitoring of Pier street performers and Pier street performer zones as set forth more particularly in Section 7.6 below; (e) Community Outreach. The organization of community outreach efforts including the volunteer programs, community awareness campaigns and education programs as set forth more particularly in Section 7.7 below; 6 (f) Visioning and Pier Master Plan Facilitation. Assisting the City with the facilitation of public participation and provide recommendations to the City on short term and long term planning and development objectives in the context of the Pier Master Planning Process as set forth more particularly in Section 6. 1, below; (g) Policy Guidelines. The preparation of recommended guidelines for Pier Marketing, Events, Sponsorship and Leasing for approval by the City set forth more particularly in Section 6.2, 7.1, 7.2 and 7.3, below; (h) Other additional services in connection with the Pier as the parties may agree in writing from time to time. 2.2 Limitation on Activities Except as otherwise set forth in Section 2. 1, above the SMPRC shall not engage in any other activities not expressly enumerated herein without the written approval of the City. Nothing in this Agreement is intended to convey any authorization to the SMPRC for installation or approval of any signs, plaques or other physical objects on, onto or about the Pier, without the prior written consent of the City in its proprietary capacity and in full compliance with applicable law. 2.3 City General Responsibilities City shall be responsible for Pier infrastructure; maintenance and custodial; parking management; lease management and tenant relations on the Santa Monica Pier. 3. STANDARD OF CARE SMPRC shall furnish its best skill and judgment in the performance of the Work so as to achieve a high degree of cost efficiency while maintaining quality performance, and shall cooperate with City in protecting and furthering the best interests of City regarding the management and protection of the Pier and its immediate environment. 4. BUSINESS PLAN, PIER BUDGET AND ANNUAL REPORT 4.1 Annual Business Plan SMPRC shall prepare and submit to City for City's approval, by April 15 of each fiscal year, an overall operational, use, and business plan for all activities, policies, and business strategies to be implemented at the Pier by SMPRC for each upcoming fiscal year of City ( "Business Plan"). City shall have the sole authority to review and approve each Business Plan, including the annual Pier Budget (as hereinafter defined) contained therein as necessary to implement each approved Business Plan. Each Business Plan shall include, without limitation, each of the following: (a) a detailed description and schedule for those activities, events, programs, and other areas of responsibility assigned to SMPRC in this Agreement, including, without limitation, those duties concerning Pier advertising, event production and coordination, sponsorships and trademark 7 licensing, marketing and sampling/promotions, film permitting, community outreach, service contracts and insurance as more fully set forth in Sections 2.1, 6 and 7; (b) a summary of advertising and marketing activities, events and programs to be undertaken by SMPRC on behalf of City if funds are available pursuant to Section 7.2 of this Agreement. (c) a detailed description of the activities, processes and status related to the Pier Master Plan, and the development of guidelines for Leasing, Marketing, Events, and Sponsorship. 4.2 Annual Pier Budget Together with the annual Business Plan summarized in Section 4.1 above, SMPRC shall prepare and submit to City for City Council's approval, by April 15 of each fiscal year, a pro forma operating budget and forecast of income and expenses for implementation and performance ofthose activities, events, programs, and other areas of responsibility assigned to SMPRC in this Agreement ( "Pier Budget "). City shall have the sole authority to review and approve each Pier Budget. For each fiscal year, the Pier Budget shall include, without limitation, each of the following elements: (a) a pro forma forecast of income and expenses considered necessary by the SMPRC to implement the duties and responsibilities assigned to SMPRC in this Agreement including, without limitation, Pier advertising, event management, sponsorships, licensing, special events, film permitting, community outreach, service contracts and insurance; and (b) a pro forma operating budget setting forth the cost of SMPRC's operation including, without limitation, the cost of SMPRC's staff salaries and benefits, out -of- pocket expenses, and costs associated with office operations. The operating budget shall also set forth the estimated cost of SMPRC' s advertising and marketing activities which may be performed by SMPRC on behalf of City if funds are available as set forth in Sections 4.2 and 9.1 of this Agreement; and (c) a comparison of the proposed budget for each line item with the previous year's budget and estimated year -end expenditures. 4.3 Annual Report The SMPRC shall submit an Annual Report to City by October 1 of each fiscal year. Such report shall contain, in appropriate detail, all of the following requirements: a) A narrative description of the SMPRC's activities and accomplishments during the Fiscal Year; b) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year; e) The principal changes in assets and liabilities, during the fiscal year; 0. d) The revenue or receipts of the SMPRC, both unrestricted and restricted to particular purposes, for the fiscal year; e) The expenses or disbursements of the SMPRC, for both general and restricted purposes, during the fiscal year; i) Any information required by Section 5322 of the Californiallonprofit Public Benefit Corporation Law (pertaining to certain transactions and indemnifications involving interested persons); and g) Such other information concerning the corporation as may be requested by the City Council in writing not less than ninety (90) days preceding the end of such fiscal year. 4.4 Implementation of Business Plan and Pier Budget Once approved by City Council, SMPRC shall implement the Business Plan and Pier Budget and, except as otherwise required by this Agreement or the Business Plan, shall be authorized without the need of further Council approvals to make the expenditures and incur the obligations provided for in such Business Plan. During any fiscal year, either party may propose an amendment to the Business Plan or Pier Budget based on changed circumstances, which amendment must be approved by City in writing. 4.5 Performance Within Pier Budget SMPRC shall use diligence and employ all reasonable efforts to ensure that the actual costs of promoting, marketing and performance of its responsibilities on the Pier shall not exceed the Pier Budget. Transfer of funds among budget categories will require prior approval of the SMPRC Board. In addition the transfer of funds among budget categories that exceed 10% in aggregate of the originally approved Pier Budget will require City approval. Where feasible, SMPRC shall attempt to reduce actual costs of performance of its responsibilities on the Pier below the amounts specified in the Pier Budget. All expenses must be charged to the proper account on the Pier Budget and no expense may be classified or reclassified for the purpose of not accounting for an excess in the annual budgeted amount of an accounting category. Any contract entered into by the SMPRC shall not exceed the length of the then current fiscal year, unless such contract specifies that contractual obligations beyond such fiscal year shall be subject to budgetary and programmatic approval of the City Council. 4.6 Accounts, Books and Records The SMPRC shall maintain its books and records in accordance with generally accepted accounting principles ( "GAAP ') to facilitate accurate preparation of necessary fiscal reports and in the form required by the City' s Director of Finance and reasonably acceptable to the City. Such books and records shall be maintained by SMPRC at SMPRC' s address set forth below or at such other location as may be mutually agreed upon in writing, and shall be so maintained for a period of ten (10) years after the creation of such books and records (except in the event of an audit, litigation or other proceeding involving such books and records which is not complete within said ten (10) year period, in which case, the books and records shall be maintained until the conclusion of the proceeding), or for such other period as City and SMPRC shall agree. City and its representatives shall have the right of access to audit and to inspect all books and records maintained by SMPRC with respect to the Pier. All audits shall be at City's cost, shall be conducted during normal business hours and shall be conducted at SMPRC' s office where such books and records are located or at the Pier. Any audit may be conducted by City's Director of Finance, City's direct employees or by independent auditors engaged by City. SMPRC shall cooperate with City's auditors and accountants in any inspection and audit of the books and records and the preparation of financial statements and tax returns. Should an inspection or audit reveal material weaknesses or material errors in record keeping, SMPRC shall imrnediately correct such weaknesses or errors. SMPRC shall expend commercially reasonable best efforts to control accounting and financial transactions as is reasonably required to protect City's assets from theft, error or fraudulent activity on the part of SMPRC's associates or direct employees. 4.7 Accounting and Monthly Statements Monthly statements of SMPRC operations shall be provided to City within thirty -five (35) days after each month hereunder and shall show payments, collections, delinquencies, uncollectible items, and other matters pertaining to SMPRC's operations including promotion, marketing, special event rental and filming during the preceding month. The statements shall include a comparison of monthly and year -to -date actual income and expenses with the Pier Budget. SMPRC shall, on a quarterly basis, provide City with an analysis of any significant variances between budgeted and actual amounts. Such statements and reports shall be in a form required by City and shall itemize the revenues generated from each of the Pier's events, program and activities. 4.8 Copies of Books and Records SMPRC shall maintain, and shall supply to City upon request, copies of all books and records maintained by SMPRC for the Pier, including, but not limited to: (a) All bank statements, bank deposit slips and bank reconciliations; (b) Detailed cash receipts and disbursement records; (c) Detailed trial balance; (d) Paid invoices; (e) Summaries of adjusting journal entries; (f) Supporting documentation for payroll, payroll taxes and employee benefits; and (g) Vouchers, contracts, statements and records from all independent contractors engaged by SMPRC. 10 4.9 Miscellaneous Reports and Information SMPRC shall deliver to City copies of all notices, agendas, and minutes of SMPRC Board meetings, quarterly financial reports of expenditures, and monthly reports detailing, rentals, filming, carousel parties and promotions, in a form approved by City. In addition, SMPRC shall prepare, from time to time, reports concerning such other matters relating to its responsibilities as City may reasonably request. 5. TERM OF AGREEMENT The term of this Agreement shall commence upon the Execution Date, and shall terminate two (2) years thereafter unless terminated earlier pursuant to Section 12.3. 6. VISION STATEMENT FOR PIER AND PLANNING RESPONSIBILITES 6.1 Visioning and Master Planning. SMPRC shall: (a) assist the City in its preparation of a Vision Statement for the Santa Monica Pier; (b) provide recommendations to the City on the selection of the consultant retained to assist with preparation of the Santa Monica Pier Master Plan; (c) assist the City in facilitating public and stakeholder participation in the preparation of a Santa Monica Pier Master Plan; and (d) provide assistance and information to City staff and consultants, and review and make recommendations about the short term and long term planning, development and use objectives for the future development on the Pier and improvements in the use and operation of the Pier. 6.2 Policy Guidelines. SMPRC shall prepare and make recommendations to the City for the City's approval, policies and guidelines regarding Pier Marketing, Events, Sponsorships, and Leasing guidelines for the uses of City -owned property available for lease and license on the Pier. 6.3 Evaluation. At the conclusion of the Term, SMPRC shall provide an evaluation of the effectiveness of the Pier Governance realignment and may recommend to the City modifications to the roles and responsibilities of the SMPRC. 11 MANAGEMENT RESPONSIBILITIES SMPRC shall use commercially reasonable best efforts in performing the following specific functions: 7.1 Sponsorship and Event Underwriting Programs SMPRC and City agree that it may be desirable to involve the Pier with one or more sponsorship or event underwriting programs so as to increase revenues or other resources that may be made available, including, without limitation, in -kind contributions in support of Pier operations, marketing, events and other functions. SMPRC shall be responsible for developing appropriate concepts and general parameters for any sponsorship, fundraising and event underwriting programs involving the Pier ( "Sponsorship Guidelines "), for the review and approval by the city as soon as practicable upon the execution of this Agreement. SMPRC. Upon approval by the City of the Sponsorship Guidelines, SMPRC shall implement such programs in accordance with approved guidelines and SMPRC in full compliance with all applicable laws, regulations and ordinances. SMPRC shall provide the City with a full and complete accounting of such revenues on at least a quarterly basis. 7.2 Marketing and Promotion SMPRC shall develop and implement various marketing programs from time to time to enhance the commercial operation and aesthetic quality of the Pier and adjacent areas and to emphasize the Pier's historical and recreational significance. These marketing programs, including without limitation, advertising, promotions, marketing, and media relations relating to the Pier, the Pier logo, and related products, will create public awareness of the various activities and special events relating to the Pier and future development plans concerning the Pier. The SMPRC shall establish appropriate concepts and general parameters for marketing programs involving the Pier, and shall prepare written guidelines ( "Marketing Guidelines ") for review and approval by the City as soon as practicable upon the execution of this Agreement. Upon approval by the City of the Marketing Guidelines, SMPRC shall implement such programs in accordance with guidelines and in full compliance with all applicable laws, ordinances and regulations, and all tenant leases. SMPRC shall provide the City with a full and complete accounting of such revenues on at least a quarterly basis and all expenses incurred by the SMPRC related to marketing shall be in accordance with the Business Plan and Pier Budget. 7.3 Special Events SMPRC shall coordinate and oversee various special events to enhance community participation and enjoyment of the Pier, taking advantage of the Pier's historical and public recreational significance. A. Private Events SMPRC shall establish appropriate concepts, fees and general parameters for special events involving the Pier, and shall prepare written guidelines ( "Event Guidelines ") for review and approval by the City as soon as practicable upon the execution of this Agreement. Event IPA Guidelines are to include guidelines for limited private events for the Pier, and such private events are to be in compliance with City ordinances, regulations and Special Event permitting process. B. SMPRC Produced Events SMPRC shall develop, produce and implement public events to enhance community participation and enjoyment of the Pier. SMPRC Event Guidelines are to include guidelines for public events at the Pier produced by the SMPRC ( "SMPRC Produced Events "). A SMPRC Produced Event is defined as an event in which the SMPRC has the primary role in planning, preparing and implementing, including securing funding, marketing, making purchasing decisions and contracting with vendors. For SMPRC Produced Events which are free to the public, City will waive pier parking lot rental fees and, if otherwise applicable, carousel rental fees, carousel deck rental fees and rental of other City managed event space on the pier deck. All SMPRC Produced Events shall be in compliance with City ordinances, regulations and Special Event permitting process. C. Carousel Events Carousel Events may be a private, semi - private, or SMPRC Produced Event. Such events shall comply with the provisions more fully described in Section 7.9 and in Exhibit `B ". 7.4 Filming at the Pier SMPRC and City agree that it may be desirable to permit filming of and/or on the Pier from time to time to create revenues for the Pier and to bring attention to the Pier's historical and recreational significance. SMPRC shall solicit, negotiate, and manage filming rights at the Pier. SMPRC shall be responsible for establishing appropriate concepts, fees and general parameters for permitting such filming involving the Pier, and for implementing SMPRC policies to bring about appropriate filming at the Pier and coordinate any such filming with the daily operation of the Pier so that the interests of the public and the tenants are protected. All filming shall be in compliance with City ordinances, regulations and Filming Guidelines. Location fees shall be approved by the City. 7.5 Marks SMPRC shall be the exclusive agent for the City to conduct the licensing of the City's service marks, copyrights, representations, names, logos, artwork, photographs, graphic depictions or other material related to the Pier and the sign affixed to the entrance of the Pier (collectively, the "Marks "). SMPRC shall establish and implement appropriate concepts, fees and general parameters for licensing the Marks consistent with the Marketing Guidelines. This provision is not intended to convey any proprietary interest in the Marks to the SMPRC, and the City shall remain the owner of all proprietary interest in the Marks throughout the term of this Agreement. SMPRC shall honor all currently existing licensing arrangements set forth in the tenant lease agreements. 13 7.6 Street Performer Monitoring SMPRC shall monitor and promote the use of designated Pier street performance zones in a fair and equitable fashion that follows the regulations set forth in the municipal code as it applies to the Pier. SMPRC will serve as a liaison and coordinator with City. City is responsible for the enforcement of the municipal code. 7.7 Community Outreach SMPRC shall conduct community outreach efforts including but not limited to, volunteer programs, education programs, community fimdraising, and community events. hi addition SMPRC shall work to improve public awareness of pier history and resources available for public and community use. 7.8 Carousel Special Event Rental SMPRC shall book, promote, manage, coordinate, and monitor semi - private and private use including birthday parties, filming and special events at the Santa Monica Pier Carousel and Carousel Deck. These duties include administrative tasks such as responding to public inquiries, marketing to potential clients, maintaining event scheduling, providing tours of the facility, and informing the public of special event policies and procedures. SMPRC will comply with all applicable laws including, but not limited to, ordinances, regulations and guidelines in connection with such activities. Further, SMPRC management requirements and responsibilities are set forth in Exhibit `B ", Carousel Event Rental, which is attached hereto and incorporated herein. 8. METHODS OF OPERATION 8.1 Contracting All service contracts for expenditures included within the Pier Budget shall be paid by SMPRC from funds provided by City pursuant to this Agreement. Without relieving it of its obligations hereunder, SMPRC shall be entitled, at its expense, to enter in its own name into such subcontracts with third parties to perform any of the functions which are the subject of this Agreement and the Business Plan. Upon any termination of this Agreement, SMPRC shall, if and to the extent requested by City, assign all assignable contracts executed by SMPRC to City. 8.2 Compliance with Laws (a) In performing all of the services provided by SMPRC pursuant to this Agreement and any exhibits hereto, SMPRC shall be responsible for compliance with: (i) all applicable federal, state and municipal laws, ordinances, regulations and orders; (ii) applicable laws and regulations relating to workers' compensation, social security, unemployment insurance, hours of labor, wages, working conditions and other employer- employee related subjects; and (iii) the rules, regulations or orders of the local Board of Fire Underwriters or other similar body. SMPRC shall promptly remedy any violation of any such law, ordinance, rule, regulation or order which comes to its attention. Expenses incurred by SMPRC in so complying and in 14 correcting any such violation shall be included in the Pier Budget, provided, SMPRC shall be solely responsible for any fine or other cost or penalty imposed upon City stemming from SMPRC's failure to comply with any law, ordinance, rule or regulation, provided that the City, in its fiduciary capacity, does not cause such violation (or prevent SMPRC's compliance therewith). (b) SMPRC agrees that, for the purpose of compliance with the requirements of the Occupational Safety and Health Act of 1970, as amended ( "OSHA "), work performed on the Pier by or under the supervision of SMPRC shall be deemed entirely within SMPRC's responsibility. SMPRC will notify City promptly, in writing, if SMPRC observes an unsafe condition on the Pier, or if a charge of non - compliance with OSHA has been filed or to SMPRC's knowledge threatened to be filed against SMPRC or City in connection with the Pier. 8.3 Employment of Personnel (a) In accordance with the Business Plan, SMPRC shall have in its employ at all times during the term of this Agreement a sufficient number of capable employees to enable it to properly, adequately and economically perform its responsibilities consistent with this Agreement and the standards contained herein. All matters pertaining to the employment, supervision, compensation, promotion and discharge of such employees, as well as union negotiation and compliance with laws and regulations dealing witFh employee matters, are the responsibility of SMPRC, which is in all respects the employer of such employees. SMPRC shall be responsible to City for the acts and omissions of its agents and employees, each acting within the scope of his or her relationship with SMPRC. If SMPRC enters into contracts with independent contractors, SMPRC shall require that each independent contractor comply with the provisions of Section 11, below, and be responsible to SMPRC and City for the acts and omissions of the independent contractor's agents and employees. For security purposes, SMPRC shall use commercially reasonable efforts to screen persons employed by SMPRC prior to employment and giving them access to the Pier. SMPRC shall ensure that all of its employees understand that they are the employees of SMPRC and not City. The wages, salaries and other compensation paid to employees and independent contractors of the SMPRC shall be paid by SMPRC from the Pier Budget. (b) SMPRC shall provide equal opportunity employment to all people without regard to race, religion, color, sex, marital status, national origin, age, disability, the condition of having AIDS and /or sexual orientation. SMPRC shall provide City with a copy of its personnel policies manual which sets forth the policies governing the transactions between employees and prospective employees and SMPRC relating to employment benefits and other personnel- related activities. 9. FINANCIAL MATTERS 9.1 SMPRC Account Funds shall be transferred from City into a SMPRC Account ( "SMPRC Account") in advance as requested by SMPRC from time to time, typically on a quarterly basis, sufficient to cover the amounts expendable pursuant to this agreement or the Business Plan. SMPRC shall 15 also deposit all revenue and income received by or for the SMPRC from sponsorship fees, licensing fees, filming fees and event revenue into the SMPRC Account. SMPRC shall identify all such revenue and income by source and provide a report to the City, on a monthly basis, identifying the revenue and income. Under no circumstances shall the aggregate amount of draws from the SMPRC Account exceed the approved annual Pier Budget in any fiscal year. It is understood the periodic amounts deposited into the SMPRC Account may fluctuate, as income varies, provided all such funding shall be in accordance with the Business Plan and the approved Pier Budget. The SMPRC Account shall be in a separate bank account established by SMPRC at a bank utilized and approved by the City. All funds so deposited shall be held in trust for City, and shall be disbursed in accordance with this Agreement and the Business Plan. SMPRC shall pay ftom the SMPRC Account all expenses of the SMPRC for which it is responsible under this Agreement. 9.2 Payment of Bills SMPRC shall pay promptly all expenses it incurs in the performance of this Agreement and agrees to hold City harmless from and against any claim or liability on account of nonpayment of such expenses when properly due and payable and so long as there are sufficient amounts in the SMPRC Account to cover such expenses. Upon demand, or on expiration or earlier termination of this Agreement, SMPRC will pay over promptly to City any balance remaining in the SMPRC Account, after deducting any suns properly due and owing to SMPRC hereunder, subject to Section 11.1 hereof, and shall remove its name as a signatory on the SMPRC Account and shall submit an itemized accounting of such sums together with such supporting data as City may reasonably require. 9.3 Deposit of Revenues SMPRC shall deposit all revenue and income received by or for the SMPRC from parking fees and Carousel rental fees for special events with the City no later than fifteen business days following receipt of such revenues and income. SMPRC shall identify all such income and revenue by source and provide a monthly report to the City identifying the revenue or income. 9.4 Allocation of Excess Reserves At the completion of each fiscal year the SMPRC Board shall determine the amount of Excess Reserves, if any, available for reallocation. Excess Reserves are defined as revenues in excess of the Operational Reserves at the end of each fiscal year. At the completion of each fiscal year, the SMPRC shall inform the City of the amount of Excess Reserves, and the parties will jointly agree on the application of such proceeds. 10. FUNDING OF SMPRC 10.1 Funding City shall fund the SMPRC each fiscal year through City's normal budgetary process as necessary for SMPRC to perform its services pursuant to this Agreement. SMPRC shall submit its budget requests annually with its Business Plan, allowing City staff adequate time to incorporate such request through City' s normal budget process, and City shall approve or disapprove the same in a timely manner allowing SMPRC adequate time to avoid unnecessary disruption of regular SMPRC operations. Nothing herein shall be deemed to obligate City to approve funding for any particular expense or program. 10.2 Employee Compensation SMPRC shall pay for the compensation of its employees from the Pier Budget. SMPRC agrees to compensate its employees on the following basis: (a) The number, job classifications, general duties and salaries of employees of SMPRC shall be determined by SMPRC. All wages, salaries, and other compensation shall be reasonable in amount and shall be paid by SMPRC from funds provided by City pursuant to the Pier Budget and this Agreement. (b) SMPRC shall make disbursements and deposits for all compensation and other amounts payable with respect to persons employed by SMPRC in the performance of its responsibilities on the Pier. The amounts so payable shall include, but not be limited to, wages, salaries, and other compensation, unemployment insurance, social security, worker's compensation, employee benefit packages, payroll processing, recruiting agency fees and other charges imposed by a governmental authority or provided for in a union agreement. SMPRC shall maintain complete payroll records. 10.3 Office Space and Parking (a) City shall provide for SMPRC's use at no cost to the SMPRC an adequately furnished management office on the Pier together with telephone service, janitorial service and certain office supplies, to be utilized directly for the benefit of the Pier, (b) City shall provide parking at no cost for SMPRC's employees. SMPRC employees shall park their cars only in such areas designated by City. (c) City shall provide for SMPRC's use three hundred fifty (350) hours of validated parking per calendar year for use by SMPRC's business invitees. Validations in excess of the amount specified herein must be purchased by SMPRC. 10.4 Payment and Record of Expenses Payment of the expenses of the SMPRC set forth in this Agreement, subject to the provisions of the Pier Budget, shall be made from the SMPRC Account described in Section 9.2 above. A detailed summary of such expenses shall be included on SMPRC's regular accountings to City. 10.5 Matters Beyond SMPRC Responsibility SMPRC shall not be responsible for the payment of any property taxes, assessments, or other costs associated with the ownership of the Pier, except as may be specifically required to 17 be paid by SMPRC pursuant to this Agreement or the Business Plan or as otherwise required or approved and funded by City. 10.6 Reversion of Property Any assets, including without limitation furniture, equipment, and supplies, purchased with funds obtained by SMPRC from any source pursuant to the Pier Budget shall revert to City at the termination of this Agreement, unless a new agreement is entered into between City and SMPRC for a purpose similar to this Agreement. 11. INDEMNIFICATION AND INSURANCE 11.1 Indemnity by City It is understood between the parties that SMPRC insurance set forth in Section 11, below, shall be the primary insurance in connection with the Indemnified Claims defined below. To the extent that SMPRC insurance does not cover any such Indemnified Claim, the City agrees to indemnify, save, protect, defend and hold harmless SMPRC and its officers, directors, agents and employees (collectively, the "SMPRC Indemnitees ") from any liability, claim, action, proceeding, loss, damage, cost, expense, or injury to persons or property (collectively, "Indemnified Claim ") arising directly or indirectly from or in any manner related to this Agreement or the performance thereof. SMPRC shall promptly notify the City of any Indemnified Claim and cooperate with the City in connection with the defense of such Indemnified Claim. The SMPRC Indemnitees must first seek coverage for any defense and indemnity with respect to the Indemnified Claim from SMPRC's insurer and must either exhaust such coverage or be denied such coverage. To the extent coverage from such insurer has been exhausted or coverage has been denied, the City shall defend the SMPRC Indemnitees from such Indemnified Claim, at the City's sole cost and expense through the Santa Monica City Attorney's Office, subject to any reservation of rights under this Agreement. Notwithstanding the foregoing, the City shall not be required to indemnify any SMPRC Indemnitee against any Indemnified Claim caused by the gross negligence or willful misconduct on the part of such SMPRC Indemnitee. 11.2 SMPRC's Insurance. SMPRC shall procure and maintain for the duration of the agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the SMPRC's services performed under this agreement. The cost of such insurance shall be borne by the SMPRC. The requirements of insurance are set forth in Exhibit "C ", Insurance Requirements and Verifications, which is attached hereto and incorporated herein. 11.3 Third Party Indemnity Except as otherwise approved in writing by the City, SMPRC shall require that all persons it employs hereunder (other than common law employees) indemnify and save City, its City Council, its boards and commissions, its agents, representatives, employees, and lenders designated by City, SMPRC and their respective officers, directors, agents, employees, and 18 affiliates harmless from, and defend them against, all liabilities, losses and claims, and reimburse them for all expenses they incur (including the costs of litigation and reasonable attorneys' fees) on account of personal injury or death to persons and damage to property which occurs on the Pier, to the extent caused by the misconduct or wrongful or negligent act or omission of such independent contractor, or employees or agents of such independent contractor, arising from or related to the performance of work or services it performs on or about the Pier, or from such contractor's property. Each independent contractor that SMPRC employs hereunder shall pay for and defend any and all suits or actions threatened or instituted against SMPRC or City, its City Council, its boards and commissions, its agents, representatives, employees, and its lenders designated by City, and shall pay all reasonable attorneys' fees, litigation costs and all other expenses in connection therewith, and shall promptly discharge any judgments arising therefrom. These conditions shall also apply to any work or operations subcontracted by such contractors. Such provisions shall expressly survive the expiration of any contracts in which they are contained. 11.4 City's Insurance City may self - insure or may carry, at its own expense, property damage and public liability insurance for the Pier if and to the extent that City determines in its sole discretion that such insurance is reasonably required. SMPRC and its officers, directors, and employees shall be named insureds under these insurance policies to the same extent that the Councilpersons of the City Council of City are insured. 12. TERMINATION 12.1 Termination Upon Default. In the event the SMPRC fails to perform any of its obligations hereunder, the City shall provide the SMPRC with notice of default and the steps necessary to cure said default. SMPRC shall cure such default within thirty (30) days from the date of written notice from the City. If, however, the default cannot reasonably be cured within such time period, the City may extend the time period for cure up to ninety (90) days. 12.2 Termination for Convenience. This Agreement may be terminated by either party, without cause and for convenience, by giving three (3) calendar months prior written notice to the other party of intent to terminate. Such notice to terminate may be given by the City or SMPRC and, in such event, the Agreement shall continue in force for the balance of the fiscal year during which the notice to terminate is given. Any uncommitted or unexpected budget funds at the end of such fiscal year shall be returned by the SMPRC to the City. 12.3 Force Majeure. This Agreement may be terminated by City, by at least thirty (3 0) days' written notice to SMPRC, upon the destruction of a substantial part of the Pier, or if the Pier is rendered untenantable in whole or in part, by fire or other casualty, provided that City does not thereafter proceed with the reconstruction of the Pier. If City does so proceed to commence the reconstruction of the Pier, or any portion thereof, within eighteen (18) months after such destruction, this Agreement shall immediately again become effective and binding on both parties. 19 means: 12.4 Obligations Upon Termination. Upon the termination of this Agreement by any (a) SMPRC shall immediately convey to City all unspent and unencumbered funds within the SMPRC's possession or control, together with an accounting of all financial obligations of the SMPRC at the time of termination. SMPRC shall (i) render to City a final accounting of income and expenses of the Pier as provided in this Agreement; (ii) deliver to City all income and all security deposits from the Pier for which SMPRC is responsible hereunder, if any. If any dispute exists between City and SMPRC concerning the payment of unpaid amounts, payment or reimbursement of expenses or other amounts to be paid under this Agreement as of the date of termination, SMPRC shall deposit the disputed amount (if in SMPRC's possession) on the date of termination into an escrow account with an independent escrow holder which requires the agreement of both City and SMPRC to release the funds; and (iii) deliver to City all keys, records, contracts, receipts, unpaid bills and other documents relative to the Pier and in SMPRC's possession at the date of termination and to assign to City all of its rights and obligations in purchase orders, contracts, warranties, and other commitments which City requests that it assign. (b) All personal property (including but not limited to equipment, hardware, trade and non -trade fixtures, materials and supplies) acquired pursuant to this Agreement or Prior Agreements or any of the Business Plans, whether paid for directly by City or by way of reimbursement to SMPRC, shall become the property of City and shall remain on the Pier at the termination of this Agreement. 12.5 Survival. This Article shall survive the expiration or earlier termination of this Agreement. 13. GENERAL PROVISIONS 13.1 Notices All notices, approvals, demands, reports and other communications provided for in this Agreement (individually, a "Notice ") shall be in writing and shall be given to such party at its address set forth below or such other address as such party may hereafter specify for the purpose by Notice to the other party listed below. Each Notice shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by certified or registered mail, return receipt requested, deposited with the United States Mail with first -class postage prepaid, seventy -two (72) hours after such Notice is deposited with the United States Mail, (c) if given by overnight courier with overnight courier charges prepaid, twenty -four (24) hours after delivery to said overnight courier, or (d) if given by any other means, upon delivery when delivered at the following address: If to City: Office of the City Manager of the City of Santa Monica 1685 Main Street, Room 209 W: Santa Monica, California 90401 Attention: City Manager with a copy to: and Office of Pier Management 200 Santa Monica Pier, Tower Office Santa Monica, CA 90401 Attention: Pier Manager Housing and Economic Development Department Economic Development Division 1901 Main Street, Ste E Santa Monica, CA 90405 Attention: Economic Development Manager City Attorney's Office 1685 Main Street, Third Floor Santa Monica, CA 90405 Attention: City Attorney If to SMPRC: Santa Monica Pier Restoration Corporation 200 Santa Monica Pier Santa Monica, California 90401 Attention: Executive Director 13.2 Prohibition Against Transfers Except for the retention of consultants, contractors or other third parties to assist the SMPRC in providing the management sei vices required hereunder, SMPRC shall not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City, which may be withheld at the City' s sole discretion. Any attempt to do so without the City' s consent shall be null and void, and any assignee, hypothecatee or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. This Agreement and the rights and obligations of the City hereunder shall not be assignable by the City, voluntarily or by operation of law. 21 13.3 Non - Discrimination Any contracts or agreements entered into or hiring by SMPRC shall comply with Title VI of the Civil Rights Act of 1964 (Public Law 88 -352), as applicable. Any contracts awarded by SMPRC shall comply with the terms of this Section. 13.4 Amendments All amendments to this Agreement shall be in writing and executed by both parties. 13.5 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 13.6 Cooperation Should any claim, demand, action or other legal proceeding arising out of matters covered by this Agreement be made or instituted by any third party against a party to this Agreement, the other party to this Agreement shall furnish such information and reasonable assistance in defending such proceeding as may be requested by the party against whom such proceeding is brought. 13.7 Waiver of Rights The failure of City or SMPRC to seek redress for violations, or to insist upon the strict performance of any covenant, agreement, provision or condition of this Agreement, shall not constitute a waiver of the terms of such covenant, agreement, provision or condition at any subsequent time, or of the terms of any other covenant, agreement, provision or condition contained in this Agreement. 13.8 No Recourse Any other provisions of the Agreement notwithstanding, the parties agree that there shall be no recourse against any employee, officer, director, agent, representative or affiliate of City or SMPRC, including without limitation the City Council and the Interim SMPRC Board, for any payments due, or the enforcement of any obligations under this Agreement; each party's liability under this Agreement shall be limited to the amount which can be recovered from such party's assets. 13.9 Severability If any provision of this Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 22 13.10 No Third Party Beneficiary Without limiting the rights of any secured lender which receives an assignment of City's interest hereunder for security purposes, this Agreement is made solely and specifically between and for the benefit of the parties hereto, and no other person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. 13.11 No Lien This Agreement does not create a lien of any kind upon the Pier or any other real or personal property. 13.12 Integration Subject to any currently existing Business Plan, this Agreement and any Exhibits attached hereto and made a part hereof set forth the entire agreement and understanding of the parties with respect to the subject matter hereof, supersede and take the place of any and all previous agreements entered into between the parties hereto relating to the subject matter of this Agreement. 13.13 Nuisance SMPRC shall not maintain, commit, or permit the maintenance or commission of any nuisance on the Pier in connection with the performance of services under this Agreement. IN WITNESS WHEREOF, City and SMPRC have executed this Agreement as of the day and year first above written. APPROVED AS TO FORM: MARSHA JONES MOUTRIE City Attorney ATTEST: 719 CITY OF SANTA MONICA, a municipal corporation By: ROD GOULD City Manager MARIA STEWART City Clerk 24 SANTA MONICA PIER RESTORATION CORPORATION, a non -profit public benefit corporation By: Name: Title: By: Title: EXHIBIT "A" PIER SITE MAP 25 EXHIBIT `B" CAROUSEL SPECIAL EVENT RENTAL SMPRC shall book, promote, manage, coordinate, and monitor semi - private and private use including birthday parties, filming and special events at the Santa Monica Pier Carousel and Carousel Deck. These duties include administrative tasks such as responding to public inquiries, marketing to potential clients, maintaining event scheduling, providing tours of the facility, and informing the public of special event policies and procedures. SMPRC will comply with all applicable laws including, but not limited to, ordinances, regulations and guidelines in connection with such activities. Further, SMPRC management responsibilities and requirements shall include the following: (1) Management Fee. Compensation. For management of Carousel and Carousel Deck booking, SMPRC shall be compensated fifty percent (50 %) of all rental fees charged, including rental fees for private and semi - private parties, special events and filming and commercial photography held at the Carousel and Carousel deck. Fees for facility rental shall be consistent with rates approved by the City. The SMPRC may charge additional fees for services above and beyond the facility rental fees, including, but not limited to, table and chair rentals, referral fees, commissions, advertising fees, and sales of merchandise, party favors and memorabilia. The SMPRC may retain one hundred percent (100 %) of additional fees for services beyond the facility rental fee. (2) Collection of Facility Rental Fees. The SMPRC shall be responsible for collection of the rental fees for Carousel events held in the Carousel and on the Carousel Deck. Checks will be made payable to SMPRC. (3) Remittance to City. SMPRC shall remit to the City 50% of the rental fees collected for the month by the 10th day of the following month. (4) Special Events and Filming Hours. Semi - private events (which include children's parties or parties that do not serve alcohol) may be held during the public operating hours of the Carousel. Event users will comply with and obtain any applicable permits required for the use of the site. Special events and commercial filming may occur during regular Carousel operating hours, provided they do not interfere with regular Carousel operations. Private events must be held before or after Carousel operating hours. Set -up for private parties in the Carousel may begin one -hour before closing. The Carousel may only be closed for private parties during regular operating hours with prior consent of the City. 26 (5) Custodial Services. The SMPRC shall be responsible for the procurement of custodial services for special events held at the Carousel. SMPRC may collect a custodial fee from the user in addition to the facility rental fee. At the discretion of the SMPRC, the charge may vary based upon the type of party, number of attendees and the extent of clean -up required. The Carousel must be left in clean and sanitary condition after all special events. SMPRC may bill custodial charges directly to the client (s). The City will not share in the custodial fee. (6) Rental Agreement. SMPRC shall develop a rental agreement in a form subject to City approval. (7) Parking. The SMPRC is required to ensure that parking is available for Carousel special events in accordance with the City Transportation Division's adopted parking guidelines, as they exist or may be amended. All checks for parking will be made payable to the City and coordinated with the City's Transportation Division/Parking Office. (8) Special Event Staffing Requirements. SMPRC shall coordinate with the Carousel Contractor concerning carousel staffing for events scheduled during Carousel public operation hours. At least one (1) SMPRC staff member must be onsite to monitor any special events held in the Carousel including the Carousel Deck. (9) Reporting Requirements. SMPRC is responsible for submitting to the City a detailed monthly report related to Carousel and Carousel deck booking events, in a format approved by the City. (10) Facility Fee. SMPRC may recommend charges for both the Carousel fee rate structure for Carousel special events and the facility rental fee. Both fees will be subject to City Council approval. (11) Security Deposit. The minimum security deposit for semi - private and private events is $500.00, but may be increased at the discretion of SMPRC based upon the type of party and number of attendees. Security deposit checks shall be made payable to SMPRC and returned to client after successful completion of inspection. A security deposit is not required for children's birthday parties. (12) Insurance. The SMPRC shall require that all individuals, groups, corporations, or non -profit organizations hosting an event are required to provide a certificate of insurance. Children's parties during regular Carousel hours are exempt from this requirement. The City of Santa Monica may provide insurance for the day of the event for an additional fee. All caterers, rental supply companies, private security and any other service companies must also provide the City of Santa Monica a certificate of insurance prior to the event, including: $1,000,000 combined single limit to include the City of Santa Monica, Pier Restoration Corporation, and the Carousel contractor as additional insured; Signed Hold Harmless and indemnification Agreement; and Signed Carousel Rules & Regulations Agreement. 27 (13) Security. The SMPRC shall require security for private events, as recommended by the Santa Monica Police Department. In addition, the Santa Monica Police Department reserves the right to assign off -duty officer(s) to be hired by the renter based on the nature and date of the event, and number of guests. Carousel staff operators are not considered security. Security Guards are not required for children's parties. (14) Alcohol Service. The SMPRC shall require that alcohol may only be served in accordance with all state and local laws. Alcohol service is not permitted in the Carousel Building during the hours of public operation. (15) Business License. SMPRC shall require that all vendors obtain a Santa Monica Business License (16) Filming Permit. SMPRC shall require that all videos, photography, still and commercial filming obtain a Filming License. (17) Smoking and Flammable Materials. The SMPRC shall prohibit smoking, candles and other flammable materials in the Carousel or on the deck. On -Site cooking equipment must be approved by SMPRC in accordance with Santa Monica Fire Department guidelines. 0 EXHIBIT "C" INSURANCE REQUIREMENTS AND VERIFICATION SMPRC's Insurance SMPRC shall procure and maintain for the duration of the agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the SMPRC's services performed under this agreement. The cost of such insurance shall be borne by the SMPRC. Coverage shall be at least as broad as A. Minimum Scope and Limits of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including property damage, bodily injury and personal injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project /location or the general aggregate limit shall be twice the required occurrence limit. 2. Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease. 3. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if the SMPRC has no owned autos, Code 8 (hired) and Code 9 (non- owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage. 4. Non Profit Directors & Officers Liability: Insurance against wrongful acts arising out of duties performed by Directors /Officers /Employees on behalf of the organization, with limits of no less than $1,000,000 per claim or occurrence. 5. Crime Policy: Crime coverage covering employee theft, forgery, and inside /outside the premises theft, with limits of no less than $100,000 per occurrence. If the SMPRC maintains higher limits than the minimum shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the SMPRC. B. Other Insurance Provisions. 1. The policies are to contain, or be endorsed to contain, the following provisions: a. Additional Insured Status (CGL policy only): the City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the SMPRC. 29 b. Primary Coverage (all policies): The SMPRC's insurance coverage shall be primary as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self - insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be excess of the SMPRC's insurance and shall not contribute with it. C. Notice of Cancellation (all policies): Each insurance policy will be endorsed to state that coverage shall not be cancelled except after 30 days prior written notice (10 days for non - payment) has been given to the City. d. Waiver of Subrogation (CGL and Workers' Compensation policies): SMPRC hereby grants to City of Santa Monica a waiver of any right to subrogation which any insurer of said SMPRC may acquire against the City of Santa Monica by virtue of payment of any loss under such insurance. This provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all services provided under this agreement by SMPRC, its employees, agents and subcontractors. C. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII unless otherwise approved by the City's Risk Manager. D. Deductibles and Self- Insured Retentions Any deductibles or self - insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the SMPRC to reduce or eliminate the deductible or retention applicable to an acceptable level or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. E. Verification of Coverage SMPRC shall furnish the City of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required above. All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain the required documents prior to work beginning shall not waive the SMPRC's obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. F. Failure to Maintain Insurance Coverage If SMPRC, for any reason, fails to maintain insurance coverage which is required 30 pursuant to this agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this agreement and obtain damages from the SMPRC resulting from said breach. Alternatively, City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the SMPRC, the City may deduct from sums due to the SMPRC any premium costs advanced by the City for such I[DRIKl W401 31 Attachment D -2 Services Agreement Redline CRAC'F NO. �jCCSi AMENDED AND RESTATED SERVICES AGREEMENT BETWEEN THE CITY OF SANTA MONICA U1011 THE SANTA MONICA PIER RESTORATION CORPORATION Page 1. txtfmrrs.... ..... I .................. ...... 2. RE'SPONSIBILITIES ....... .............. 2.1 SMPRC Responsibilities ...... ......... ........ .. ....... v 2.2 Limitation on Activities.... .... ... _ .............. ....... —XI 23 City General Responsibilities ........... ........ .............. vi 3, STANDARD OF CARE.... ....... ... vi 4. B I JS I NESS PLAN, PIER BUDGET AN 1) ANNUAL REPORT. ....... . ".. VI 4.1 Annual Business Plan ...... ........ vi 4,2 Annual Pier Buket ........................................... ............................... .............. vii 4.4 Implementation of Business Plan and Pier Budget.. ....___,_ ........ .... ix 4.5 Performance Within Pier Budget......._._, � ..... ix 4.6 Accounts, Books and Records ...... ........ .... . ......... 4,7 Accounting and Monthly Statements ........................... ...................._........_x . 4.8 iigs of Books and Records .............. ------- ------ �x CoL 4.9 Miscellaneous Reports and Information —. x 5. TERM OF AGREEMENT...... xi 6. VISION STATEMENT FOR PIER AND PLANNING RESPONSIBILYFES..... XI 6.1 _Visioning and Master Planning..._ . ...... ........ xi 6.2 Policy Guidelines ... xi 63 Evaluation ....................................................................... ............................... xi 7. MANAGEMENT IUMONSIBILITIFS ... ___ ............ _ . ........ XIII 7.1 Sponsorship and Event t.Jiider7vrijitig PILoyrat�n . . ..... x1li 7.2 Marketing and Promotion . .......... ............ xiv 7.3 Svecial Events..... .... ........... ...... ............................... xry 74 Filming at the Nei — .... .. .............. �xv 7.5 Marks.... ......... ....... ­ xv 7.6 Street Performer Monitoring........:__ . ... __ .......... .................. __ ....... xv 7.7 Community Outreach ....... ................. ............. _ ........ xvi 7.8 Carousel Special Event Renta ...,., .. xvii 8. METHODS OF OPERATION.____ ... ... XVII 8.1 Contracting. . ...... ........ ....... ........ ....... .... XvIl 8.2 Con-mLlianeevvithl.awsL .......... - xvii L---- _ 9.3 Employment of Personnel.. . ......... ............. . . . .................. . xviii 9.- FINANCIAL MATTERS . ................ ............ .... XVIII 9.1 SMPRC Account ......................... ........................ I ........ I-, ..... I .... I ....... ... . . xviii 9.2 Payment of Bills ....... ..................... - ........ .......... ................ xix 2_3 Deposit of Revenues ....... ....... xix 9A Allocation of Excess Revenues...- .... ............................... ............................ xix 10. OF SMPRC . ...... ......... ....... - ....... XXIV --FUNDING 10.1 Fundin_ .... ........ - ............... 10.2 FLinployee Compensation ........ .... -- ............. ......... ......... -xix xx 10,3 Office ..... 12.5 Survival ........... . . ............ ................ 10.4 Payment and Record of Expenses . ........ ........... .......................... xx 10.5 Matters BU-and SMPRC Res Rons1ibi Ltt3r_ ..Xxi 10.6 Reversion of Pro t y,, ............. ............... I--, ........ .................. � YXI -11. INDEMNIFICATION AND INSURANCE ......................... ........ - ". XXI I L I Indemnity by City . ...... ........ Yxi 11.2 SMPRC's Insurance ....... ........................................................ ........ ....... . xxii 11.3 Third Party .................................. ........... 11 A City's Tnsurance ..... .... .. . ... I-- .......... .... --- .... .......... - ...... xxiv 12. TERMINATION ............. - ............. - .... - ....... ....................... ......... ....... - ....... XXIV 12.1 Termination Upon Default.--..-- . ..... ....... ............... ... xxiv 12.2 Termination for Convenience - , ..... ........................ ........................ xxiv 12.3 Force xxv 12.4 _Obligations Upon Termination_ .... xxv 12.5 Survival ........... . . ............ ................ ................... xxvi 11 GENERAL PROVISIONS .............. - I ... 1. 1 1 1. - xxvi 13.1 Notices...- .... .... ...... ........... ....... xxvi 13.2 Prohibition M-ainst'fransfers ...... xxvii 13.3 Non-Discrimination...-- ...................... iii 13.4 Amendments ..... ..................... ......... ........ ............. xxviii 13.5 Goveminvy ...... - --.1-- .... I .... -.1 ... Yxviii 13.6 _Law Cooperation ......... ................. ...... ................... ............. ................. xxviii 13.7 Waiver ot]Righ . ... ....... xxix 13.8 No Recourse ... ......... ................. ........... xxix 13.9 Severmbility •................................. I I ... 11 ...... xxix 13.10 No Third Party Beneficiary .... ...... ......... ........... .................. xxix 13.11 No Lien ...................................................................... - ......... - xxix 13.12 Inte2ration ... .•.... ..... ...... ....................... ...........1................ - xxx 13,13 Nuisance ... .......... - xxx AMENDED AND RESTATED SERVICES AGREEMENT BETWEEN THE CITY OF SANTA MONICA AND THE SANTA MONICA PIER RESTORATION CORPORATION THIS SERVICES AGREEMENT ( "Agreement ") is made as of this day of _____ , 240=I_.__ 2012 ( "Execution Date "), by and between the CITY OF SANTA MONICA, - - - - - -- ---- - - - - -- a California municipal corporation ( "City "), and the SANTA MONICA PIER RESTORATION CORPORATION, a California non - profit public benefit corporation ("SMPRC"), with respeetto the following: RECITALS A. Cam. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. Pier. City owns and operates that certain real property commonly known as the Santa Monica Pier and consisting of the entire pier platform and certain appurtenant structures, fixtures, improvements, utility lines and systems, public restrooms, public parking sites, stairways and common areas, and maintenance and equipment areas located thereon, including the leasehold space currently occupied by the c-n e,Santa Monica Pier -A uarium. and the Bubba Gump Shrimp Company Restaurant, all as more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (collectively referred to as the "Pier "). C. SMPRC. SMPRC is a California non -profit public benefit corporation foi-ined '9 crz. purpose 3rirss 'rstrng- erry- iirrrev --iz. uvrraznio`r'r�srv�- J'C�Fi=eicn ,1- 13t'E}tt''E:-tif3.n� ecc=v €:.evpr-ivne� U'j Erat3f3i3; �z l Wuly organized and validly existing under the laws of the State of California. Asset forth in the SMPRC' s Articles of Incorporation and Bylaws, the City is the sole member of the SMPRC. �`^ i'r ' " c ' <' d { 11 R F3oard''} wh&7a+e cr:rxx- r�ts�fr'vti.=r"r'cc'¢ -d riaci -G-x app�i==ted�C1111no k DD. Interim SMPRC Board. SMPRC, is governed by a board of directors ( "Interim SMPRC Board ") who are appointed by tire City Council. E. Prior Services Allree►nent. City and SMPRC entered into that certain Services Agreement, dated as of Ianu�`April 21, 2004 and in March 2, 2010 the "Prior Agreement "), for the purpose of governing certain operational and management functions concerning the Pier. This Amended and Restated Agreement is intended to supersede the Prior Agreement.. in accordance with City Council's authorization on December 6, 2011, to modify the role and responsibilities of the SMPRC. Accordingly, upon the commencement of the term of this Amended and Restated Agreement, the Prior Agreement shall terminate and be of no further force or effect. E - -. -- s ,tnn r� i t, F t ry. �- cenl_ i f 1 ,tiE.- �nm�cc rcc, cxfii3'vnc - nircra:,- r-ie=fi`,`s-ct rr t a a + r - z?lEa `2c1?1,e - Fee cccracrccrsr= Giz�vvixcr'r-sn6trxu- o�v� -xvpe ,�S- �r"'E'it-�ZcY -rte Eiiicx�" -'i'r .'� -z`-t t3� %�i'i3$. iii'c � ..:�.'1. b ,J �.� J � Fri." '�' �.' `"�rti�ti'cxrz`Trii-rc�Isb�rsicn' iitEestfl- tiic°,-csia�rc- 7rJCC -aS sE,� 314, infhr °ciie its. " ?rtDYtr ,7 iv u sucia u.s � - --- - -- -i a-ra -ce �reoxrw ee.=xrrs -ire`z �Eit1{�-itt{ifi rSE :tell- 'i'rtli- x4- 'n"`iL -'nil: F__ Areement. The PRC was formed in 1983 for the pt�� pose of assisting fihe Citain restoring and revitalizin a devastated Pier. City and SMPRC rec _ e and acknowledge that the Pier has been restored and todav is an unparalleled public resource and City asset which embodies Santa Monica's values, Lustory and commrmrty. City and SMPRC agree that it is neeessay for bath ap sties to adapt and delineate the roles and responsibilities of the SMPRC to meet the current and future, needs of the Pier as set forth below. Accordingly, City and SMPRC seek to enter into this Agreement for the SMPRC to provide services to develop, implement, and maintain. certain prograins and functions in connection with the Santa Monica Pier, including rnarketi�nd promotin ,the Pier as a destinatiow producing community events; eoordinatinn >�rivate special events, sampling /display promotions, fdm nfundraisinponsorships; trademark licensing; communouheach, and monitoring of street perfor ers. In addition, the SMPRC agrees to assist the City with the formulation of Alarming raid development ob eetives through a Pier Master Plan proc ss, and die development of )olic guidelinesand2c rameters for Leasing, Marketing, Events, and Sponsorship for City's review and approval. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants contained herein, City and SMPRC agree as follows: 1. RAr r- �"sE EXII1Ii1TS The reels- Recitals set forth above and the Exhibits listed herein are hereby incorporated {efre ce Into as a term of this Agreement. b S&Wr �a�r�rarn ,a gree n r aTv OF cMPRC Tl (" S ,t„t6., ar'rcG ky-ne`rebly a'.s�sa- ��?o- .szvcric��iM1 6tii aH r pHilskbl- licks -'rr,c xC- �^nzi- clear -Crr/r� -tc�c^ -.pia r�"'icd -i-ki- this -z'�g?@ = rlf'i?t'tR -d�'d [E} , ]eftieut, and tieui -iu-e ne- cciv`r`ri% iii% t1iE -E3t3�.-az" tier.` r'x- fliid- i'z3z�mz1�"- i?ic -iri {3�1 the l i ri..ine -Indi O "v oases mi i" d> 3F ec s 3 v J 5i tp 1 fn ut -and vin% — 1n � , the SMP-IVC--af, �a ; �forn ��oann a al develFTme tprep 1p v n ts- prc)pesal ' b gtxde�� p r hipa k event anE�'ca i'v p ga i Hx'] ........ I 3.— G AZAL- Exhibit "A" Pier Site Map Exhibit `B" Carrousel Special Event Rental ___. Exhibit "C" htsurance Requirements and Verifications 1 RESPONSIBILITIES 2 9 9'',...,...., 2.1 SMPRC Responsibilifies SMPRC shall be responsible for the promotion anEl{� oteet n t }.n«c of the Pier and for providing several project services (hereinafter called the "Work ") at the Pier. Such Work shall include the obligation to manage, advise, supervise, direct and coordinate the following: (a}�Ca F,vent Production. The development, implementation, - and execution-,raid n3aintenanee -_Of p li s ?r'd p i seE nEe n g b n ral- oan pl HiiHt t t}ro i3E t E) iiirv"u'xa's , £-tal -eH;tl r- tt- tE".; S- iaicz- c�:r:;,�3E�tSE},r- crcczm-.zg� uncx -r4lurugu Piet public community events on the Pier, the coordination and location services for Pier p ivate events including special events, ijrrgng, sLarnplin /displ motions; and rental of the Carousel facility as set forth more particularly in Artie-le- 6rScctu,ns 7.3, and 7.8 below; (b) the preparl-rii@n( b) 1! a keting and subn:�ss' ' Bn- , 111 tnrsProniotion The development, implementation and f3+dbfr €h a a n ual -basi tl�ts e City- s- a�pr@;�a a , t —� �s execution of ro <nams_eaneerning promotine, advertising, an _mar >etma the Pier €came h fs�3ras set forth more particularly in Section 7.2, below; (cjSponso }ships and Fundraising The development, immlementation and execution of sponsorships and fundraising, and trademark licensing as set forth more particularly in A+ -tiele 4Section 7.1, and 7.5, below; l�� -�nc, csarmrsimzciri- i= r��,iHfl�'- 1}nf1si3AhEiv3 ivc ri,tt`s�'r'c:T.z , „1 . H,,)L,,al-ftl-4eaae`,s and ea sc= n�E3di- 1FE- atifJns -pt{:SE',i�tE',d- 13y- tI2e -� aS 5€ t.ellate.7 u - :e- ne- cm-cr ei-c`.ifc n�ltiding �5. ^ tp n' rf3}' niE' if lrdFn emen ts 1? t8r- iiiiE�a�d- �- a�iit- p' LibliF.-£ rc" cci` �- zzs5i: c- ifir�r' rm" "cr}cF¢t""r"ce- tazi`d,- y't'r'.z - r"ra-o�z -o , l � 1 itry uoe @�� iL �s�}pp }e:T - } { }' � aia- '}zrya'ri.,rr-@ni ca'r'tii'. rcrtiiiiE' -a:i �.@t trccr ,•,'a^plittcctrand- atithnHze -nn er- nzv= e��,in-a�n��ri -I Emx'irr z , bete -c` ad ',scr�o'c' cT}iiizcC- tv'rFr; (-?� @tief ser r }ees� l- abei�and- mate -r•. �ci:n;; -aE' '- fciatt�l3 -r E i3 r ' }tti c-d ac��r eC fHi}suan#- ta- fltIrs�gi ee}}tEnt; (lr}tl (d) Pier Street Performers. The monitoring of Pier street performers and pierPier street performer zones as set forth more particularly in Section 7.6 below; (' (e) Community Outreach. The organization of community outreach efforts including the programs -amt -,community awareness campaigns) and education prog)rams_as set forth more particularly in Section 7.7 below;, (0--o'h r Visioning and Pier Master Plan Facilitation. Assisting tle_Cit— the facilitation of public Participation and proyide recommendations to the City on short ternn and long term planning) and development obiectives in the context of the Pier Master Plaanin Process as set forth more part cularly in Section 6. 1, below; (g} Policy Guidelines. Theparat on of rccornmended guidelines for 1'rEr Marketing Events, Sponsorship and Leasing for approval by the City set forth more partiiarty in Section 6.2 7_1, 7.2 and 7.3, below; (h) Other additional services in connection with the Pier as the parties may agree in writ i- from time to time. 32 �timd -as 4.2 Limitation on Activities Except as otherwise set forth in Section 2.1, above the SMPRC shall not enga =e in any other activities not expressly enumerated herein without the written approval ofd zrrethe Cif, Nothing) in this Aereement is intended to convey an horization to the SMPR(' for installation w a .or aboat the Pic rr without the prior written consent of the City in its proprietar ca )acity and in full coral lianee with applicable law. 2.3 Citv General Responsibilities City shall be responsible for Pier infrastructure, maintenance and _.cnaodial; parkin snanag)emenn lease management and tenant relations on the Santa Monica Pier. 3. STANDARD OF CARE., SMPRC shall furnish its best skill and judgment in the performance of the w("Work so as to achieve a high degree of cost efficiency while maintaining quality performance, and shall cooperate with City in protecting and fiuthering the best interests of City regarding the management and protection of the Pier and its immediate environment. 4. BUSINESS PLAN - si°rcm SPIER BUDGET AND ANNUAL REPORT 4.1 Annual Business Plan SMPRC shall prepare and submit to City for City's approval, at- �nW Hlfed4wenty ` Frh �e n ee �tb Anil 15 of each fiscal year, an overall operational, use, and business plan for all activities, policies, and business strategies to be implemented at the Pier by SMPRC for each upcoming fiscal year of City ("Business Plan "). City shall have the sole authority to review and approve each Business Plan, including the annual Pier Budget (as hereinafter defined) contained therein as necessary to implement each approved Business Plan. Each Business Plan shall include, without limitation, each of the following: (a) a stirnmarycletailed desrriptien and schedule for those activities, events, programs, and other areas of responsibility assigned to SMPRC in this Agreement, including, without limitation, those duties concerning Pier advertising, event alanagen and n z eae n u cleiine a :z n F, - coordination, sponsorships and trademark licensing, marketing and rs}euIesamplics�/ promotions, filmpermitting, community outreach, service contracts and insurance . as more fully sct forth in Sections 2.1, 6 and 7; (b) a a a"I'l're'TC`raf a�dci'x'r�'- 'c'can- za�tc' pedL'stPtiktt$ri'C- cn-ccn rr' c�p�HlcH -1� >- Sa�f:�y�i-cck-onri= cEiirr ri"an'- %i- ��v- h�.�'n- "cr�-of the4'-rer, fir(} ri-ate, ` ictivni- xiiv-.' r" ccrt�ravns -rv-c� {j- rv?- x`.iir`�'-iir'. Esc'- Qtcm -anzcc'.stri�i�crrxYCz�c'icii3 t�re�isti ,�rdirranee�kf }- i�t�rc�ve�he Pi€�and- i��nvij�r. ; �j_��� /.7 \.. . t. iiic' itH- •+•i?vii {zi's"n:nt8- 63- 'ri''v'S siE iii- arcs"" 1 """ FrE-'rt•. t4, ,, ,l_r �Prf �.i{ti,• I crizEilatiflt�3iiE{- pat'k3ii ii @dt tEreiti{-}tk siF�l�@Et-Hi'�' lie PSE,�-i3nd -8 �ipiti�i- }n=i�3£4yet3i�'iTts- itn(� -1}�.' }�.'- �s-tlit3t£�31'; (f'� x1 s cTl�'+ i-'r'r'r'¢�'= izEii£ii- Zvi- isti3- caty- lfJi= �3rE? i- ai' cci�a "rn'- .lr�c}l�rF`FL- '- e- 5-[3�3hip pi {}�'iii'rts #E}r�l�l?1e(> (- f}-- aS- rtp}3rfipi�tz3te� rert:F3n3tT3ttiEl�- ttiHtl`sto -City' @ia -lei t F t..r�:.,� F,o F f c i- vr,sarrrm °-rc r�c�xiic[ixi'i. -o. 1�it}s hilitiE:'s- reiittFng Frmzzraic'riinitE,S- repa+r- -ana caichE )1d- H�iitizkgE�mc`4n�izir' (gjb) a summary of advertising and marketing activities, events and programs to be undertaken by SMPRC on behalf of City if funds are available pursuant to z^J" Section 7.2 of this Agreement. (c) a detailed description of the activities = processes and status related to the Pier Master Plan, and the development of guidelines for Leasing, Marketing, Events, and Sp 4.2 Annual Pier Budget Together with the annual Business Plan summarized in ArtieleSection 4.1 above, SMPRC shall prepare and submit to City for Glit"y sCity Council's approval, nty (? }day p -0r o the soaee�netbv AXi1 15 of each fiscal year, a pro forma operating budget and forecast of income and expenses for implementation and performance of those activities, events, programs, and other areas of responsibility assigned to SMPRC in this Agreement ( "Pier Budget "). City shall have the sole authority to review and approve each Pier Budget in a .2 a 4#. .I -E it „�ieemem . For each fiscal year, the Pier Budget shall include, without limitation, each of the following elements: (a) a pro forma forecast of income and expenses considered necessary by the SMPRC to implement the duties and responsibilities assigned to SMPRC in this Agreement including, without limitation, Pier advertising, event management, plar3n a cic` e l a§in guiders any# appr-&�, sponsorships -acrd, licensing -ra, et ngaR pr i(4ien, special events, film permitting, community outreach, service contracts and insurance; and (b) a pro forma operating budget setting forth the cost of SMPRC's operation including, without limitation, the cost of SMPRC's staff salaries and benefits, out -of- pocket expenses, and costs associated with office operations. The operating budget shall also set forth the estimated cost of SMPRC' s advertising and marketing activities which may be performed by SMPRC on behalf of City if funds are available as set forth in Artielei�Seetions 4.2 and 9.1 of this Agreement.; and 4:3 Basirie&s­Flan- a� ,et�Review t.k. will eenskier the R Dt r D: 1,. _i`" y� 7 t itz` 3n« 'ir'.�- r- a"minicrrzcr- 13tK`5et� z $'t'r rrma,�nzarccrri=s ef r.;4.� �..miirr�cv3'iiEiiitiiit� -' EHn�b'H'�:."s�- firEli�kinEi€'s ".. - ii3iprEi= v�3i�(.-'nt:.s> -p.• erviee- SpETi2S{3}g}j ', £ cr' �d-s- ri�'- p2- r%ir"r"rTlziiiEb'' Ent- 3tS --rb'S'pE)i-kSibilrtn:,raixfi `rc: rrrlrc or'r�= czit3Vft -1 QA A DD O tl ,.,1 , . +L, TCxc x 11 n} m ` per - cimm�vnc. ciaiir2t- E} f- eii{ �}- stt% El�kEr' i3t- f,` 5'@ i% �-' f '�'zir= -r4rvri-n- rcv- �'c`5 -i=cc 1 D ; 7 lY n 4 Tl J ! + 1 1 C4" 7.. f "effi i-aefi'rusifie x a+14 e Bu gel. rnf,'.- '?t'' Irckcrr `E��sr2-riz- r3`i-Fi-'r=icca, Sitrrr( nit-- Fk1icrsz�irmc Pretrial, . e4er hr t d d', tnd t :io.,�o hu £r'p'csvrr. =.� �., .. a. e o feerea rrarn= r' r`, ced- AHi' 73- nih 't'crizrar'cic- Eiii��— ir,`sc: � $'.sdb'tf 1t?- HiieE%in f' 3 t .,+ 'ti, +h. T7 �� -kt•� cii��- d3S`vri'c' -c' rein- aiicrcE? `r'rs3.;sce.1.r= cF= iara -�' (c) a comparison of the proposed budget for each line item with the previous year's budget and estimated ;year -end expendituies. 4.3 Annual Report The SMPRC shall submit an Annual Report to City by October 1 of each fiscal year. Such resort shall contain, in appropriate detail, all of the following re< uirements: a A narrative description of the SMPRC's activities and accomplishments durinY the Fiscal Year; b The assets and liabilities, ncluding the trust i,u ds of the corporation as of the end of the fiscal yer ci The princi pal chafes in asseband liaibilities, during the fiscal _year; di The revenue or receipts of the SMPRC both unrestricted and restricted to particular rrposes, for the fiscal Year; The expenses or disbursements of the SMPRC for both general and restricted pruposes, during the fiscalyecr•. t Any information .r by Section 5322 of the CaliforniallonprafitPubiic Benefit Corporation Law pertainin.�to certain transactions and indemnifications involving interested persons ; and g) Such other information concerning the corporation as may be requested by the City Council in writing not less than ninetK(90) days precedin T is end of such fiscal Year: 4.4 Implementation of Business Plan and Pier Budget Once approved by City Council, SMPRC shall implement the Business Plan and Pier Budget and, except as otherwise required by this Agreement or the Business Plan, shall be authorized without the need of further Council approvals to make the expenditures and incur the obligations provided for in such Business Plan._ During any fiscal year, either party may propose an amendment to the Business Plan or Pier Budget based on changed circumstances, which amendment must be approved by City in writing. 4.5 Performance Within Pier Budget SMPRC shall use diligence and employ all reasonable efforts to ensure that the actual costs of promoting, marketing and performance of its responsibilities on the Pier shall not exceed the Pier Bud et- eiti:er- xii-z8ti'n�- o"r�"3i 2cc cccrcmini" Transfer of funds anion > budget Ciiteg0l'1P,S g s a' s nary. �- will require prior approval of the SMPRC Board. In addition the transfer of funds among budget categories that exceed 10% in aggregate of the originally pro apved Pier° Btil get will require Cif approval. Where feasible, SMPRC shall attempt to reduce actual costs of performance of its responsibilities on the Pier below the amounts specified in the Pier Budget. All expenses must be charged to the proper account on the Pier Budget and no expense may be classified or reclassified for the purpose of not accounting for an excess in the annual budgeted amount of an accounting category. Any contract entered into by the SMPRC shall not exceed the length of the then current fiscal year, unless such contract specifies that contractual obligations beyond such fiscal year shall be subject to budgetary and programmatic approval of the City Council. 4.6 Accounts, Books and Records Trserrder'to�fue�i-siute Ute miiiiabe- cr�eat-e?ti�- e"z`i'3irh'a` I' .• , *(n° --cam cne��i ciii- iiizii' t ' <4z ft. 7ivA PR- A - - ' ' ciccvH`r'� — 114 - the `kiii€�i' non.,- -rz`irr'r'rsri'cacnzxrc J cGTrccoi"[`. i I itie, theThe SMPRC shall maintain its books and records in accordance with generally accepted accounting principles ( "GAAP") willto facilitate accurate preparation of necessary fiscal reports and in the form required by the City' s Director of Finance and reasonably acceptable to the City. Such books and records shall be maintained by SMPRC at SMPRC' s address set forth below or at such other location as may be mutually agreed upon in writing, and shall be so maintained for a period of ten (10) years after the creation of such books and records (except in the event of an audit, litigation or other proceeding involving such books and records which is not complete within said ten (10) year period, in which case, the books and records shall be maintained until the conclusion of the proceeding), or for such other period as City and SMPRC shall agree. City and its representatives shall have the right of access to audit and to inspect all books and records maintained by SMPRC with respect to the Pier. All audits shall be at City's cost, shall be conducted during normal business hours and shall be conducted at SMPRC' s office where such books and records are located or at the Pier. Any audit may be conducted by City's Director of Finance, City's direct employees or by independent auditors engaged by City. SMPRC shall cooperate with City's auditors and accountants in any inspection and audit of the books and records and the preparation of financial statements and tax returns. Should an inspection or audit reveal material weaknesses or material errors in record keeping, SMPRC shall immediately correct such weaknesses or errors. SMPRC shall expend commercially reasonable best efforts to control accounting and financial transactions as is reasonably required to protect City's assets from theft, error or fraudulent activity on the part of SMPRC's associates or direct employees. 4.7 Accounting and Monthly Statement Monthly statements of SMPRC operations shall be provided to City within thirty -five (35) days after each month hereunder and shall show payments, collections, delinquencies, uncollectible items, and other matters pertaining to tf-K -S C's operations including promotion, marketing�ceial event rental and epe-R tk4R 4 lie-Picrfilming during the preceding month. The statements shall include a comparison of monthly and year -to -date actual income and expenses with the Pier Budget. SMPRC shall, on a quarterly basis, provide City with an analysis of any significant variances between budgeted and actual amounts. Such statements and reports shall be in a form required by s 13a anee E r rw aettrtabl v City and shall itemize the revenues generated from each of the Pier's events, program and activities. 4.8 Copies of Books and Records SMPRC shall maintain, and shall supply to City upon request, copies of theall books and records maintained by SMPRC for the Pier, including, but not limited to: (a) All bank statements, bank deposit slips and bank reconciliations; (b) Detailed cash receipts and disbursement records; (c) Detailed trial balance; (d) Paid invoices; (e) Summaries of adjusting journal entries; (f) Supporting documentation for payroll, payroll taxes and employee benefits; and (g) Vouchers, contracts, statements and records from all independent contractors engaged by SMPRC. 4.9 Miscellaneous Reports and Information SMPRC shall deliver to City copies of all notices, agendas, and minutes of SMPRC Board meetings, quarterly financial reports of expenditures, and sem ;n l rcperts -e"l 1r.�p N ens rr tivitittronthly rem its eletailing_rentals, tilmings carousel parties and promotions, in a for n approved by C ty. In addition, SMPRC shall prepare, from time to time, reports concerning such other matters relating to its responsibilities as City may reasonably request. 5. LEASLNGTERM OF AGREE+ MENT 4.4—The term of this Agreement shall commence upon the Ex cation Date, and shall tern- inate two (wears thereafter unless terininated earlier pur suant to,Section 123_ 6. VISION STATEMENT FOR PIER AND PLANNING RE+,SPGNSIBILITES 6.1 Visioniu and Master Plannizx6. SMPRC shall: a assist the City in its preparation of a Vision Statement for the Santa Monica Pier; fbh provide recommendations to the City on the selection of the consultant retained to assist with preparation of the Santa Monica Pier Master Plan; Cc assist the City Lin facilitating 7r lie acid vtakchol(crL'itti -cip itiori in the preparation of a Santa Monica Pier Master Plan; and (d} provide assistance and information to City staff and consultants, and review and make recommendations about the short term and long te3� n Manning, development and use objectives for the future development on the Pier and improvements in the use and operation of the Pier_ 6.2 Policy_ Guidelines. SMPRC shall prepare and make recommendations to the Cit - f�he_C:itv's approval, policies and guidelines xc_atdina Pier Marketing. Events, SponsoL, hilm, and Leasing Res} ersas esguidelines far the uses of City--owned propert, available for lease and license on the Pier. rnvme Sr�ecrse- `ri.�j�o^I= r.'si- erhTC`ces :iiz& -} Evaluation. At the f611F 3n fHn�ti n: (a} conclusion of the Tel SMPRC shall « app eoml + 1111141 afaiiie fmfift rz av m con =l>ro ld atl evaluation of the effectiveness of the Pier !� Nk# o c- upanean# dLr e €o€ c' c�<... e-si ,1 c: ,.as c 1,.,.,t� Fes.. 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Jet} tt} �teiai- t, Y- t�r��, t} �„ �€ E�t�Eo- sf�iici� {�;t�E�fttici- iEl�y�eeti� =o a n t ^ + tLl' amrsro� 'c'rccHt}ail��'-Ei� -d�i2: tr;s'fiacv -crii aner- icravr- �3ii- E= tiF�3i.`, r` c' ers r' cii- ir' cc= is .-ttsosri2vr`y�- £virs'i`snd}c $ �- rr}- i- rrv- ncz' rsii} �r- �n'}' �r:, rn' is,i'- n''riirrirn'ccorxiri}ci. `�c'-rrri- Cary- �3r"E36G�'3z`knd- tifil-}E3�;% y�,'�� - i-t:'rse3 -4 ,-teiise \"J �ic�b- vazz�= scfrsc�zi. � az-i modifications 4Eat Lfse-&41spfte£- o; 'c-r Fitt 44i}}es;to the roles and responsibilities of the SMPKC. \E� n2o}} itE} F- til€:- 7ttl��} iinat`° n+ cv` i- cir' ni- trl:E3kfl--at}Elz"c',iiFci'ri criiii: �ci�io: Y. 3- [3tkisttfl- 'r}t- tE}- tf,'i?zH3t �ci1', �' s;- K�Eiit} tjs. z� }f%rtsFK{.- if}- eccmrrc-c:rnl -l� cc'reso' • +-- rrc- ci}ctiTrcra'3c. -vi iirc�- &Pi-E}t3s a;}d}fiFcl- t:'sstkE� tt2zt�,. tcrm.`r'rti— c�ccx�",c�t- cir }}:r rt iiSc coiirnic' ic`” aizr" �= icz' 1 '.sca'r'r&oxc- casoiTSZV2-ai-r.v + + )' 7 a bt 1 +' +L, ., TR' icrcacrrcai:' rfitifi' dc' t}£ Hiits��-' ft :Fi}��- iH'�rcm-"cc"pf"}i- 'rv-E? n�z'r`vG'- sat-fcciir'b�r -ifiF-,, /,�\ ___�,��, «. , ir�cricr- ccrzrt{3- 1aH�t:s= dt3d- FE,f'711E£ 4t6- �Ef3H3- i�- Eh` intfl- r2ia %EE- tErt%t',t3- tn'- £i'sa -hc?i `CSI . , tt ., D' i'aizi ft'S�3E}iEl- tH-E:f�i t'. l} �- 2.- i£}` t`. s- at? E�- rE': �tk('. i- t` stif? n}- y}:. stEii3- {$- tlt(�- if- cvi�- iclaiE3d tlnti.2liT1, 11111 T'ET'C`iLZ /TL thej lt/ :EFittre trE3ni�irct." riiiry- Ef:1= tk-1-tEitt{"'•- 's -v`frr rdiir'sGCc,zr'nfl�ttl@, fib'- i?l�'ch£'tc8- �-itEj�fi:1�{'# 2 jai o-7 t, att 1 7r } r 3f:i> aiii2f ?�Ety- �il£��ty- -4-1 rsssiiis's - rct'`-is =� ia.�, lac iFH- Fttnf}i` 777 c-.s- rn'`ff£'FiiII tcriiccn�n"' x" m' t=: lcl} i8ft4 - e}{ i.> c` c` r- j' eia-z' tiiEl- Li 'pcii-iiruv:icc'nt-«iv`t?'vi« fiii7= ica9v- iin= of�yy`�Y- t- he-P -k€I'y C��ti.�' " ccrzzr "rl-iea'clulc•}=-rCztticri'rcr iv i:{-1t }t=t`s' -t{=rr 'rrii- zir`sci� -.ia �E }liE'- C��F%nt�z�11�-Eitli@� - iiu` r�`- c�" s,`«' er t`rtch- iiiay- beEE"rFiiL'- E�LiL- zit -a-3 ty�H- fl£'- 1 -rETt% Many- tE- r" m` � "rt- o`i= .cr-E`rz`"r�- C��rii =ri�1i { f31 '�st"- rv- iC- E':'s- piEiViC -lefi n"rcmzrcccnmr'dvrirr v` z- ier"'- nic:- tkSLE3t- cacricr- aii�- k.# E�. n�- tf .- naH�- `tHiEl-e:T'rliiii`yti.c- �c`cic'mv -'� cv "r'n'z'r"re E11�-- 1rzr"rs'dc lGgil?- fsccrcn'c;rao- nv'cv".ssirj ;-rorrric- aczc'iiS�`. 'E?:sE'^-�r' - . it `,sp"uccsxi'r'viri-vin�ti•,rrn. r�ic` �inE} 1tFEliiibt- nHt-;3-I?�i�C- �l-tE3-, - 77 t. {' t „ +t„ t,. - room '.croon- crrci�:n�r ma�""r'cimc�c. t , A ci r';t rtz `R�'- J'cs>zvi'rG-c- c�;.irft'n�' i�i3t�- Eith�'E �3€- t':sE3i- ?ti- {r8iii{� -k�' 1-�k'� ik. ?cr- o" rc"u'c'r�rc`rrv= ornrde�ctkETnS� (= �e� -'sfir ;'.mot "�rtae�ita�iE>tra1�<Fs�? e�4c3r: of- ve��dEr�=;i- px��rr neget;,`•�z czcaziircn�zc�zxcc- rrrscs- rcir `"�craccv?sgcrrroitizfit -tE'r ti2E;- �vt-eir�bH3- 4�?fi?i Ifi: le �. ?- any- �ctnE�Shi11 '- 132cy- a- b?£'-t{i- ieiP- rci -.ra t„ , I e or .:t, a , aft4c, 4+&, &SPEn 7, MANAGEMENT RESPONSIBILITIES SMPRC shall use its-commercially reasonable best efforts in performing the following specific functions: . rms- rcC-Ai&r2osirrnrsi' r- she kt 1 ,ezrmrm�crn�ti'- Hi2��r"iiiiii ii.,ts€; anFi- d�e�lE�rmerrt of-Ehc P- iel= whielrc�(tiv�sllx }n8erpi�rcitc' sir' c -tai rait'ca:ti- P- iv- tsr'ac.^;SPtan a :sc'tfEJri- lip- trAF'tic- le=i - t f-tt n t 7 ®t Sponsorship and Event Underwriting Programs SMPRC and City agree that it may be desirable to involve the Pier with one or more sponsorship or event underwriting programs so as to increase revenues or other resources that may be made available, including, without limitation, in -kind contributions in support of Pier operations, marketing, events and other functions. SMPRC shall be responsible for establishi gdevelot)in � appropriate concepts and general parameters for any sponsorship., fimdraisirrg and event underwriting programs involving the Pier an all b n 3tdane� Sponsorship Guidelines- d€�elape�iy" for the review and approval by the city as soon as practicable upon the execution of this Agreement. SMPRC -and-a oved-by 4y -, Upon approval by the City of the Sponsorship Guidelines, SMPRC shall implement —ship and- everat-a�, bsueh programs accordance with approved guidelines and SMPRC- 4rall4i&ve4l� -iiglvt e-sel C c e te, ub and s�FVi�L 'c}li -.sF vn i••l `� °c`.s '� ..`.t :b Pro TZ"m�is lhi. Is inrY uai fe, 14 untdeeA,+rRng ins sha l-bs in full compliance with all applicable laws, regulations and ordinances. SMPRC shall provide the City with a full and complete accounting of such revenues on at least a quarterly basis. €47.22 Marketing and Promotion SMPRC shall develop and implement various marketing programs from time to time to enhance the commercial operation and aesthetic quality of the Pier and adjacent areas and to emphasize the Pier's historical and recreational significance. These marketing programs, including without limitation, advertising, promotions, marketing, and media relations relating to the Pier, the Pier logo, and related products, will create public awareness of the various activities and special events relating to the Pier and future development plans concerning the Pier. The SMPRC shall establish appropriate concepts and general parameters for marketing programs involving the Pier, and shall prepare written guidelines ( "Marketing Guidelines ") for review and approval by the City as soon as practicable upon the execution of this Agreement. Upon approval by the City of the Marketing Guidelines, SMPRC shall implement such programs—.All adve4issin =-; prea -<e i aterials in accordance with guidelines and m }tk£ in� 3rHgia al'= eomplyin full compliance with all applicable laws, ordinances and regulations, and all tenant leases. A44SMPRC shall provide the Citv with a full and eornplete accor ntin of such revenues oil at least a quarterly_.basis and all expenses incurred by the SMPRC related to marketing shall be in accordance with the Business Plan and Pier Budget. X 7.33 Special Events SMPRC shall devel-epcoor(hnate and imple-Hieritoversee various special events- €rorn-�thrie to enhance community participation and enjoyment of the Pier, taking advantage of the Pier's historical and public recreational significance. A. Private Events SMPRC shall establish appropriate concepts, fees and general parameters for special events involving the Pier, and mpn rrri nnzsarri oar toGth apl pirate nma l anc pr mot: g ^'' v7= a}ity shall pret)are written rcair��mrcinccr. guideline s•pe e =rs s1( "Event Guidelines "} for review and approval byihe City as soon as practicable upon the execution of this Agreement-Event Guidelines are to include guidelines for limited private events for the Pier and such rivate events are to be in compliance with City ordinances, regulations and Special EventE� 1� f ee permittingrocess, B. SMPRC Produced Events SMPRC shall develop, produce and implement public events to enhance community arp ticipation and enjoyment of the Pier. SMPRC Event Guidelines are to include guidelines for public events at the Pier produced by R-Gthe SMPRC._C`SMPRC Produced Events " }. A SMPRC Produced Event is dell ned as an event _in which the SMPRC has the primarrole in planning, eWig, pudina securing ri pltehas ons fimdut , marlcetin�, mak ng and contracting with vendors. For SMPRC Produced Events which are free to the public, City will waive pier parking lot rental fees and, if otherwise applicable, carousel rental fees, carousel deck rental fees and rental of other City managed event space on the pier deck. All SMPRC Produced Events sball_be in compliance with City ordinances, regulations and S 7ecial Eivcnt_pertnitthi process, C. Carousel Events Carousel F_.vents maybe apityate, semi- private, or SMPRC Produced Event. Such events shall comnly_w h the provtsions snore fully described in Section 7.9 and in Exhibit "B". 7.4 Filming at the Pier SMPRC and City agree that it may be desirable to permit filming of and /or on the Pier from time to time to create revenues for the Pier and to bring attention to the Pier's historical and recreational significance. SMPRC shall solicit, negotiate, and manage filming rights at the Pier. SMPRC shall be responsible for establishing appropriate concepts, fees and general parameters for permitting such filming involving the Pier, and for implementing SMPRC policies to bring about appropriate filming at the Pier and coordinate any such filming with the daily operation of the Pier so that the interests of the public and the tenants are protected. All filming shall be in compliance with City ordinances, regulations and Filming Guidelines. Location fees shall be approved by the City. 775 Marks SMPRC shall be the exclusive agent for the City to conduct the licensing of the City's service marks, copyrights, representations, names, logos, artwork, photographs, graphic depictions or other material related to the Pier and the sign affixed to the entrance of the Pier (collectively, the "Marks "). SMPRC shall establish and implement appropriate concepts, fees and general parameters for licensing the Marks consistent with the Marketing Guidelines. This provision is not intended to convey any proprietary interest in the Marks to the SMPRC, and the City shall remain the owner of all proprietary interest in the Marks throughout the term of this Agreement. SMPRC shall honor all currently existing licensing arrangements set forth in the tenant lease agreements. %6-.7—eezr * �.�annry Cnnnor �, i • r t +' Ea)- -- ra- xxc���ce�- �3E} n4fb' tkit�?— ?xrzr- ic,— Srrule�n"v"e'- IfxO�ty- l'd -Fti3 '-lit' 'Eir`2r'rii �ca:nicrz"'r.�s EN'35i:`ra=r §, —cttj 'r"ctAll- iizc'r?El-a13SE}1t1 E- d3` �'c'P�crvn.�liu- �irpE}l2$e -t�+e -Peet iiiEr'mz"rP.-n"s -rrre ,'�" 'era- b- Sl2zi1l3iPit�' tenants l�eetrtices- at�lte -Pier: TKHEEM�Yr cay— S4� 3i"xc"sizr'ilc'4)1T - 'cape= i`v'-ig"''r2- b- aiiiizi bH?S }x4f it {iF }iiiii£ f-- 'cr'� +.sm ccircl .�c'"i=v'-`icv',s ,he S14PR- 1,.,11 too +n„A." ".,Y� d e�tle;'a�p&r'iiH�2te- Fii-ec i- r'rzniitt't}ati�E; 3nE1- £�j32:n° - �ree�zvrrrv�- 3ram�ciT -anerm crs ui?cr� of -t41�— Pier - to -t'.� n �y- n;r.y, % nits - std- �} nd- aabs�' trt�,>- ElieetF ;Eit�rr,- aElopt- ta..b�ttt�trsei try Pv d, no v cn Elsr h sn €ni shalt of lath CtEy ttr nd +tales et EC�ti,pictE: SccE- h- n�ai- csti�r'au"a =te2e&I1i.a,,. /,��� env ��rpr� o f n ,.+ E ,{ ��sTf> e- i�- z•- ast,` otid ;.�net'ra- i�h�€- litits- ir`tF>�s l"I -- cc'. zpHn4ii3fi1- tc�"�'- .- iTrpnrccn -cri irz ra'rniiiEr Ti��' ucritl�zcr' p' iirii 'ic,s- i'ccim- miccr- aiei'e1 -n1 �Tari-- ccr.= sr} hil- 3}2 a�i- E- It''� @n�r'rr2iicrucxcrn5- iHi£l' PI r, aii4 -"'4' 44):F&pi}t££ sHCk— '4czdI&s -ar'r teP&P&i ' zi3- +c`y'- n"-}u' y --"c'c -civic : st -sc ' iace,- i- irr]C- Fez+ -Er. - czcch-p'ri-Fi�-."sais.ri '" li- EE3i2icti- F}- cH- lEl>< ci- coir`.'iizEi•- E- '- �"EXiHn'ckE aI- 'm�r`y'si:"�aiic"rfr�ila"` 'i'rstiiii'�'zr'x'sc'cr3rc`jn •,••lccrz -rte a" ca->. siiC- 1' c&tlh;i- i.-E}iiL�tk }:'s- '.-i`�� - >}ty-a�ij"cic"`s'i= `natL': ""Y Resfe '. - ttTy`. i' rFa, H%- it' sSf31{- '- ah'E� &bist3lttt- -EI%SEi'E,'13 ��i" {'rVL rSErEH- Hm.:. ".a :t::,..., ..::'a t, ,i..., a„, 4... . C.nAn4 (- niin- i�icaicTn c iiy utii�cl- i- }i'cplf}Se- knv`irc;rsc> irFrpio` 'sc�PsE;d- °i�ri, iicr°vt�c�t1C<iii}}�.y-m- thin- r�` c4,�iccn= n^'z�Siiikll- E}I}I'r�z ,tic- c�i�d- y- tE}tHid�i�alEO-OF ii}}ptA- '.i3eiitSrJ=i-iii-c- i�rcr` -vv'i - } -th -SrM -PRG-L, N MWIR"IME u vci}ity , "- �cai- Ea- per"riri- tzr'ad + n 1 + a` ic:- tnipeC. tff ?i3- 9�-- t1iE.'- wf)3�L- �= �.s-tt ,.y�." ' ` H£-,Sl.ntatti'(-'S,zi' i3E� +d ..4.1.., ,, d 't' t C+a3C -c�3` ar?rn- m�ricn iriio � a 1 t�iii �ziilct 'r`c- i?rt- ir`p= azkiii��li�'- tea= F'r'rvrcn'r�'��C"�i3i(:•Yii.�E) ddiseever z l-kiik tic�"c¢nosc =ddvi iir• `d6rrz c "" cri'�- ic�iV.... b ZTRG T�J -all Re[ r�leenleSdT -. i�ly5 �gliL- CiYYT�{i�" eiic � sv�K a s ry' t t by�MP L Street Performer Monitoring SMPRC shall monitor and promote the use of designated Pier street performance zones in a fair and equitable fashion that follows the regulations set forth in the' nter municipal code as it applies to the pierPier. SMPRC will serve as a liase iliaison and coordinator with City. City is responsible for the enforcement of the municipal code. 777 Community Outreach SMPRC shall conduct community outreach efforts including but not limited to, volunteer programs, education programs, community fundraising, and community events. In addition SMPRC shall work to improve public awareness of pier history and resources available for public and community use. 7778 Caroustl-Special Event Rental SMPRC shall book, promote, marry e, ooardinate, and monitor semi - private and r ivate use including birflrdryarties filmine Ind special events at the Santa Monica Pier Carousel and Carousel Deck These duties include administrative tasks such as responding to public inquiries, applicable laws including, but not limited to, ordinances reentations and idelines in connection with such activitics Further SMPRC management requirements and responsibilities are set forth in Exhibit "B ", Carousel Event Rental, which is attached hereto and incorporated herein. 8. METHODS OF OPERATION -78.1 Contracting All service contracts for expenditures included within the Pier Budget shall be paid by SMPRC from funds provided by City pursuant to this Agreement. Without relieving it of its obligations hereunder, SMPRC shall be entitled, at its expense, to enter in its own name into such subcontracts with third parties to perform any of the functions which are the subject of this Agreement and the Business Plan. H&we =, s a�tl-:.. spee+ to die Aef-ffRd-d-fl shall 11 ��1€' i�s6�s-szairc�cc�icccr�3�-rc� agent -lan: -Upon any termination of this Agreement, SMPRC shall, if and to the extent requested by City, assign all assignable contracts executed by SMPRC to City. ?8.2 Compliance with Laws (a) In performing all of the services provided by SMPRC pursuant to this Agreement and any exhibits hereto, SMPRC shall be responsible for compliance with: (i) all applicable federal, state and municipal laws, ordinances, regulations and orders; (ii) applicable laws and regulations relating to workers' compensation, social security, unemployment insurance, hours of labor, wages, working conditions and other employer - employee related subjects; and (iii) the rules, regulations or orders of the local Board of Fire Underwriters or other similar body. SMPRC shall promptly remedy any violation of any such law, ordinance, rule, regulation or order which comes to its attention. Expenses incurred by SMPRC in so complying and in correcting any such violation shall be included in the Pier Budget, provided, SMPRC shall be solely responsible for any fine or other cost or penalty imposed upon City stemming from SMPRC's failure to comply with any law, ordinance, rule or regulation, provided that the City, in its fiduciary capacity, does not cause such violation (or prevent SMPRC's compliance therewith). (b) SMPRC agrees that, for the purpose of compliance with the requirements of the Occupational Safety and Health Act of 1970, as amended ( "OSHA "), work performed on the Pier by or under the supervision of SMPRC shall be deemed entirely within SMPRC's responsibility. SMPRC will notify City promptly, in writing, if SMPRC observes an unsafe condition on the Pier, or if a charge of non - compliance with OSHA has been filed or to SMPRC's knowledge threatened to be filed against SMPRC or City in connection with the Pier. 7181.3 Employment of Personnel (a) In accordance with the Business Plan, SMPRC shall have in its employ at all times during the term of this Agreement a sufficient number of capable employees to enable it to properly, adequately and economically perform its responsibilities consistent with this Agreement and the standards contained herein. All matters pertaining to the employment, supervision, compensation, promotion and discharge of such employees, as well as union negotiation and compliance with laws and regulations dealing witltwitFh employee matters, are the responsibility of SMPRC, which is in all respects the employer of such employees. SMPRC shall be responsible to City for the acts and omissions of its agents and employees, each acting within the scope of his or her relationship with SMPRC. If SMPRC enters into contracts with independent contractors, SMPRC shall require that each independent contractor comply with the provisions of Arti6le-l9Section_ 11, below, and be responsible to SMPRC and City for the acts and omissions of the independent contractor's agents and employees. For security purposes, SMPRC shall use commercially reasonable efforts to screen persons employed by SMPRC prior to employment and giving them access to the Pier. SMPRC shall ensure that all of its employees understand that they are the employees of SMPRC and not City. The wages, salaries and other compensation paid to employees and independent contractors of the SMPRC shall be paid by SMPRC from the Pier Budget. (b) SMPRC shall provide equal opportunity employment to all people without regard to race, religion, color, sex, marital status, national origin, age, disability, the condition of having AIDS and/or sexual orientation. SMPRC shall provide City with a copy of its personnel policies manual which sets forth the policies governing the transactions between employees and prospective employees and SMPRC relating to employment benefits and other personnel- related activities. 59. FINANCIAL MATTERS 59.1 SMPRC Account Funds shall be transferred from City into a SMPRC Account ( "SMPRC Account ") in advance as requested by SMPRC from time to time, typically on a quarterly basis, sufficient to cover the amounts expendable pursuant to this agreement or the Business Plan. SMPRC shall also deposit all revenue and income received by or for the SMPRC from sponsorship fees, licensing fees, filming fees and event revenue into the SMPRC Account. SMPRC shall identify all such revenue and income by source and provide a report to the City, on a cj #a4er lymonihly basis, identifying the revenue and income. Under no circumstances shall the aggregate amount of draws from the SMPRC Account exceed the approved annual Pier Budget in any fiscal year. It is understood the periodic amounts deposited into the SMPRC Account may fluctuate, as income varies, provided all such funding shall be in accordance with the Business Plan and the approved Pier Budget. The SMPRC Account shall be in a separate bank account established by SMPRC at a bank utilized and approved by the City. All funds so deposited shall be held in trust for City, and shall be disbursed in accordance with this Agreement and the Business Plan. SMPRC shall pay from the SMPRC Account all expenses of the SMPRC for which it is responsible under this Agreement. 59.2 Payment of Bills SMPRC shall pay promptly all expenses it incurs in the performance of this Agreement and agrees to hold City harmless from and against any claim or liability on account of nonpayment of such expenses when properly due and payable and so long as there are sufficient amounts in the SMPRC Account to cover such expenses. Upon demand, or on expiration or earlier termination of this Agreement, SMPRC will pay over promptly to City any balance remaining in the SMPRC Account, after deducting any sums properly due and owing to SMPRC hereunder, subject to Ae4&le-144Section 11.1 hereof, and shall remove its name as a signatory on the SMPRC Account and shall submit an itemized accounting of such sums together with such supporting data as City may reasonably require. 59.3 Deposit of Revenues SMPRC shall deposit all revenue and income received by or for the SMPRC from parking fees and Carousel rental fees for special events with sa4anagen�ent l3epartn ent of the City no later than fifteen business days following receipt of such revenues and income. SMPRC shall identify all such income and revenue by source and provide a monthly report to the City identifying the revenue or income. 5;v Partiei$H $ a- is °n= rar- ls-iii•°'�'°sa`3a;4' 'T'A,. 4^ 66R /�.... ➢. ^b' Tl' h9 $ . ,.Be . i^ dLu...d^ .8., aaod ➢. 6'R/ir RC a Y'fl c"'iT�,r2Vi3— iMiaCYir3Ci?� a s ¢ es ae ., ap `vuae YIT B ^ xisaa $'2aau'i= freiaia- as^acvacncai:2 x r.. Allocation of Excess Reserves At the completion of each fiscal year— l-lur%ng the SMPRC Board shall determine the tet•{i3- ef'- a�i",�rr�. "'^ '^' `, '���ty �. i�attd- ccc�i-c.;- caTrzrri'rcc �r iPmI�amount i-nof Excess Reserves, it' any € °tseal- yea�nase�:; =rzae��lk�win F1'° riaalerr tE`o4 c`'' Aecss, avtilablc fir reallocation. Excess Reserves are defined as reemies in excess of'n v ny # c y€ar IN as q 1 TR,.,.6 +;., ,,-➢^ ♦»A Tt A 1 t' D Ht 'tr, 1., � -xsii� rix"r�tm��v�; czsyn`e??tiT— a-�cv= �zzrriiial A4a£ recd" Ua�- rccynii' rit�hzill- I3�.-- per��"icnC= v`� -m�cra a { safterthe Operational Reserves at the end of each fiscal year. At the completion of each fiscal year, the SMPRC shall inform the City of the amount of Excess Reserves, and the Parties wi11 iointly, agree on the application of such proceeds. 9 -I0. FUNDING OF SMPRC 910.1 Funding City shall fluid the SMPRC each fiscal year through City's normal budgetary process as necessary for SMPRC to perform its services pursuant to this Agreement. SMPRC shall submit its budget requests annually with its Business Plan, allowing City staff adequate time to incorporate such request through City's normal budget process, and City shall approve or disapprove the same in a timely manner allowing SMPRC adequate time to avoid unnecessary disruption of regular SMPRC operations. Nothing herein shall be deemed to obligate City to approve funding for any particular expense or program. 910.2 Employee Compensation SMPRC shall pay for the compensation of its employees from the Pier Budget. SMPRC agrees to compensate its employees on the following basis: (a) The number, job classifications, general duties and salaries of employees of SMPRC shall be determined by SMPRC. All wages, salaries, and other compensation shall be reasonable in amount and shall be paid by SMPRC from funds provided by City pursuant to the Pier Budget and this Agreement. (b) SMPRC shall make disbursements and deposits for all compensation and other amounts payable with respect to persons employed by SMPRC in the performance of its responsibilities on the Pier. The amounts so payable shall include, but not be limited to, wages, salaries, and other compensation, unemployment insurance, social security, worker's compensation, employee benefit packages, payroll processing, recruiting agency fees and other charges imposed by a governmental authority or provided for in a union agreement. SMPRC shall maintain complete payroll records. 110.3 ' ' Office S ace and fAtheiS Parkin lt3s�lane�- vvitll- til:€�tpprevc�- Pi�.�t'RC- shall -b�. . �+,,,,r +,. +;,.r= �i- tf` f��rcasv` r' a" m�er'. r£' t- �e3ut- o�- pE}G�C�t- �'Y- pe"ir3c: :nC-iu 'uee -c ticzi.v;- ari�rsi'mre''criee e'.�3e�'l�rzir'aa� -r�'i rs?'r"cc`3saiiir�rlvzii -a2 `��c>- crs`s'i C'.1c`tt..�-`�c"-" stiff -Sticri�vi3- S- kt@-iHiS�'t14'SS „+ e 1:.,.. ll,e ordanee va €-, p..., ' . 3 __City shall provide for SMPRC's use at no cost to the SMPRC an adequately furnished management office inon the Pier, to leas lnee 3 th w IeT4er together with telephone service, janitorial service,— pt4Aec -forms and � rycertain office supplies eg ripine =a- '-:was t 'r, Cilr'r`�'ci<i.'ci�pr'ivccrco� ` y-" rng- e(.1Hij3iiieri�anEli�cc�rcccv rs— r�ivmcnzvcn�'- �sZrii=s"rs mz� arnz equ}pp nli£#etalosttherea €, to be utilized directly far the benefit of the Pier, fbJ_— CUy_shall�irovid akin at no cost for SMPRC's employees. SMPRC employees shall ternmiedparlc their cars only in such areas designated by City4lern unt-te, arrb- ,isca- coax, sic�vii .�zc'i'r"ditc"rtcrac`ccnz cmcc- a3ic,, Co City shall bey fertli4n the app ' T—nus no a any r B Igct provide for SMPRC',,, use three hundred fifty (350lhours of validate�arkin er calendar year for nse by SMPRC's business invitees. Validations in excess of the amount specified herein must be purchased by SMPRC. 9LOA Payment and Record of Expenses Payment of the expenses of the SMPRC set forth in this Agreement, subject to the provisions of the Pier Budget, shall be made from the SMPRC Account described in Article 8-ASeetion 9.2 above. A detailed summary of such expenses shall be included on SMPRC's regular accountings to City. 910.5 — gs -'r Y Yet,. +cna - i + �czci"xrr'dY-ici - ara -�r;.� x�l�"i:5--i2t3� {CtI-}.`U.— "r."r'ci- rvirr-ci -ca .' of iP- a' re�rari,- ugc- iec-= o' �v- ry Fc�zracrzi�- �- a=lrzc�.- 3i -n' ^oi 'r,- �°�i3b'i= .1H�f� i% tYy`-; s4`',: E" v`. itf:: r- 1fl£- w- 1H- (:-1%a-Eval- t- *rkt$t8 broker's 's , ^Y "'cir'r-s-i�cc "n;sv- i:s =rescl '"`�'� n�= c."m"ii =riz �E3- t- hf°,- �= rFniiti> iirsHi��- caici�rE3- 1G'S:iiHna's Glide, 9 { Matters Beyond SMPRC Responsibility SMPRC shall not be responsible for the payment of any property taxes, assessments, or other costs associated with the ownership of the Pier, except as may be specifically required to be paid by SMPRC pursuant to this Agreement or the Business Plan or as otherwise required or approved and funded by City. 910.6 Reversion of Property Any assets, including without limitation furniture, equipment, and supplies, purchased with funds obtained by SMPRC from any source pursuant to the Pier Budget shall revert to City at the termination of this Agreement, unless a new agreement is entered into between City and SMPRC for a purpose similar to this Agreement. 1-011. INDEMNIFICATION AND INSURANCE 4-011.1 Indemnity by City It is understood between the parties that SMPRC insurance set forth in Section 1-9:311_, below, shall be the primary insurance in connection with the Indemnified Claims defined below. To the extent that SMPRC insurance does not cover any such Indemnified Claim, the City agrees to indemnify, save, protect, defend and hold harmless SMPRC and its officers, directors, agents and employees (collectively, the "SMPRC hidemnitees ") from any liability, claim, action, proceeding, loss, damage, cost, expense, or injury to persons or property (collectively, "Indemnified Claim ") arising directly or indirectly from or in any manner related to this Agreement or the performance thereof. SMPRC shall promptly notify the City of any Indemnified Claim and cooperate with the City in connection with the defense of such Indemnified Claim. The SMPRC Indemnitees must first seek coverage for any defense and indemnity with respect to the Indemnified Claim from SMPRC's insurer and must either exhaust such coverage or be denied such coverage. To the extent coverage from such insurer has been exhausted or coverage has been denied, the City shall defend the SMPRC Indemnitees from such Indemnified Claim, at the City's sole cost and expense through the Santa Monica City Attorney's Office, subject to any reservation of rights under this Agreement. Notwithstanding the foregoing, the City shall not be required to indemnify any SMPRC Indemnitee against any Indemnified Claim caused by the gross negligence or willful misconduct on the part of such SMPRC Indemnitee. FIRM 11.2 SMPRC's Insurance -. SMPRC shall procure and maintain for the duration of t''m€rA-the follo-w rareement insurance against claims for injuries to persons or damages to property which may arise from or in connection with ''MPRC�-s, er es p� n c AerrtenEthe SMPRC °s services performed under this agreement. The cost of such insurance shalt be borne by the SMPRC. The requircments of insurance arc set forth in Exhibit "C ", Insurance Requirements and Verifications, which is attached hereto and incorporated herein. . .. — E3no-- t��rdellars- (s'r1 -,8j -per ian OreI- DffeetB sa3ia �fmcc - Fine ^o re any im i nnn nnn r C�� >�� >��'7 Pe- r-E3EoiYti-iczroc� -arfvm ,vvvz� - . t� �ahiltty— limits- as- requir'eEi�y +k r i .no ' a ++ cr rc,.. A r �• w't+. i f 'n' rni�acsc' ��i'rc r' cc. rizsr�Err� ,m>n- r'ri-u-- d%icrr�r"vfr "c 3 irn� '- rfrrlit���"T�r:riri=a3 -fi �oiia. '�r� prciiiv,on nvc7- p2r -aec�� > 4- Ctime a ecRi]pfelle ifIv' �verage j)i lie- ¢- vr'itl'ra- r'x}irrnicaii 1'a it-rrf M n :.b tv I li dd 1" em e#- !`t'.` eTCi "Txn- mecircca -fic, t'a: S/> lii� Sec'-'cmi: cs-E'i fu'g-iiOth E343E}F"L -f }E' _ i'riiira -rsc� a Ii 1 t -FCn 6bD f`> �i t 7 r'chric -' hrlcz`- Y- �iic- ii- �vurncvr :nnz .ry c'.itco•.•ry�'"'iiipit?cn� Xi=r-rc�i-'v`vi "�ccrmiA Tcr ri- crccicz uto i :"l• vcnn,/ li� ��`- 1,1�fC"UGTihFLT[t. f2 "R12Til"{t0 ClZii��{f-��,-�{�� CIY7L�'�- CC32Ge (i 1 i ' {qie • "�� "✓ �� Div E of Sa to ,OR, MM-e� ..Sar+, .,rir'p'sv`y -�"c ,.s- c'a'3fi -`v Eirczixcccaszci�c�o �v" v" c'- Tz' c1zi5- icrCfarccni- ar�HStkred -rszlS-r€.�3i- $risin-g { i�imir' ci�c3$k£-C$pi{iVi£�r�d- li`p' -z� i v mcviirim�t4•;m�iz }}'(ei}t: �. Sx��m1�S-- rt%"s'ca`ui=cci. -c. bE' �! �1ri- H' �t} 1' �y= lirscriziilcv- a��"- �cS- pE':ctst,3U-' + City nR ck r•+ r to 'y'- E)f%atirs�vcc,r rca9 iritincn',rivai.sr"rcy -c< o , vE}itrd�satt . z� .z"m'z`TVr'rs`.sivrrr,_o�yn�ccr a'�nt`S --t"' •r�� %•`��'��"T�m.crs��`�' 1'o'�Si;ii -aixo �. SC�- SF' RJT1TVia23ZE %�'�✓l`JZ`�l�}t}�I"iLi�i FiY'Ti tCi �TLRJLTCa1��anCi 31ia�- i'r:T�ccoTni-'rkbi3te- witlI -tt= z. - Pa�ht }�rreaii` - ck1 }- t#iselatrse -sha„' ',...�,'t „#ate reelu+rc y x, -,n, -, mxr tlrattov€r�3ge shalt -mot lr.} ��n4�leE�e -tE efi�t -aftc r- �38j -Ela q�prio�wri�4e� �ti�- ty- ai- rLiti�d ' nz a et t ti t �steEk has hee d t %rN C t _7e SGW insured retenfi iE}ns 3� be�}eelar�'�to -artc� al�pfl- b�thca- F=�t�= E— �Faive�rl= �rr1� }tatior� he�x:�,ri =r-� }�}PC�t�att� :varl<€r s- �:on�pc�nsatiE}n TCI�si�'iim"�'L•- 2RYCYFY �' ♦b^2T1}'�[:S['x'Ii ZYi R'GCx.�Y� Ei�- �cxca"-��[s, GiiY” jTic` �' yxCC.: iy'-c' zi3t�b` E} IY}} t�@ i`` s- fE3'. 1=%( �sSt", �H�{ i- g- 1k£ ii}( l- '[iFi1TPi�iE'.'rzi�2C- 1-{ -}�3 �.T¢Ti<'Ti]� -E}�1 �T -fly -- C-o`Yti acC. TV• P' xt1TIR 7'Ti`LI.T.^s- aCmTRTGQ -lv¢v ocrsmc ., ---.— .... �.. v.,. .irc}'r"rmz— ci-3-lC3C't'2ciunix rccc�- m�i= ai"."Tmrczrs"' ' ."Czr,�.�i�y= ?'richsc-rmvc aiiz r. rvx: r'x'rxcars icv - }� claciSE:. Fli2-F.G''}'t3�- k�r`tt{' Tzrrz— cc�- i�- �st�FIL' cz- v�- i§- p- i- �^ c" m'- m 'tzriic�'�,rriz�.�E�`C�y-'�hat n1Sti k' =- t{3 -binc cv'vcr�rri= c'- i}`n'- 3 -t,"sl l}c`tlf.- 1�hE) -:'i =i=ii iciitc- .'riff& to-be iiz�ib'€ d- iin- �c- c' rF' pi= E} v�C�- li�`- tliE'�- z- f�rl'i- crzW -z r& aP ,ciaxcit- rszrccc- zrcc- x- f-t110 %H4i- i- rii'x'�^.i, EQ}?�p&n- `y'- 'v`v"alf2F}�Hi£ thv ,icy -sv '••1�rrs -o vr��E- n'a"r"y- �'3`rfr'cic�c is iti �xli£'rnat'rd�'- EPn=}pl(�-t£` 1=. 1— �cimirixi £zi���rir ^ric^+- lYi:sca ar' rc�cceC- ltkirb' H} �nt"s.- ��-ll@-�- 's- R-ks�r -Mzi1i bE'i= 3iHi:rt a"�`3 -'i Fir" c',- cci' ry" iinrua�vciti8- kiii�Ei- i�K- `- '-SC- C3t3..-cri�rrc iiir- vr- rn�czraacE``- Fett�i- Iic'crrn-x' m- 3-3icm�r yj}2-�#i=it-i iii-ccrii}zxcrvniicc.� 4-0.3 Third Party Indemnity Except as otherwise approved in writing by the City, SMPRC shall require that all persons it employs hereunder (other than common law employees) indemnify and save City, its City Council, its boards and commissions, its agents, representatives, employees, and lenders designated by City, SMPRC and their respective officers, directors, agents, employees, and affiliates harmless from, and defend them against, all liabilities, losses and claims, and reimburse them for all expenses they incur (including the costs of litigation and reasonable attorneys' fees) on account of personal injury or death to persons and damage to property which occurs on the Pier, to the extent caused by the misconduct or wrongful or negligent act or omission of such independent contractor, or employees or agents of such independent contractor, arising from or related to the performance of work or services it performs on or about the Pier, or from such contractor's property. Each independent contractor that SMPRC employs hereunder shall pay for and defend any and all suits or actions threatened or instituted against SMPRC or City, its City Council, its boards and commissions, its agents, representatives, employees, and its lenders designated by City, and shall pay all reasonable attorneys' fees, litigation costs and all other expenses in connection therewith, and shall promptly discharge any judgments arising therefrom. These conditions shall also apply to any work or operations subcontracted by such contractors. Such provisions shall expressly survive the expiration of any contracts in which they are contained. 10111.4 City's Insurance City may self - insure or may carry, at its own expense, property damage and public liability insurance for the Pier if and to the extent that City determines in its sole discretion that such insurance is reasonably required. -SMPRC and its officers, directors, and employees shall be named insureds under these insurance policies to the same extent that the Councilpersons of the City Council of City are insured. 12. TERMINATION 12.1 'germination Upon Default. In the event the SMPRC fails to perCorn'r any of its obligations hereunder, the City shall provide the SMPRC with notice of default and the steps necessary to cure said default. SMPRC shall crtre such default within thir(3Adays Crom the crate of written notice from the City If however, the default cannot reisonabbiv be cured within such time period, the City may extend the timeeriod for cure up to ninety (90} days• 11 2.417-`FFRA44)F-AkJW47MFNT- 'F; �- irr�tial- tern; � *�-ar� tt�hhall- efr�nec- trporr- ttl}ec -I�. .gin- L��'�- and�ha E l (vczcrs-�- petft3dEi'�twC -f'{ �-�y 2ai `s-n�eizz-)i'xrcv- �zaTressz'",' c^ z' �iiiiiat£ E�Eili= liE .`r- pHi'sHit- rtc-tE3-r��t-iEl£ -rz-=— �- r'ri.' - siary �- `r.°.'a'ctin:�' -u'"yvii F}ro`r'rsl6ns- ic�m�rz EfH3* cccriiccr] r" �' cir .- �caiz`c'3"rtiiv'ditil..,rby nnitual. f \ t t CRi(T]U r' ! °'S 'S� 7' +: ,... inns + +,. ene ;l., year ca.�iinixc�T�i rmrrcc - -Ir`y� iir'asirisci=ccEmrczccz.i -rich ccrr£' -ti�"F ihi3 r #i- :rinr+-h vy i'+ i-r,+'. t A rn n .„ ... n cyspr i-.4 6 I- ce�azmzzzri and 4- ..ixri-eir-crrns -e r 41-2 A; arla T,...a...oe.ation rso rvrrrrrsria=rizrrr�� �iis"- c"rc -�ri crc. r, mn IE-t-t2i _HETr t k l ........ 4E) 41 e- fift � � pc, I cz +n. l"�­E -pa - `nay t&HI+'xrnEtli tlsr �i�y" ' ten" "zS�YZtliE7LFt- EiiilS', pE}ri?i" l'�'"I'riEiiTCTYJ ��T, ts�vii�ySee; r3�- tLL1TRTY2iLLTiporrtheflosil� F}[�i� lei E}r�i�har�y Crty -oT LTT�'. i'SLiT�`R"reci`v:YR' }'y Y21fi F'2�'RZ�Jii�'` 8216 2SYGti1il[e Z. r �22Y.y CEiiiu.TS.'Gic�Y e el euts -pfief to sue ICE /vrr"rrS,�r 2i%nfYtrB@- �Ciii4 Eittf l- -RC- ,�4o-a:'}L9*me -4ie &bhg'ltler'^ , F F'M'S_, p ,++„ In, 1., o�jic°i?t' Ear b• � (e) —2 Termination for Convenience. This Ayreement may be terminated by either Rgirtvs without cause and for convenience. by givin tk htee� calendar months rp o written notice to the ottmir arty oP intent to terminate. Such notice to terminate may begiven by the Citv or SMPRC and, in such event, the Agreement shall continue in force far the balance of the flscaial_dluing which the notice to tetarunate is liven. Any uncanunitted ar unex aected bud get funds at the end of such Fiscal year shall be returned by the SMPRC to the City. 12.3 Force LMLCeure. This Agreement may be terminated by City, by at least thirty (3 0) days' written notice to SMPRC, upon the destruction of a substantial part of the Pier, or if the Pier is rendered untenantable in whole or in part, by fire or other casualty, provided that City does not thereafter proceed with the reconstruction of the Pier. If City does so proceed to commence the reconstruction of the Pier, or any portion thereof, within eighteen (18) months after such destruction, this Agreement shall immediately again become effective and binding on both parties; —ffi--_ W-- 4—,Pefl�E- "/ '"a"� 1'..ETI- tiF2Tl- 2CTY'T30LS0�. CCTCISVIT C� '� }?"a't P..- 2'l�i�S AA�£ re � '..�:i3€n�Lit- a}2y-tinie -€(}r- - oaus8�rsscm- rTCair} s- ri:- rvzL�n '�cc�T- av- tciTi— c�sa3c ----R� isvti a; nY- l�rcE�in} ist�iE} E:' dJit- Fi�the-te.�`i'r`riratiC�iicrf zl" m.' ��- a?i'- ii�c- "t"•isrn'rriT-icieir'. �i} — i- ii%-' rLT12CS1L�l7F TSYYYYCi- tVy�S9TLR 'E}IOF•T- 'T'E�TCY�TO't -LTYLT S�.t�InY� v'nv= rc�zeci- mill- kr� }3- nE}t-E�} • 1- xe�wire' nTrnTLT` S' �. ivj- eceTCFicaircai `y'-ii- CrrtE= i- vd- .ia'tTCEi nEitiev- thcrcv�i}' L City' (i, ouii}iH$g@' _ _ ..n&y-'b�}if',i,c�xLZ�r -m F- chcc�c.cdr3C� t,.C��F a r n-E czmmcrtcc- arC- c- ci, Czii- (�ii'C- 8�i= �ilEiri'FstriiirvT (i�— - f11�-%r}uLC ixii- rFd},riiiti�'����MP-R�tv£iEciv -ire i�Fie�dgl- f3��g2- 1'kil�slEi?1 L}nfl- fit' ELUiE: 2iE' y'-' r£ 'El'd4reEa7tin2SG'i- C2's'I.sRb1L °crrcciT, where aLn -I LLL c #i / wtCYrirt"l2 -LTf TCVrrt� e with} n- t- lli- rt�-�3�'}- C -ii1G� -at V,r c.°.'r'rrt„o+ti,•,� •ccTlic^- rco-l-lit^,-ii -t- �=t�r� i " i6l"4engt' 5 peii F+ Tl}'C�y-YJE�2S1.. CRiITRTT SLBST- .iG�R�i CCfFF�LSLTTGliTll Fi�l�'"E�'i'S�22 -fq1 RlY"V�I�S �/ l�r�ruEl�r .L- 1- sr"""c'P"x=c�"°cncu'L3vtr "' ""�' r- �r'cF3t-vl� a=re �iiTCrri }C}tl'aT--vrciicn- c'ri -ti n}ate'e -ision of- Ehis- Agre�tiiee�,SMI' -ig 12.4 Obligations Upon Termination _Upon the termination of this Agreement by any means: u�a-t a _ SMPRC shall immediately convey to City all unspent and unencumbered 'fiords within the SMPRC's possession or control, toefl7er with an account ng of all financial obligations en�s� eiiti - mmUffien's and . ,•F- ,..5� ^vrctcf:sl- lac'G'El n'taEle -13�' Ct li cnrtnn� > ,"r -u-vrr -ice 3 zkHthfirii�- zicrczm F" ttp- t8- thf'.- eEt'e4ivv44e vi- tv^- i'-n}iiiatiE}k Ci y s} rui-l- i-,.'r`r'ra}i�c}l�lr�a*atid -tE} Ci dnD l� # YE F r + + F +h fry rcttftti} n t�Fme+its, - riiil��cT"r3"c'•a" iii' acr- xrr' c¢- iirrrt- i- EtkiipciiSatlE }ii''Fzaxc"�� -c`rr Pc > i�evci- e} ey- i3' ai` y- t' Faimivm�cffi 'n'r'r`�£ric�cli%3ctiic��fTCrr�� ccxnc"iriTtE:rnki3}atE ' d beeause oFrt- 13t'- 'e'diilttFliliiSEEH?€'itiE °,-mfr"" �, rrsr{`' irc3c}?tzmf3£,; o'�briiic r- H- f- tFii`.it- '- Ml etc 1�- rc'Svr'ckt`Lo"r'xvf Elafi3- ct��:i �s-as iiic.T. rill. T' 1, r} ii�ccacr. �tio' f, �Troii -nc�Eir-A#iH-`ssiv'a�- c�',y' enan� n , �r> f b}6'pon -amity' ; �r�yn�t�t- to- �MPR4- o{= al�f�rndint„ payn�nts, rc�n�[}urserrr -��1 oche 11 toM" prst�snt t the lru ire 1?1� -t: yea l}ro bh clrc- cr�rcvxi n-irrucron.,�szif�y- E?� #-St'i: c- isy�.i- it{c"1C: I�IPi�c� ��- nit = ono -ii$ =t r;gI, n rrcxc�xr. a�,� -o�oU �ciivbv- rz` �h�i-" s- �v17�. cliiiii: �zt1= 1. i£'- h2 'kL�x"aa{i,= iiii= zitiit'3F = {li= Fn- E{} tt3�yfl- tt�tE3- �bfE '.$El'r-E}t- thtsrrgrc0n3c�'is by 6'RRC- C A i15R`r "irallitmtrtroMi�,=atcd- (l) -Tk)of the SMPRC at the tin_ie of termination. SMPRC shall 01, render to City a final accounting of income and expenses of the Pier as provided in this Agreement (2- LEAD deliver to City all income and all security deposits from the Pier for which SMPRC is responsible hereunder, if any. If any dispute exists between City and SMPRC concerning the payment of unpaid amounts, payment or reimbursement of expenses or other amounts to be paid under this Agreement as of the date of termination, SMPRC shall deposit the disputed amount (if in SMPRC's possession) on the date of termination into an escrow account with an independent escrow holder which requires the agreement of both City and SMPRC to release the funds- ; and iii deliver to City all keys, records, contracts, receipts, unpaid bills and other documents relative to the Pier and in SMPRC's possession at the date of termination and to assign to City all of its rights and obligations in purchase orders, contracts, warranties, and other commitments which City requests that it assign. (b) All personal property (including but not limited to equipment, hardware, trade and non -trade fixtures, materials and supplies) acquired pursuant to this Agreement or Prior Agreements or arty of the Business P4,�nPlans, whether paid for directly by City or by way of reimbursement to SMPRC, shall become the property of City and shall remain on the Pier at the termination of this Agreement. 115 Survival. This Article shall survive the expiration or earlier termination of this Agreement. 1-21 13. GENERAL PROVISIONS 1 -213.1 Notices All notices, approvals, demands, reports and other communications provided for in this Agreement (individually, a "Notice ") shall be in writing and shall be given to such party at its address set forth below or such other address as such party may hereafter specify for the purpose by Notice to the other party listed below. Each Notice shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by certified or registered mail, return receipt requested, deposited with the United States Mail with first -class postage prepaid, seventy -two (72) hours after such Notice is deposited with the United States Mail, (c) if given by overnight courier with overnight courier charges prepaid, twenty -four (24) hours after delivery to said overnight courier, or (d) if given by any other means, upon delivery when delivered at the following address: If to City: Office of the City Manager of the City of Santa Monica 1685 Main Street, Room 209 Santa Monica, California 90401 Attention: City Manager with a copy to: and CityOftice of Pier Management 200 Santa Monica R.i&ti �a anagement €partn3cnt 32-3222j las4. , = .Pier Tower Office Santa Monica, Ga-' n78''-,�CA 90401 Attention: Pier Manager Housing and Economic Development Mftnag�-Department Economic Development Division 1901 Main Street, Ste E Santa Monica -, CA 90405 Attention: Economic Development Manager City Attorney's Office 1685 Main Street, Third Floor Santa Monica, L a1i4rnia-90o404- CA 90405 Attention: City Attorney If to SMPRC: Santa Monica Pier Restoration Corporation 200 Santa Monica Pier Santa Monica, California 90401 Attention: Executive Director 124—A4to cs 13.2 - r1- r13�t1':ktiH11- d3- pttif;L'{ 44ii ; be eeffiniic'r'acit -( liiE. lHd3- nbT- cl- liz3}i'�c2c1- t=ivfcc'di7zcr cnf{} ree- airy- o€ tl��peovisio {�e}�thi�f�gr�ettt�}r- �},� -a; n1�:�;iot -sash attiorrt�prE> s�e�tetl- k} ���' �•". ro��� .��r'}; {- a}the- un�tc��rEyth� rein shall- ia�all rcz'rroziuviv i;f 3`, rt` 3- H�ttFi�'{ �- b` �'- tlk�'- prE- '4'- c1i�F3i�.}'1)z%k•�y�'�cr , iiioltiva -Ii-`�"- :Efra�' ••• ��mcxbc- GntC7ri'rv°- sf- ."rl�cc- £iii{ -i r(: aSEH-' ai- b- 12- (: {-EOL-'�F'i-iv.si:s'- zin�iLi rzi3iira�- iiiii�:i�E}fzHiy -E} they'- l.'- 1�'- n3c�acctriv'ci -r rcfimicc.�}Hki / d'-tE} -y fl ids- `st-t�1t 5('TVi664)- K'- 13'sp- .IFTyed by ' ^s well a.riril-y- attE)F%lf'.j''So ��- ai�tziri -�y mccKz"c -tf3i' E}L{tii- dL'- e3tiFHSi. tri MIU ins�tiamv' t- 3= fg- lt�iE."- �lE} FtI�- H- i�IH:'s- Ag- r�:f:23-?E' -}'�, { 1} ('- pi'E- '=ciiii�'-iYU=- jpPa�c` aj- riicti�ii�izrrivv�ciit2't18d -�8 retove�= it�reassFina�k:- att=: -es ar:{ fc" �ni�utr�cl- in�nfarc�tn- y= r�'g�vi�itz��i�istth� �,.a ;,,,7... e . ,. ta«.. �-�s- and., -ll s- �-czcrF�ac�csiii�ys be- i3i�ltK- le- d- tii' a "a'r`y- :siici��£iFbsi2'c� -'Elt- - l-} if.- 1 'Yblit- t- E}- }`$f:8�'r-pE}:st�.y riE; isiEiitHi =fi�y`�zcc�sircrzbcvata 41.'1 n64-be deenic -vvx ;ved -i rnel ift :-lode{3-in- any7"c'n'- lgiiicrz=c , t 13c ��j� rrcrn x ^•2, iind -(3 nt4 -lic" dc^,i,.nzi:ii- .i-iiu'i' i;c : "ic"r`.s{iEl�jtl v- Fii�'{it The - r4 &,.?-diid-ooiigatkizir5-H� :Paixv$�m crcrile-- 12�`.rl%al'i- sHi'S-i� the '- tei=i?i??'?'x&rivii- vrznrs� r��i'L-'C'�iit2iit.' 22 3 Prohibition Against Transfers Except for the retention of consultants, contractors or other third parties to assist the SMPRC in providing the management services required hereunder, SMPRC shall not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City, which may be withheld at the City' s sole discretion. Any attempt to do so without the City' s consent shall be null and void, and any assignee, hypothecatee or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. This Agreement and the rights and obligations of the City hereunder shall not be assignable by the City, voluntarily or by operation of law. 133 Non - Discrimination Any contracts or agreements entered into or hiring by SMPRC shall comply with Title VI of the Civil Rights Act of 1964 (Public Law 88 -352), as applicable. Any contracts awarded by SMPRC shall comply with the terms of this ��r12 ?Section. 42. 1513.4 Amendments All amendments to this Agreement shall be in writing and executed by both parties. 44k]3.5 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 4-2-.713.6 Cooperation Should any claim, demand, action or other legal proceeding arising out of matters covered by this Agreement be made or instituted by any third party against a party to this Agreement, the other party to this Agreement shall furnish such information and reasonable assistance in defending such proceeding as may be requested by the party against whom such proceeding is brought. 119117 Waiver of Rights The failure of City or SMPRC to seek redress for violations, or to insist upon the strict performance of any covenant, agreement, provision or condition of this Agreement, shall not constitute a waiver of the terms of such covenant, agreement, provision or condition at any subsequent time, or of the terms of any other covenant, agreement, provision or condition contained in this Agreement. -grc^cr en' stzcai- i�>c-Ermvxciv shztll e and u y a+d of {iiv a l} v d t z� }y al El rE�firflt;d�i3El- rt�,.' -Air arcs- fcrccr E. cast- axr�- mr��7r1} €i�'aitE.- �ltf%H -: EI�El.- -1-rn, ScrvaTri-nirmcm- cTrnirs A-gtE'@t�if'§3r;'siiari -ii;' + i`, Ermrb- ai�cic£ i�tiH1}-& f- r2f3- ft- Irtl3t.` c- czm= araciitilt}( iin}- ii- ttt- �''i�IP- l�c�~- ii4St-Ptc`stE3 ems' �E;trEe-- arryia'rn'e', sza �.ot- cfrR2i3[3ti agtt= emc}rt- Hre.,n,�. r+ �- ;:e- ar- Y}= as- si��n}r�crtttz }{� this�l- 4bTit�n�}t fi,�a�niit� parpos�thial�x�ty -aa� �5�: r�z�#> -��ty �eques�:� 4:�I'l�E= tti- exc�ute -13_8 4-2--1C No No Recourse Any other provisions of the Agreement notwithstanding, the parties agree that there shall be no recourse against any employee, officer, director, agent, representative or affiliate of City or SMPRC, including without limitation the City Council and the Interim SMPRC Board, for any payments due, or the enforcement of any obligations under this Agreement; each party's liability under this Agreement shall be limited to the amount which can be recovered from such party's assets. 1�14�-119 Severability If any provision of this Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 1-42 -1110 No Third Party Beneficiary Without limiting the rights of any secured lender which receives an assignment of City's interest hereunder for security purposes, this Agreement is made solely and specifically between and for the benefit of the parties hereto, and no other person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as athird party beneficiary or otherwise. 4-2-.13 - -.11 No Lien This Agreement does not create a lien of any kind upon the Pier or any other real or personal property. 13,1244--Integration Subject to any currently existing Business Plan, this Agreement and any Exhibits attached hereto and made a part hereof set forth the entire agreement and understanding of the parties with respect to the subject matter hereof, supersede and take the place of any and all previous agreements entered into between the parties hereto relating to the subject matter of this Agreement. 12,1 4-13.13 Nuisance SMPRC shall not maintain, commit, or permit the maintenance or commission of any nuisance on the Pier in connection with the performance of services under this Agreement. IN WITNESS WHEREOF, City and SMPRC have executed this Agreement as of the day and year first above written. APPROVED AS TO FORM: MARSHA JONES MOUTRIE City Attorney ATTEST: MARIA STEWART City Clerk CITY OF SANTA MONICA, a municipal corporation C STASA r r. Me-G R-TUv rrrn�raxcc� az� -i'. -r ROD GOULD City Manager SANTA MONICA PIER RESTORATION CORPORATION, a non - profit public benefit corporation By: _ Name: Title: WA Title: EXHIBIT 1"' AL.. R)9 Dry T-OF -PIER SITE MAP E19 H I BI "B" CAROUSEL SPECIAI, EVENT RFNTAL SMPRC shall book, p and monitor semi - private and private use including birthday Larties, filming and special events at the Santa Monica Pier Carousel and Carousel Deck. These duties include administrative tasks such as responding to public hlquiries, arlcet rtootential clients, znarntaining event scheduling, providing tours of the facilityand informing the public of special event policies and�racedures. SMPRCwill comply with all applicable laws including, but not limited ttrclinances regnrlations and ?uidelines in connection with such activities, Further, SMPRC management res ponsibilit es and requ g irements shall include the followin (1} Nfana6ement Fee. ComTensahon. Foi management of Carousel and Carousel Deck booking, SMPRC shall be compensated fifty percent (50 %i of all rental fees charged, inchtding rental fees for private and sera rivate partrEs, special events and filming and commercial photograp-hy_ held at the Carousel and Carousel deck. Fees for facility rental shall be consistent with rates p owed by the City. The SMPRC ma charge additional fees for services above and beyond the faeil rental fees, including but not limited to. table and chair rentals, referral fees, commissions, advertising fces, and sales of merchandise., party Livors and memorabilia. The SMPRC may retain one hundred percent (I00`Yo of additional fees for services beyond the facility rental fee. 2 Collection of Facility Rental Fees. The SMPRC shall be res 3onsible for collection of the rental fees for Carousel events held in the Carousel and on the Carousel Deck, Checks will be made dyable to SMPRC. (3} Remittancc to City. SMPRC shall remit to the ON 50% of the rental fees collected for the month by the 10th daY of the following month. (4) Special Events and Filming Holes. Semi- private events (which include children's parties or parties that do not serve alcohol ) may be held during the public operating hours of the Carousel. Event users will comply with and obtain any _qplicable )ermits refired for the use of the site. Special events and commercial filming may occur during regular Carousel operating hours, provided they do not interfere with regular Carousel operations. Private events must be held before orafter Carousel operat n� hours. Set =up for private parties in the Carousel may begin one -hour before closin . The Carousel may only be closed for private parties during regular operating hours with prior consent of the City._ (5) Custodial Services, The SMPRC shall be r c spgnsible for the uracurement of custtial services for special events held at the Carousel. SMPR(_mmavcollect a custodial fee from the user in addition to the facility, ental fee. At the discretion of the SMPh the charge may vary based upon the type of party, number of attendees and the extent of clean -rn required. The Carousel must be left in clean and sanitary condition after all-SL)ecial events. SMPRC may bill custodial charges directly to the clients . 1 he City will not share in the custodial fee. 06 Rental Agreement. SMPRC shall develop a rental agreement in a form subject to City approval. (7) Parking. The SMPRC is required to ensure that patl<m�is available for Carousel special events to accordance withthe City IransnortationDivision's adopted barking guidelines. as they exist or may be amended. All eheekstr 7adunj will be made arable to the City and coordinated with the City's Transporfatian Dryrsioi� Parlcinu C?ftice. (8) Special Event Staffing Recluirernents_SMPRC shall coordinate With the Carousel Contraetos concernincarousel staff ng for events sche pled piing CarouselIicergtion hours. At least one (l SMPRC. staff member must be onsite to monitor any Meeitl events held in the Carousel including the Carousel Deck. 9 Rerting Requirements. SMPRC is responsible for submitting to the City a detailed Monthly report related to Carousel and Carousel deck booking-events, in a format a)nroved by the Citv. t101 Facility Fee. SMPRC rizay recommend charges for both the Carousel fee rate structure for Carousel special events and the facility rental fee. Both fees will be srtbject to City Council approval. (11) Security Deposit. The minimum securt� deposit for semi - private and private events is $500 00, but may be increased at_the discretion of SMPRC based upon the type otartyand number of attendees. Security deposit checks shall be made payable to SMPRC and returned to client after successfiuI completion of inspection. A secure deposit is not required for children's birthday parties. (12) Insurance. The SMPRC shall rec wire that all individuals, grow )s, corporations, or 11011-profit organizations hosting an event are required to provide a certificate of insurance. Children's parties dewing regular Carousel hours are exempt from this requirement. The Cityof Sant, Moniea may_provide insurance for the day of the event for an additional fee. All caterers, rental supply companies, private security and any. other service companies must also L ovide the City of Santa Monica a cer tifieate of insuranceior to the event inehrdinQ: $1,000,000 combined single limit to include the City of Santa Monica, Pier Restoration Corporation, and the Carousel contractor as additional insured' Signed Hold Harmless and indemnification Aseeement; and Signed Carousel Rules & Regulations Agzeernent. (13) Security. The SMPRC shall require security for private events, as recommended-by the Santa Monica Police Department. In addition, the Santa Monica Police Depa€ tment reserves the right to assign off -duty officer(s) to lie hired by the renter based on the nature and date of the cvent. and number of guests. Carousel staff operators are not considered security. Security Guards are not required for children's parties. (14) Alcohol Service. The SMPRC shalt regaiie that alcohol may only be served in accordance with all state and local laws. Alcohol service is not permitted in the Carousel Building during the hours of public operation. (t13usiness License. SMPRC shall rectuire that a(I vendors obtain a Santa Monica Business License F) Filini Permit. SMPRC shall reciuire that atl videos, photcra Irani commercial filming obtain a Filmim-, License. 0 7) Smoking and Flaminable Materials. The SMPRC shall prohibit smokin r, candles and other flammable materials in the Carousel or on the deck. On -Site cooking equipment roust be approved by SMPRC in accordance with Santa Monica Fire Department guidelines. EXHIBIT "C" tNSURA1NC;1!, III?,QUIREMEN'I'S AND VERIFIC'ATION SMPRC','s Insurance _ SMPRC shall proc nie and, maintain for the duration of the agreement insurance against claims for injuries to persons or damages to propertp which niav arise from or in connection with the SMPRC's services p rformed under this_agreemcnt The cost of such insurance shall be borne by the SMPRC. Coverage shall be at least as broad as: A. Minimum Scope and Limits of Insurance 1. Commercial General Liability CGL : Insurance Services Office Form CG 00 01 coverinng CGL on an "occurrence" basis, hrcluding propert dy arnage, bodily inj wand personal injury with limits no less than $1,000;000 Per occurrence. If a gene ral aggreg ate limit applies, either the general agare -ate limit shall apply separatel�to this paject /location or the general. ate limit shall be twice the required occurrence limit. I Workers' Compensation and F.rn lover's Liability;_ Workers' Compensation insurance as required by the State of California and Ernployer's Liability Insurance with limits of no less than $1,000,000 Per accident far bodily in 'ur iy or disease. 3. Automobile Liability: Insurance Services_ Office Form CA 00 01 covering Code 1 an auto)_ or if the SMPRC has no owned autos, Code 8 hired)_and C_o_de 9 (noil- owned), with limits of no less than $1,000,000 per accident for bodily iii uryand noperty damage. 4. Non Profit Directors & Officers Liability: Insurance against wrong1jul acts adsin, out of duties Performed by Directors /Officers /Ernployees on! ehalf of the organization, with limits of no Less than $1,000,000 Per claim or occurrence. 5. Crime Policy: Crime coverage covering employee theftfo�erv, and inside /outside the premises theft, with limits of no less than $100,000 per occurrence. If the SMPRC maintains higher limits than the minimum shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the SMPRC_ B Other Insurance Provisions 1. The policies are to contain, or be endorsed to contain, the followingProvisians: a. Additional hnsured Status (C GL policv only): the City_ of Santa Monica, its officers, officials, employees and vohunteers are to he covered as additional insureds on the CGL policy with respect to liability arising out of work or onerations performed bar on behalf of the SMPRC. b. Primary Coverage (all pohciesj.The SMPRC's insurance coverage shall bemary as respects the Cif of SantaMonica its officers, officials, emsloyees and volunteers. Any insurance or self - insurance maintained by the City of Santa Monica, its officers, officials, emnlovees or volunteers shall be excess of the SMPRC's insurance and shall not contribute with it c_._ Notice of Cancellation all policies): Each insurance policy will be endorsed to state that coverage shall not be cancelled except after 30 days prior written notice (10 days for non - payments has been given to the City, d. Waivcr of Subrogat on CGL and Workers' Compensat on policies }: SMPRC hereby grants to City of Santa Monica a waiver of anyiht to subrogation which anv insurer of said SMPRC may accuire against the City of Santa Monica by virhte of pa n�of any loss under such insurance. This provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer. The Workers' Compensation Iicyshall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all services provided under this agreement by SMPRC its employees, agents and subcontractors. C. Artabilityofinsurers Insurance is to be 1)I_aced with insurers with a current A.M. Best's iatin« cif no less than A: VII unless otherwise approved by the Cit'sRisk Mana_ e D. Deductibles and Self- Insured Retentions] .......... .............—.... .......................... -R-EC FA-f S -- :4S�IFI3dMI�I�I'- i�'`r» yrrrrrnnr�ry r�r cry rn�ni - - -- . � '+ rncTrro AT nra�nnrararrrr�— , miss+ o-n. ............................— ....._:_........::.-- :.....n €i SPFCIIPIIII ANT, Fr"ENT4g'e crnrrTrrre _ era SIa,-nr8� -- .......... ............................... I n t - - -- ,Pa�a�uzn�rometrc�r. -..— Fro4tial f r ts .................................................. ............................... 74—C" ......... .............. ... 14- 1 ...... ..... ..... A-2 ---- FPv - --l"'..". 4 SMPRG-A .... ..... ............ ...... -,43, -.2 .......... 1-3 1 1-4 .......................... ...... ......... -14-.-- 'F Ian QR7 T 7M" -.49 Term. —... � ...... ....... Ig .................. ....... ............. 24 Any deductibles or self - insured retentions must be declared to and approved b, ttCity-of-Sant-a. Monica. The City of Santa Monica may reouire the SMPRC to reduce or eliminate the deductible or retention applicable to an acceptable level or, provide satisfactory proof of ability to pay losses and related invest4- ,ations, claim administration, and defense ex Lenses within the retention. E. Verification of Coverage SMPRC shall furnish the City-of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language ro ding the insurance coverage re wired above. All certificates and endorsements are to be received and a Uroved by the City of Santa Monica before work commences. However, failure to obtain the required documents prior to work beainw Shall not waive the SMPRG's obligation to provide them. The City of Santa Monica reserves the right to require co mete, certified copies of �all requu'ed irisuranee policies, ticludina endorsements required b tom' sl ecitications. at a Ui time. F. Failure to Maintain Insurance, Coverage If SMPRC fo, r any reason, fails to inaintain insurance coverage wlricli is rc uired pursuant to this agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this men t nbtain damages from the SMPRC resulting from said breach, Alternatively, City of Santa Monica maw purchase such coverage (but has no special obligation to do so), and without further notice to the SivrIP the C_it inay deduct from sums due to the SMPRC any premium costs advanced by the Cit latch insurance. 4 TG.y .�thiiii eLixL'}1tS . .................. ............ ............................... ....__._._.:T II:.........� -1-iFr - t('�otnitiwa ........................................... ...... ..- .- :.........._- _______:,� -22 t-2 tr W<avei- ollltahts- ...... ..... .......................................... ............................... _ _ —2_ � �'8�'€w3i� fit} ...........:........ -.. ........ -- -- :_........... _ --- _? - -,— - - - 3-._._ }bl- iSzin£ - c-- :- : :............:. :.-. .............................:. :.-.- :......... —:. 2;3 Any deductibles or self - insured retentions must be declared to and approved b, ttCity-of-Sant-a. Monica. The City of Santa Monica may reouire the SMPRC to reduce or eliminate the deductible or retention applicable to an acceptable level or, provide satisfactory proof of ability to pay losses and related invest4- ,ations, claim administration, and defense ex Lenses within the retention. E. Verification of Coverage SMPRC shall furnish the City-of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language ro ding the insurance coverage re wired above. All certificates and endorsements are to be received and a Uroved by the City of Santa Monica before work commences. However, failure to obtain the required documents prior to work beainw Shall not waive the SMPRG's obligation to provide them. The City of Santa Monica reserves the right to require co mete, certified copies of �all requu'ed irisuranee policies, ticludina endorsements required b tom' sl ecitications. at a Ui time. F. Failure to Maintain Insurance, Coverage If SMPRC fo, r any reason, fails to inaintain insurance coverage wlricli is rc uired pursuant to this agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this men t nbtain damages from the SMPRC resulting from said breach, Alternatively, City of Santa Monica maw purchase such coverage (but has no special obligation to do so), and without further notice to the SivrIP the C_it inay deduct from sums due to the SMPRC any premium costs advanced by the Cit latch insurance. 4 Attachment E -1 SANTA MONICA PIER LEASING & LICENSING GUIDELINES Recommended by the Santa Monica Pier Restoration Corporation (SMPRC) on: January 11, 2012 Adopted by City Council on: 2012 Table of Contents I. Guideline Objectives II. Preferred Uses III. Design Guidelines IV. Local and Non Formula Preference V. Renewal Options VI. Term of Years VII. Expansion of Leaseholds VIII. Diversity of Tenancies IX. Labor Peace X. Rental Rates XI. Common Area Maintenance Costs XII. Facility Condition Review XIII. Tenancy Relationships XIV. Tenant Recruitment XV. Selection Criteria XVL Tenant Selection & Approvals 2 I. GUIDELINE OBJECTIVES The objectives of the Santa Monica Pier Leasing and Licensing Guidelines are as follows: (i) promote and maintain the compatible uses of City -owned property available for lease and license located on the Santa Monica Pier in a manner supporting an attractive, safe and accessible environment for visitors and the residential community; (ii) preserve and enhance the Preferred Uses set forth in Section II of the Guidelines through operation of the facility in a manner supporting this diverse and affordable public recreational and community asset; (iii) promote high quality of goods, food and services provided by the commercial operators; (iv) establish the pricing of leasehold and license occupancy consistent with optimizing the Preferred Uses and assisting in the support of fiscal self - sufficiency of the Pier; (v) assure access to and use of City - owned properties by the general public for the Preferred Uses through a leasing and licensing program that promotes the orderly management of tenancies and licenses; (vi) preserve and promote the unique, eclectic and community recreational character of the Pier; and (vii) preserve and promote the history of the Pier. IL PREFERRED USES AND CURRENT OPERATORS Current uses of City -owned structures and deck area on the Santa Monica Pier are diverse, and have been intended to preserve the Pier as a unique community recreational resource. The Pier is an internationally recognized attraction serving residents and visitors representing a broad range of incomes, ages and lifestyles. The current lease and license agreements represent the implementation of the Santa Monica Pier Development Program adopted in 1988. These Guidelines supersede all previously adopted Leasing Guidelines. Diversity will be maintained but focused on those purposes that support the historic character of the Pier and offer choices of services and pricing within the general use categories while retaining the intended emphasis on low density, unique recreational and entertainment- oriented activities. Preferred Uses include, but are not limited to, a range of entertainment and commercial products and services that will appeal to and serve both the residential community and area visitors. Buildings and deck area on the Santa Monica Pier available for lease or license, and associated Preferred Uses for each, as of the date of adoption of these Guidelines, consist of the following: A. 1600 Oceanfront Walk -4,533 sq. ft enclosed structure area. Current Operator: Santa Monica Pier Aquarium Term: 5 -year lease with two 5 -year options, commencing July 1, 2003. Preferred Use: marine research and educational facility accessible to the public. B. 200 Santa Monica Pier — 8,236 sq. ft enclosed structure area Current Operator: Santa Monica Pier Carousel Term: Carousel is operated under a two -year Council approved Management Agreement with Roth Management Company commencing July 1, 2003, and terminating June 30, 2005. Special event booking, promotion and monitoring of special events is administered under a one -year Council approved Management Agreement with Kids Play commencing July 1, 2003, on a month to month holdover. Preferred Use: public access to Carousel at Council approved supported pricing, with evening and off -hours use of the Carousel building for parties, receptions and special events. C. 200 Santa Monica Pier — 260 sq. ft gift shop within Carousel Building Current Operator: Airport Concessions Inc. Term: Sixty month Lease & Concession Agreement, commencing May 1, 2003, and terminating on April 30, 2008. Preferred Use: Carousel - related and general souvenir, gift items and books featuring local history and themes. C -1 200 Santa Monica Pier — Additional Leasing Opportunity for food service that respects the historic uses of the carousel, and subject to identifying space in the carousel and its integration with the other uses. D. 250 Santa Monica Pier — 6,069 sq. If enclosed structure and 1,033 sq. ft patio area Current Operator: Romana Pier LLC d.b.a. Al Mare Status: Under Construction Term: 15 years lease with two 5 -year options, commencing upon opening for business. Preferred Use: Preference for creative, cultural and/or performing arts venue with non- formula food service, or restaurant. E. 256 Santa Monica Pier — 3,035 sq. ft enclosed structure and 1,073 sq. ft patio area Current Operator: Rusty's Surf Ranch Term: 20 -year lease, commencing November 1, 1994. 4 Preferred Use: lunch and dinner restaurant with alcohol service, and with evening music and entertainment. F. 258 Santa Monica Pier — 2,557 sq. ft enclosed structure and 1,392 sq. ft patio area Current Operator: Santa Monica Pier Seafood Term: 23 -year lease, commencing May 1, 1991. Preferred Use: limited or full service non - formula family- oriented restaurant with or without alcohol service. G. 301 Santa Monica Pier — 4,534 sq. ft enclosed structure and 2,198 sq. ft patio area Current Operator: Bubba Gump Shrimp Co. Restaurant Term: 25 -year lease, commencing May 6, 2002. Preferred Use: full service family- oriented restaurant with or without alcohol service. H. 310 Santa Monica Pier —1,292 sq. ft enclosed structure Current Operator: Blazing Saddles Bicycle Rentals and Sales Term: 43 -month lease, commencing April 1, 2000, with eighteen month option to extend from October 31, 2003, to April 30, 2005. Preferred Use: recreation- oriented bicycle rentals, with ancillary sales of bicycle - related gear and merchandise. Under Pier Multi -Use Service Building proposal, floor area for this tenant may be reduced to accommodate food service commissary. I. 312 Santa Monica Pier — proposed 250 sq. ft kiosk within Central Plaza Multi -Use Facility (construction estimated to be completed in 2007). Preferred Use: retail and/or non - formula food service operation J. 330 Santa Monica Pier — 1,525 sq. ft enclosed structure and 584 sq. ft patio area Current Operator: King's Seafood Company, LLC d.b.a. Pier Burger Term: 7 years with two 5 -year options, commencing October 12, 201 L. Preferred Use: limited service non - formula convenience restaurant without alcohol service. 5 K. 350 Santa Monica Pier — 8,603 sq. ft enclosed structure and 641 sq. ft patio area Current Operator: Playland Arcade Term: 30 -year lease, commencing July 1, 1990. Preferred Use: amusement and self- operated games arcade with ancillary retail sales. L. 370 Santa Monica Pier — 10,985 sq. ft gross deck area Current Operator: Trapeze School New York Term: Month to month. Preferred Use(s): Mixed use specialty retail, non - formula food service (with or without alcohol) and possibly with a portion of the site open and accessible to the public. M. 380 Santa Monica Pier — 75,000 sq. It gross (56,891 sq. ft net) deck area Current Operator: Santa Monica Amusements/Pacific Park Term: 50 -year lease, commencing May 26, 1996 and as amended and restated effective September 26, 2002. Preferred Use: amusement rides and games with ancillary retail sales and food and beverage sales with or without alcohol service. N. 401 Santa Monica Pier — 6,204 sq. ft enclosed structure and 2,217 sq. ft patio area Current Operator: Mariasol Restaurant Term: 35 -year lease, commencing April 1, 1993. Preferred Use: limited or full service family - oriented restaurant with or without alcohol service. O. 404 Santa Monica Pier — 292 sq. ft enclosed structure Current Operator: Santa Monica Pier Bait & Tackle Term: 60 month lease. Existing lease commenced June 1, 2001 and is currently on a month to month holdover tenancy. T Preferred Use: fishing bait and tackle sales with ancillary retail sales, fast food and convenience food. P. Municipal Pier Deck Area The licensing opportunities on the Municipal Deck consist of Rotating Vending Carts, Other License Opportunities, and a future licensing opportunity for a Gangway on the Municipal Pier. The term "Rotating Vending Carts" means and refers to those portable carts required to be removed from the Municipal Pier Deck at the close of the business day and may rotate locations on a weekly basis. P -1. Rotating Vending Carts. Current Operation: Up to eleven individual vending cart operations providing retail and food from designated locations on the Santa Monica Pier. Term: 36 -month licenses, cancelable on 30 days notice. Preferred Uses for Rotating Vending Cats: Pier and /or beach - oriented retail sales and non formula food service. Emphasis should be upon unique, locally/regionally produced crafts and other items that reflect creativity, a local /regional identity and /or cultural diversity and /or sustainability, and are not otherwise available on the Pier through the non- cart leaseholds. P -2. Other License Opportunities. (a) Trolley Kiosk (vending stand) located adjacent and east of 278 Santa Monica Pier. Current Operator: Airport Concessions Inc. Term: 60 month license. Current license terminates April 30, 2008. Preferred Use: Pier related souvenir and sundries featuring Pier trademark licensed products. (b) Beachcomber Gifts (license area) located adjacent and east of 350 Santa Monica Pier. Current Operator: Marlene Gordon Term: 60 month license. Current license terminates July 31, 2009. At the conclusion of the license term, the suitability of the space for continuation of a license will be reevaluated to determine whether the license area should be removed, relocated or incorporated into new leasehold opportunity. Preferred Use: Sale of Beach clothing, beach related items and novelty items. 7 (c) Oatrnan Rock Shop (vending stand) located at 321 Santa Monica Pier. Current Operator: Christine and John Volaski Terra: 60 month license. Current license expired June 30, 2005; license on a month to month holdover. Preferred Use: Sale of rocks, gems, roses and gift items. In addition, there shall be an emphasis on uses which promote the historical character and eclectic elements of the Pier, preserve the good -will associated with the presence of owners who share their knowledge of the history of the Pier with the public, and who otherwise promote the Guideline Objectives, including subsections 1(vi) and (vii) thereof. (d) Chmro Man Company Inc. (cart) located along the north rail, adjacent and west of 321 Santa Monica Pier. Current Operator: Murray Gould Term: 60 month license. Current license expired June 30, 2004; license on a month to month holdover. Preferred Use: Sale of food items consisting of churros, pretzels, pre - packages beverages and frozen lemonade. In addition, there shall be an emphasis on uses which promote the historical character and eclectic elements of the Pier, preserve the good -will associated with the presence of owners who share their knowledge of the history of the Pier with the public, and who otherwise promote the Guideline Objectives, including subsections 1(vi) and (vii) thereof. (e) Thermal Base Photo (cart) located along the north rail, across from 350 Santa Monica Pier. Current Operator: Rosan Alvarez Term: 60 month license. Current license expired June 30, 2004; license on a month to month holdover. Preferred Use: Computerized photographs, novelty photos and related items. In addition, there shall be an emphasis on uses which promote the historical character and eclectic elements of the Pier, preserve the good -will associated with the presence of owners who share their knowledge of the history of the Pier with the public, and who otherwise promote the Guideline Objectives, including subsections 1(vi) and (vii) thereof. P -3 Gangway. Operation of a gangway to service commercial boating activities, with or without the installation of a breakwater, following the completion of feasibility studies analyzing economic, environmental and other issues to inform policy makers about conditions under which a gangway can be financed, constructed, operated and maintained. Q. Temporary Licenses. From time to time, there may be temporary licenses for the use of the Pier in a manner consistent with the Guideline Objectives. III. DESIGN GUIDELINES The historic character and eclectic, thematic appearance of the Pier are overriding aesthetic elements to be retained, preserved and enhanced. The City has adopted Design Guidelines to serve as an architectural standard for the Pier. All public and private structural modifications, vending carts and other improvements proposed on the Pier will be subject to review for consistency with the Design Guidelines, without exception. If tenants or City make modifications to structures on the Pier deck or build new structures to implement the Preferred Uses, as a mutually agreed condition of a lease or license, the SMPRC and City shall first review and approve the proposed scope of work and improvement design in accordance with the Design Guidelines. All necessary architectural reviews, licenses and building permits must be obtained, and the work inspected for compliance with applicable codes. IV. LOCAL and NON FORMULA PREFERENCE The limited size and density of commercial development and casual recreational ambiance are important factors in defining the unique character of Santa Monica Pier. That unique character must be preserved in order to protect the Pier's historic integrity and economic sustainability. Therefore, leasing and licensing of City -owned buildings and Pier deck area will be subject to a preference for locally owned, independent, non formula businesses and activities that are financially and operationally capable of providing the Preferred Uses. Such preference will be reflected in bonus ratings for responses received from locally owned independent businesses as part of a public Tenant Recruitment process. A formula business is that which requires by contractual or other arrangement the maintenance of standardized services, decor, uniforms, facility design and format substantially identical to another operation. V. RENEWAL OPTIONS Lease or license renewals or options to extend the terms of occupancy will not be automatically offered to existing tenants or licenses upon expiration of agreements. As vacancies arise either by natural expiration or earlier termination, recruitment for each opportunity site will be conducted in accordance with these Leasing Guidelines. Current tenants and licensees may respond to the public Tenant and License Recruitment process in the same manner as any prospective new operator. It is recognized, however, that reliability and continuity of quality commercial services are valuable assets to the public experience of the Pier. Therefore, existing 9 tenants or licensees who operate in an Exemplary Manner as defined in Section XIV, below, will be granted additional points during the selection process for each opportunity site. VI. TERM OF YEARS As vacancies arise either by lease and license expiration or earlier termination, available space will be offered for Preferred Uses for non - renewable lease terms up to five years if substantial new capital investment in structures, structural improvements or equipment is not warranted. If a tenant is required to make substantial new capital investment in structures, structural improvements or equipment to implement the Preferred Use consistent with intended purposes of the premises, lease terms of ten years to twenty -five years but may be offered longer term leases depending upon amortization and financial requirements of the new investment. VII. EXPANSION OF LEASEHOLDS Minor physical expansion of existing leasehold occupancies (for example, enlargement of an outdoor patio) may be approved for tenants who seek to enhance, improve or modify their business operations consistent with the Preferred Uses through the investment of additional capital in structures, structural improvements or equipment in a manner that does not limit or diminish operator diversity on the Pier. Such expansion shall not diminish the opportunity for tenant diversity, and must advance the Preferred Uses for the benefit of the public, the Pier and the City. All physical expansion of existing leasehold occupancies are subject to the approval of appropriate governmental entities such as, but not limited to, the City of Santa Monica, Landmarks Commission of the City of Santa Monica, the Planning Commission and the California Coastal Commission. VIII. DIVERSITY OF TENANCIES In order to promote operator diversity in the development and use of leasehold and license opportunity sites, the prospective grant of multiple leaseholds and /or license areas to an individual tenant, licensee or operator will not be permitted. IX. LABOR PEACE The City owns the Pier and has a financial or proprietary interest in Pier businesses engaged in visitor - serving commercial activities. Some of these businesses are in industries that have a history of labor /management conflict. Risk of interruption of rental revenue and common area maintenance fees received by the City from Pier businesses would be minimized if such businesses were assured of labor peace. An appropriate labor peace provision would minimize the City's exposure to revenue interruption and disruption of public recreational enjoyment of the Pier. Therefore, new or substantially amended agreements for leasehold operation shall provide that the tenant will not engage in practices that impede employees' ability to organize and contract with a labor organization for the purpose of collective bargaining. Such prohibited practices include harassment, intimidation, "captive audience" anti -union meetings or illegal 10 terminations of workers in retaliation for organizing. A substantial amendment is defined as a change of use of the property, an increase in seating or square footage of more than 25 %, or an extension of lease duration. Tenant engagement in prohibited practices shall constitute an event of default under the terms of lease. Affected leases would be those businesses having five or more full or part -time employees and engage in restaurant or visitor - serving entertainment activities such as arcades, amusement parks and nightclubs. X. RENTAL RATES Minimum rents, license fees and participation by City in percentage rents based on gross receipts from commercial lease and license activities will be established at estimated fair market rates and set forth in any public Request for Qualifications and /or Request for Proposals issued for any available leasehold or license opportunities. Responses received for lease and license opportunities may exceed the minimum and percentage rents set forth in the Requests. Lease and license minimum rates maybe subject to an escalation clause based on the Consumer Price Index for Los Angeles - Anaheim - Riverside, Orange County, published by the Bureau of Labor Statistics of the United States Department of Labor. Leaseholds with Preferred Uses for research and public educational purposes (e.g. Santa Monica Pier Aquarium) and Operating Agreements subject to supported pricing standards (e.g. Carousel) will be maintained without application of fair market rental rates. The City will seek to reasonably minimize its costs associated with these activities by recovering Common Area Maintenance costs from leaseholds, by participating in ancillary gross receipts from commercial activities at educational facilities and the Carousel, and by making facilities subject to Operating Agreements available for event rental at rates approved by the SMPRC and Council. XI. COMMON AREA MAINTENANCE COSTS Leasehold tenants shall pay as a condition of occupancy of Pier building or deck areas, a proportionate share of the City's Common Area Maintenance ( "CAM ") cost to manage, maintain and provide security to Santa Monica Pier. On January 1, 2000, the applied Common Area Maintenance cost was modified to provide for a fixed CAM payment of $5.00 per leased square foot per year, with biennial increases commencing July 1 based on CPI. Such biennial increases shall not be less than three percent (3 %) and no greater than six percent (6 %) per annum. XIL FACILITY CONDITION REVIEW All City -owned structures and deck area available for lease or license will be reviewed prior to new leasehold occupancy and brought by the Landlord, in its proprietary capacity, or new tenant or licensee to a decent, safe and sanitary condition appropriate for the Preferred Use as a condition to the lease or license. If tenants or licensees must make improvements to a building or deck area to implement the Preferred Uses as a mutually agreed condition of a lease or license, City staff will first review the proposed scope of work and improvement design for conformity to the Design Guidelines and present the scope of work and improvement design to the SMPRC Board for review and approval. The prospective tenant will provide the proposed scope of work 11 and preliminary improvement design in accordance with Tenant Recruitment procedures. All improvements on the Pier shall be in accordance with the Design Guidelines. All necessary building permits and governmental approvals (not limited to Landmarks Commission, Planning Commission and California Coastal Commission) must be obtained, and the work inspected for compliance with applicable codes and approved plans and construction drawings. Appropriate rental credits for the approved work performed may be negotiated as part of the lease. XIII. TENANCY RELATIONSHIPS All City -owned buildings and deck areas on Santa Monica Pier appropriate and suitable for leasing or licensing by the City to individual tenancies or licensees for the Preferred Uses will be in accordance with agreements prepared by the City. Each tenant or licensee will be responsible for interior maintenance and repair and utility consumption at its sole expense, and the City will generally retain responsibility for maintenance and repair of roofs and exterior of City buildings and of the Pier deck and substructure unless otherwise specified in the lease or license. Structures constructed by tenants for the Preferred Uses are subject to interior and exterior maintenance and repair by the tenant at its sole expense. City shall have a right to inspect all tenant improvements including fixed assets which shall revert to the City at the end of the lease term for the purpose of determining maintenance and repair needs. Tenant shall be responsible to make repairs to, or replace, such fixed assets at its sole expense. Subletting or assignment of license premises is prohibited without exception. XIV. TENANT RECRUITMENT All City -owned buildings and deck areas on Santa Monica Pier appropriate and suitable for leasing or licensing will be subject to a public marketing and solicitation process to identify prospective tenants and licensees with financial and experience qualifications for the Preferred Use of the available space. Prospective tenants will be sought by publicly noticing the availability of leasing opportunity on the City's web site for a period of at least ten days, and through other appropriate forms of communication designed to reach the intended audience, which may include printed and electronic advertisements in an appropriate trade journals, display banners on the property, and personal outreach to potential lessees. In addition, the City may retain a qualified commercial real estate firm or listing agent to market and coordinate with perspective tenants and other realtors. Public notification of the leasing opportunity will set forth the Preferred Uses of the available space, proposed terms and conditions for the leasehold or license opportunity, and criteria for reviewing and rating responses. All respondents to the City's notice and prospective tenants secured through the City's listing agent must submit to the City a Lease or License Application. Information contained in the Lease or License Application will describe the proposed use for the available space, provide information on the respondents' experience, references and financial capability to perform leasehold 12 obligations and other selection criteria specified in Section XVI. Selection Criteria. Responses will also state preliminary terms and conditions for the proposed lease or license. XV. SELECTION CRITERIA The selection criteria may include any of the following: (i) character, integrity, reputation, judgment, training, and experience of the prospective tenant or licensee; (ii) ability, capacity, and skill of the prospective tenant or licensee; (iii) capacity to perform; (iv) quality of the services or goods to be provided; (v) price of the goods or services; (vi) financial resources; and (vii) length of tenure in an Exemplary Manner on the Pier. The selection process shall grant additional points to those existing Pier tenants and licensees that are deemed to have operated in an Exemplary Manner. The term "Exemplary Manner" shall mean and refer to those Pier tenant or licensees who meet all of the following criteria: (i) provide on a consistent basis a high quality product with excellent customer service; (ii) maintains their premises or cart in a first class and attractive manner; and (iii) complies with all lease or license provisions, as well as all applicable local, state and federal laws and regulations. All respondents and prospective tenants will file a Lease or License Application. Information contained in the Lease or License Application will be utilized for confirmation that the proposed tenancy is a Preferred Use for the available space, and for verification of experience, references and financial capability to perform leasehold obligations. Responses will also state preliminary terms and conditions for the proposed lease or license. XVI. TENANT SELECTION c& APPROVALS Lease or License Applications submitted to the City will be evaluated by a review team comprised of City staff including representatives of the City's Economic Development Division and Office of Pier Management. Representatives from other City Departments, as well as other organizations and consultants may be included on the review team, as appropriate. The review team will provide a review of the recruitment process and its analysis and recommendation as to a preferred respondent, inclusive of appropriate bonus ratings and points to the City Council. The review team's recommendation may be to reject all responses, solicit additional information from one or more respondents, or to enter exclusive lease or license negotiations with a preferred respondent. The City Council may authorize City staff to enter exclusive negotiations with a preferred respondent subject to specific terms and conditions, or reject all proposals, or direct that additional information be solicited from one or more respondents prior to making a determination. City staff will conduct exclusive negotiations with the preferred respondent as authorized by the City Council. The City Attorney will prepare and approve as to form all lease and license agreements for review and execution by the prospective tenant or licensee. The executed lease or license agreement will be submitted to the City Manager for his /her review in terms of 13 consistency with the Leasing Guidelines and Council authorization. If determined to be in accordance with the Leasing Guidelines and Council authorization the City Manager will present the lease or license agreement to the City Council for approval. Nothing in this Section is intended to modify or alter the rights and responsibilities of the parties pursuant to the terms of the Services Agreement between the City of Santa Monica and the Santa Monica Pier Restoration Corporation entered into on 2012, bearing Contract Number (CCS). 14 Attachment E -2 SANTA MONICA PIER LEASING & LICENSING GUIDELINES Recommended by the Santa Monica Pier Restoration Corporation (SMPRC) on: :1 xae-� 20%January 11, 2012 Adopted by City Council on: Aar s M#6 2012 XV. Selection Criteria XVI. Tenant Selection & Approvals z Table of Contents I. Guideline Objectives II. Preferred Uses III. Design Guidelines IV. Local and Non Formula Preference V. Renewal Options VI. Term of Years VII. Expansion of Leaseholds VIII. Diversity of Tenancies IX. Labor Peace X. Rental Rates XL Common Area Maintenance Costs XIL Facility Condition Review XIII. Tenancy Relationships XIV. Tenant Recruitment XV. Selection Criteria XVI. Tenant Selection & Approvals z I. GUIDELINE OBJECTIVES The objectives of the Santa Monica Pier Leasing and Licensing Guidelines are as follows: (i) promote and maintain the compatible uses of City -owned property available for lease and license located on the Santa Monica Pier in a manner supporting an attractive, safe and accessible environment for visitors and the residential community; (ii) preserve and enhance the Preferred Uses set forth in Section II of the Guidelines through operation of the facility in a marmer supporting this diverse and affordable public recreational and community asset; (iii) promote high quality of goods, food and services provided by the commercial operators; (iv) establish the pricing of leasehold and license occupancy consistent with optimizing the Preferred Uses and assisting in the support of fiscal self - sufficiency of the Pier, (v) assure access to and use of City - owned properties by the general public for the Preferred Uses through a leasing and licensing program that promotes the orderly management of tenancies and licenses; (vi) preserve and promote the unique, eclectic and community recreational character of the Pier; and (vii) preserve and promote the history of the Pier. II. PREFERRED USES AND CURRENT OPERATORS Current uses of City -owned structures and deck area on the Santa Monica Pier are diverse, and have been intended to preserve the Pier as a unique community recreational resource. The Pier is an internationally recognized attraction serving residents and visitors representing a broad range of incomes, ages and lifestyles. The current lease and license agreements represent the implementation of the Santa Monica Pier Development Program adopted in 1988. These Guidelines supersede all previously adopted Leasing Guidelines. Diversity will be maintained but focused on those purposes that support the historic character of the Pier and offer choices of services and pricing within the general use categories while retaining the intended emphasis on low density, unique recreational and entertainment - oriented activities. Preferred Uses include, but are not limited to, a range of entertainment and commercial products and services that will appeal to and serve both the residential community and area visitors. Buildings and deck area on the Santa Monica Pier available for lease or license, and associated Preferred Uses for each, as of the date of adoption of these Guidelines, consist of the following: A. _1600 Oceanfront Walls -4,533 sq. ft enclosed structure area. Current Operator: Santa Monica Pier Aquarium Term: 5 -year lease with two 5 -year options, commencing July 1, 2003. Preferred Use: marine research and educational facility accessible to the public. 3 B. _200 Santa Monica Pier — 8,236 sq. ft enclosed structure area Current Operator: Santa Monica Pier Carousel Term: Carousel is operated under a two -year Council approved Management Agreement with Roth Management Company commencing July 1, 2003, and terminating June 30, 2005. Special event booking, promotion and monitoring of special events is administered under a one -year Council approved Management Agreement with Kids Play commencing July 1, 2003, on a month to month holdover. Preferred Use: public access to Carousel at Council approved supported pricing, with evening and off -hours use of the Carousel building for parties, receptions and special events. C. 200 Santa Monica Pier — 260 sq. ft gift shop within Carousel Building Current Operator: Airport Concessions Inc. Term: Sixty month Lease & Concession Agreement, commencing May 1, 2003, and terminating on April 30, 2008. Preferred Use: Carousel- related and general souvenir, gift items and books featuring local history and themes. C -1 200 Santa Monica Pier — Additional Leasing Opportunity for food service that respects the historic uses of the carousel, and subject to identifying space in the carousel and its integration with the other uses. D. 250 Santa Monica Pier — 6,069 sq. It enclosed structure and 1,033 sq. It patio area Current Operator: V,�e,—Romana Pier LLC d.b.a. Al Mare Status: Under Construction Ternl_15 YCars lease with two 5-year onions commcn ina upon opening for business. Preferred Use: Preference for creative, cultural and /or performing arts venue with non- formula food service, or restaurant. �Hne- to- ltv£'- years- c- lep��pE;i�ta�� --c }n3 Hunt- o#=- ec.�iiair�'x"r'v €�` tnier� E. 256 Santa Monica Pier — 3,035 sq. It enclosed structure and 1,073 sq. It patio area Current Operator: Rusty's Surf Ranch Term: 20 -year lease, commencing November 1, 1994. 4 Preferred Use: lunch and dinner restaurant with alcohol service, and with evening music and entertainment. F. 258 Santa Monica Pier — 2,557 sq. ft enclosed structure and 1,392 sq. ft patio area Current Operator: Santa Monica Pier Seafood Term: 23 -year lease, commencing May 1, 1991. Preferred Use: limited or full service non - formula family - oriented restaurant with or without alcohol service. G. 301 Santa Monica Pier — 4,534 sq. ft enclosed structure and 2,198 sq. ft patio area Current Operator: Bubba Gump Shrimp Co. Restaurant Term: 25 -year lease, commencing May 6, 2002. Preferred Use: full service family - oriented restaurant with or without alcohol service. H. 310 Santa Monica Pier — 1,292 sq. ft enclosed structure Current Operator: Blazing Saddles Bicycle Rentals and Sales Term: 43 -month lease, commencing April 1, 2000, with eighteen month option to extend from October 31, 2003, to April 30, 2005. Preferred Use: recreation- oriented bicycle rentals, with ancillary sales of bicycle - related gear and merchandise. Under Pier Multi -Use Service Building proposal, floor area for this tenant may be reduced to accommodate food service commissary. L 312 Santa Monica Pier —proposed 250 sq. ft kiosk within Central Plaza Multi -Use Facility (construction estimated to be completed in 2007). Preferred Use: retail and/or non - formula food service operation 330 Santa Monica Pier — 1,525 sq. ft enclosed structure and 584 sq. ft patio area Current Operator: SuT"ie,,v-GafdKina's Seafood Com ranV. LLC d.b.a. Pier Burcer �a�orttl3 to-= rm�ntlr- lrokdOVe€— t€�rr�trrc�— ter�:tiiral�'�?t}- days' — prig- �vri��>t�. L.as�mr�r��dz,n 8n',T,- aa„a' 4 ern, i r� �y- st��}04: Term: 7 vears with two 5 -vear options, commencing October 12, 201 L. Preferred Use: limited service non - formula convenience restaurant without alcohol service. K. 350 Santa Monica Pier — 8,603 sq. ft enclosed structure and 641 sq. ft patio area Current Operator: Playland Arcade Term: 30 -year lease, commencing July 1, 1990. Preferred Use: amusement and self - operated games arcade with ancillary retail sales. L. 370 Santa Monica Pier — 10,985 sq. ft gross deck area Current Operator: Vae�.Trapeze School New Yarit Term: Month to be- disea ,,month. Preferred Use(s): Mixed use specialty retail, non - formula food service (with or without alcohol) and possibly with a portion of the site open and accessible to the public. M. 380 Santa Monica Pier — 75,000 sq. ft gross (56,891 sq. ft net) deck area Current Operator: Santa Monica Amusements/Pacific Park Term: 50 -year lease, commencing May 26, 1996 and as amended and restated effective September 26, 2002. Preferred Use: amusement rides and games with ancillary retail sales and food and beverage sales with or without alcohol service. N. 401 Santa Monica Pier — 6,204 sq. ft enclosed structure and 2,217 sq. ft patio area Current Operator: Mariasol Restaurant Term: 35 -year lease, commencing April 1, 1993. Preferred Use: limited or full service family - oriented restaurant with or without alcohol service. O. 404 Santa Monica Pier — 292 sq. ft enclosed structure Current Operator: Santa Monica Pier Bait & Tackle R Term: 60 month lease. Existing lease commenced June 1, 2001 and is currently on a month to month holdover tenancy. Preferred Use: fishing bait and tackle sales with ancillary retail sales, fast food and convenience food. P. Municipal Pier Deck Area The licensing opportunities on the Municipal Deck consist of Rotating Vending Carts, Other License Opportunities, and a future licensing opportunity for a Gangway on the Municipal Pier. The term "Rotating Vending Carts" means and refers to those portable carts required to be removed from the Municipal Pier Deck at the close of the business day and may rotate locations on a weekly basis. P -1. Rotating Vending Carts. Current Operation: Up to eleven individual vending cant operations providing retail and food from designated locations on the Santa Monica Pier. Term: 36 -month licenses, cancelable on 30 days notice. Preferred Uses for Rotating Vending Carts: Pier and /or beach - oriented retail sales and non formula food service. Emphasis should be upon unique, locally /regionally produced crafts and other items that reflect creativity, a local /regional identity and /or cultural diversity and/or sustainability, and are not otherwise available on the Pier through the non- cart leaseholds. P -2. Other License Opportunities. (a) Trolley Kiosk (vending stand) located adjacent and east of 278 Santa Monica Pier. Current Operator: Airport Concessions Inc. Term: 60 month license. Current license terminates April 30, 2008. Preferred Use: Pier related souvenir and sundries featuring Pier trademark licensed products. (b) Beachcomber Gifts (license area) located adjacent and east of 350 Santa Monica Pier. Current Operator: Marlene Gordon Term: 60 month license. Current license terminates July 31, 2009. At the conclusion of the license term, the suitability of the space for continuation of a 7 license will be reevaluated to determine whether the license area should be removed, relocated or incorporated into new leasehold opportunity. Preferred Use: Sale of Beach clothing, beach related items and novelty items. (c) Outman Rock Shop (vending stand) located at 321 Santa Monica Pier. Current Operator: Christine and John Volaski Term: 60 month license. Current license expired June 30, 2005; license on a month to month holdover. Preferred Use: Sale of rocks, gems, roses and gift items. In addition, there shall be an emphasis on uses which promote the historical character and eclectic elements of the Pier, preserve the good -will associated with the presence of owners who share their knowledge of the history of the Pier with the public, and who otherwise promote the Guideline Objectives, including subsections 1(vi) and (vii) thereof. (d) Churro Man Company Inc. (cart) located along the north rail, adjacent and west of 321 Santa Monica Pier. Current Operator: Murray Gould Term: 60 month license. Current license expired June 30, 2004; license on a month to month holdover. Preferred Use: Sale of food items consisting of churros, pretzels, pre - packages beverages and frozen lemonade. In addition, there shall be an emphasis on uses which promote the historical character and eclectic elements of the Pier, preserve the good -will associated with the presence of owners who share their knowledge of the history of the Pier with the public, and who otherwise promote the Guideline Objectives, including subsections l(vi) and (vii) thereof. (e) Thermal Base Photo (cart) located along the north rail, across from 350 Santa Monica Pier. Current Operator: Rosan Alvarez Terra: 60 month license. Current license expired June 30, 2004; license on a month to month holdover. Preferred Use: Computerized photographs, novelty photos and related items. In addition, there shall be an emphasis on uses which promote the historical character and eclectic elements of the Pier, preserve the good -will associated with the presence of owners who share their knowledge of the history of the Pier with the public, and who otherwise promote the Guideline Objectives, including subsections l(vi) and (vii) thereof. P -3 Gangway. Operation of a gangway to service commercial boating activities, with or without the installation of a breakwater, following the completion of feasibility studies analyzing economic, environmental and other issues to inform policy makers about conditions under which a gangway can be financed, constructed, operated and maintained. Q. Temporary Licenses. From time to time, there may be temporary licenses for the use of the Pier in a manner consistent with the Guideline Objectives. III. DESIGN GUIDELINES The historic character and eclectic, thematic appearance of the Pier are overriding aesthetic elements to be retained, preserved and enhanced. The City has adopted Design Guidelines to serve as an architectural standard for the Pier. All public and private structural modifications, vending carts and other improvements proposed on the Pier will be subject to review for consistency with the Design Guidelines, without exception. If tenants or City make modifications to structures on the Pier deck or build new structures to implement the Preferred Uses, as a mutually agreed condition of a lease or license, the SMPRC and City shall first review and approve the proposed scope of work and improvement design in accordance with the Design Guidelines. All necessary architectural reviews, licenses and building permits must be obtained, and the work inspected for compliance with applicable codes. IV. LOCAL and NON FORMULA PREFERENCE The limited size and density of commercial development and casual recreational ambiance are important factors in defining the unique character of Santa Monica Pier. That unique character must be preserved in order to protect the Pier's historic integrity and economic sustainability. Therefore, leasing and licensing of City -owned buildings and Pier deck area will be subject to a preference for locally owned, independent, non formula businesses and activities that are financially and operationally capable of providing the Preferred Uses. Such preference will be reflected in bonus ratings for responses received from locally owned independent businesses as part of a public Tenant Recruitment process. A formula business is that which requires by contractual or other arrangement the maintenance of standardized services, decor, uniforms, facility design and format substantially identical to another operation. V. RENEWAL OPTIONS Lease or license renewals or options to extend the terms of occupancy will not be automatically offered to existing tenants or licenses upon expiration of agreements. As vacancies arise either by natural expiration or earlier termination, recruitment for each opportunity site will be conducted in accordance with these Leasing Guidelines. Current tenants and licensees may respond to the public Tenant and License Recruitment process in the same manner as any 0 prospective new operator. It is recognized, however, that reliability and continuity of quality commercial services are valuable assets to the public experience of the Pier. Therefore, existing tenants or licensees who operate in an Exemplary Manner as defined in Section XIV, below, will be granted additional points during the selection process for each opportunity site. VI. TERM OF YEARS As vacancies arise either by lease and license expiration or earlier termination, available space will be offered for Preferred Uses for non - renewable lease terms up to five years if substantial new capital investment in structures, structural improvements or equipment is not warranted. If a tenant is required to make substantial new capital investment in structures, structural improvements or equipment to implement the Preferred Use consistent with intended purposes of the premises, lease terms of ten years to twenty -five years but may be offered longer term leases depending upon amortization and financial requirements of the new investment. VII. EXPANSION OF LEASEHOLDS Minor physical expansion of existing leasehold occupancies (for example, enlargement of an outdoor patio) may be approved for tenants who seek to enhance, improve or modify their business operations consistent with the Preferred Uses through the investment of additional capital in structures, structural improvements or equipment in a manner that does not limit or diminish operator diversity on the Pier. Such expansion shall not diminish the opportunity for tenant diversity, and must advance the Preferred Uses for the benefit of the public, the Pier and the City. All physical expansion of existing leasehold occupancies are subject to the approval of appropriate governmental entities such as, but not limited to, the City of Santa Monica, Landmarks Commission of the City of Santa Monica, the Planning Connnission and the California Coastal Commission. VIII. DIVERSITY OF TENANCIES In order to promote operator diversity in the development and use of leasehold and license opportunity sites, the prospective grant of multiple leaseholds and/or license areas to an individual tenant, licensee or operator will not be permitted. IX. LABOR PEACE The City owns the Pier and has a financial or proprietary interest in Pier businesses engaged in visitor - serving commercial activities. Some of these businesses are in industries that have a history of labor /management conflict. Risk of interruption of rental revenue and common area maintenance fees received by the City from Pier businesses would be minimized if such businesses were assured of labor peace. An appropriate labor peace provision would minimize the City's exposure to revenue interruption and disruption of public recreational enjoyment of the Pier. Therefore, new or substantially amended agreements for leasehold operation shall provide that the tenant will not engage in practices that impede employees' ability to organize and 1111 contract with a labor organization for the purpose of collective bargaining. Such prohibited practices include harassment, intimidation, "captive audience" anti -union meetings or illegal terminations of workers in retaliation for organizing. A substantial amendment is defined as a change of use of the property, an increase in seating or square footage of more than 25 %, or an extension of lease duration. Tenant engagement in prohibited practices shall constitute an event of default under the terms of lease. Affected leases would be those businesses having five or more full or part-time employees and engage in restaurant or visitor - serving entertainment activities such as arcades, amusement parks and nightclubs. X. RENTAL RATES Minimum rents, license fees and participation by City in percentage rents based on gross receipts from commercial lease and license activities will be established at estimated fair market rates and set forth in any public Request for Qualifications and /or Request for Proposals issued for any available leasehold or license opportunities. Responses received for lease and license opportunities may exceed the minimum and percentage rents set forth in the Requests. Lease and license minimum rates maybe subject to an escalation clause based on the Consumer Price Index for Los Angeles - Anaheim - Riverside, Orange County, published by the Bureau of Labor Statistics of the United States Department of Labor. Leaseholds with Preferred Uses for research and public educational purposes (e.g. Santa Monica Pier Aquarium) and Operating Agreements subject to supported pricing standards (e.g. Carousel) will be maintained without application of fair market rental rates. The City will seek to reasonably minimize its costs associated with these activities by recovering Common Area Maintenance costs from leaseholds, by participating in ancillary gross receipts from commercial activities at educational facilities and the Carousel, and by malting facilities subject to Operating Agreements available for event rental at rates approved by the SMPRC and Council. XI. COMMON AREA MAINTENANCE COSTS Leasehold tenants shall pay as a condition of occupancy of Pier building or deck areas, a proportionate share of the City's Common Area Maintenance ( "CAM ") cost to manage, maintain and provide security to Santa Monica Pier. On January 1, 2000, the applied Common Area Maintenance cost was modified to provide for a fixed CAM payment of $5.00 per leased square foot per year, with biennial increases commencing July 1 based on CPI. Such biennial increases shall not be less than three percent (3 %) and no greater than six percent (6 %) per annum. XII. FACILITY CONDITION REVIEW All City -owned structures and deck area available for lease or license will be reviewed prior to new leasehold occupancy and brought by the Landlord, in its proprietary capacity, or new tenant or licensee to a decent, safe and sanitary condition appropriate for the Preferred Use as a condition to the lease or license. If tenants or licensees must make improvements to a building or deck area to implement the Preferred Uses as a mutually agreed condition of a lease or license, City staff will first review the proposed scope of work and improvement design for conformity to 11 the Design Guidelines and present the scope of work and improvement design to the SMPRC Board for review and approval. The prospective tenant will provide the proposed scope of work and preliminary improvement design in accordance with Tenant Recruitment procedures. All improvements on the Pier shall be in accordance with the Design Guidelines. All necessary building permits and governmental approvals (not limited to Landmarks Commission, Planning Commission and California Coastal Commission) must be obtained, and the work inspected for compliance with applicable codes and approved plans and construction drawings. Appropriate rental credits for the approved work performed may be negotiated as part of the lease. XIII. TENANCY RELATIONSHIPS All City -owned buildings and deck areas on Santa Monica Pier appropriate and suitable for leasing or licensing by the City to individual tenancies or licensees for the Preferred Uses will be in accordance with agreements prepared by the City. Each tenant or licensee will be responsible for interior maintenance and repair and utility consumption at its sole expense, and the City will generally retain responsibility for maintenance and repair of roofs and exterior of City buildings and of the Pier deck and substructure unless otherwise specified in the lease or license. Structures constructed by tenants for the Preferred Uses are subject to interior and exterior maintenance and repair by the tenant at its sole expense. City shall have a right to inspect all tenant improvements including fixed assets which shall revert to the City at the end of the lease term for the purpose of determining maintenance and repair needs. Tenant shall be responsible to make repairs to, or replace, such fixed assets at its sole expense. Subletting or assignment of license premises is prohibited without exception. XIV. TENANT RECRUITMENT All City -owned buildings and deck areas on Santa Monica Pier appropriate and suitable for leasing or licensing will be subject to a public marketing and solicitation process to identify prospective tenants and licensees with financial and experience qualifications for the Preferred Use of the available space. Vacarteit i' e4he -sa ee-t -o r'e tue�t:� af-Qou ieus �t �T and{erRequests of Nepo is P' bl ,;.,,, ; �;:Prospectivc tenants will be sought by publicly ur scc r- rcl,ee- errriren noticing the availability of leasing opportunity on the City's _web site fora period -of at least ten days, and through other appropriate forms of communication degned to reach the intended audience, which rnav include printed and electronic advertisements in an appropriate trade journals, display banners on the property, and personal outreach to potential lessees. In addition, the City may retain a qualified commercial real estate firm or listing agent to market and coordinate with perspective tcnants and other realtors. - iti4ed a tisis t t cludinp�gc se:..er e {3ape ra er loea} lim mil- etlation pt blieatiens .� '1 +a I'..+ ��si" cccrzar' r" n�iitr.¢ �T- n"'"'' ��n?�." �- cz ?- rT`.�"- caccr�"r'rcrr�"uiizk, .. 1%1- `��'- L�'.giL�S'•i.'EE 'tifter�t in liokl occupancy org eense orp �aa m "1n fer d -Use +1 EEg Iletiee ox he n; . r siov ati or or pofatialit' j r ;- Gity�and- ltesezrrt����bzr }t Departnreni',s rrn : 12 As gate; va�an t is }E3 t rh p to =b: -- 17r�tiun''.�t -�stc zcc- h- te�prc�€etrv'1ute�tanEs � -emu n-b a -Lek l ne-tH loc- aleonrrx ial tat € tateb ektts �I)ressre- Icu'fAZC" -su „! •ricrzn%e”- c'�iitb'£� fiiz: z" iseti- F2f��- p° i=. tEit- n-t�'Ei-13�t-i3(.- �s�M1-rrrPcc . ° ali-fi-a4effs-- aml /eH--R-�;iE ,, - tear- PtfT�tsals vile e Eha4-+ a - Qi1,,, and apprErvcdz� -+ ' 41 i, - CE}3iiki3EttL�' "•""I TT ...,1 „4' 41, r. C M1 � [J ! � . r 1 - crrcm�c,- cr=y -c rrra.�vca -. x- co- re- �ccrs.. Fhe Requz^ 'fit aae;<IT Pxo l n Public notification of the leasin,- opportunity will set forth the Preferred Uses of the available space, proposed terms and conditions for the leasehold or license opportunity, and criteria for reviewing and rating responses. All respondents io the City's notice_ - an Cros 7ectiye tenants secured through the Citv's listiti agent must submit to the City a Lease or License Application information contained in the Lease or License Applieat on will describe the pro sed use for the available space, provide information on the respondents' experience, references . and financial capability to 12rform leasehold obligations and other selection criteria spuetfred_in Section XVI. Selection Criteria. Responses will also state preliminary tennis and conditions for the proposed lease or License. XV, SELECTION CRITERIA The selection criteria may include any of the following: (i) character, integrity, reputation, judgment, training, and experience of the prospective tenant or licensee; (ii) ability, capacity, and skill of the prospective tenant or licensee; (iii) capacity to perform; (iv) quality of the services or goods to be provided; (v) price of the goods or services; (vi) financial resources; and (vii) length of tenure in an Exemplary Manner on the Pier. The selection process shall grant additional points to those existing Pier tenants and licensees that are deemed to have operated in an Exemplary Manner. The term "Exemplary Manner" shall mean and refer to those Pier tenant or licensees who meet all of the following criteria: (i) provide on a consistent basis a high quality product with excellent customer service; (ii) maintains their premises or cart in a first class and attractive manner; and (iii) complies with all lease or license provisions, as well as all applicable local, state and federal laws and regulations. All respondents and prospective tenants will file a Lease or License Application. Information contained in the Lease or License Application will be utilized for confirmation that the proposed tenancy is a Preferred Use for the available space, and for verification of experience, references and financial capability to perform leasehold obligations. Responses will also state preliminary terms and conditions for the proposed lease or license. XVI. TENANT SELECTION & APPROVALS 13 Lease ate_ or license Applications submitted to p {for E}ua1 #+cati na n1 E r RE t 1 Prepo a&t the Cif will be °' ana Redd a cdev iluated by a review team comprised of City staff of the SMPRC —C ity's He )comic Develo}7ment_Division and Office of Pier Management. Representatives ell -Cit -Fng neepiog l iv siF ra b' +nom d Cs� ntun y T a frarn other City Departments, as well as other oreanizations and consultants may be included on the review team. as appropriate. The review team will provide a review of the recruitment process and its analysis and reconnnendation as to a preferred respondent, inclusive of appropriate bonus ratings far local 1i} Cn&,n - bt spoHda' *: atild r,ant--reiiewal = Prop d=;'te--t11L'--LC;aS-it1- Cora noints to the City Council. The review team's recommendation may be to reject all responses, solicit additional information from one or more respondents, or to enter exclusive lease or license negotiations with a preferred respondent. fke -Lc t r ittEe astral, will i s d cc- � vr<c- -as, ` 'aii�;3 s - lt31az its rt"£ar3nE y G T —Th- e - - City _ C - uncil may authorizc Cit�fff to enter exclusive negotiations with a preferred respondent subject to specific terms and conditions, or reject all proposals, or direct that additional information be solicited from one or more respondents prior to making a determination. City staff will conduct exclusive negotiations with eaelithe preferred respondent as authorized by the SM G43eard City Council, The City Attorney will prepare and apt)rove as to form all lease and license agreements for review and execution by the prospective tenant or licensee. The executed Lease or license agreement will be submitted to the n sm.i,+;tiCit Manager for itshis /her review in terms of consistency with the Leasing Guidelines and SN TIW'4�&z— Council authorization. If determined to be in accordance with the Leasing Guidelines and Council authorization tfl-- eizcc" -r- Lei= 1nSr`c'c- l{vn,i tiii =-iiir vr- acc.-n, the City Nf na7-gr will be roc = =, =rr` 7rr„ 4A�11 '- RC.�c,�;�vata— l�n- alrpreval of a 7resert the lease or license by- the SMPR 7c 'a cagreement ": 11 Jrovci27 - c,:;- t�v, - �iv,r.r.„ rr - z1 tim'ra3''r'rrttca icnY }��lzstrinU`crm�zitr'ro"r'r. y v l erreee-�ie an ni�to the City -o,A�- Ile; eorr, t l#ant nray 11 .a ' t c« ,- c n 7 e �l�i -g`-n zi'nsc"o - r`iite �ywi -e i r'ricicrz — feii- ciraic -bsmc i .1 +... +..,fi: I ttCt-IIEH` i se4�r�13ehalf i,.r'�- v�scr'm�a .c'�ir{"tb'irn7'rac^bcrercn rcuicsa ef��, ec4tve-t€nants Council for approval. Nothing in this Section -X-1V is intended to modify or alter the rights and responsibilities of the parties pursuant to the terms of the Services Agreement between the City of Santa Monica and the Santa Monica Pier Restoration Corporation entered into on A-pr=il- 247 -2084_ 2012 bearing Contract Number S3-33 (CCS). 14 Attachment F Pier Restoration Corp Summary, 170,000.00 Approved Budget Management & Administration FY 2011/2012 Income $ City Contract $ 501,086.25 Operations Income 192,000.00 Promotions $ 120,000.00 Filming $ 75,000.00 Pier Deck Rental $ 100,000.00 Carousel Rental $ 110,000.00 Licensing $ 500.00 Total Operations Income $ 405,500.00 Event Income TDS Income $ 170,000.00 Paddle Board $ 22,000.00 Other Events $ - Total Events Income $ 192,000.00 Total income $ 1,098,586.25 Expense Management $ 451,044.00 Administration $ 73,600.00 Operation Expense $ 192,500.00 Events Expense $ 272,600.00 Total Expense $ 989,744.00 Income /Loss Before One time Exp $ 108,842.25 Special Expenses (one time) Communication Upgrade $ 43,000.00 Web Site, Computer System Social Media, Events Research Projects, Master Plan, Parking $ 15,000.00 Total Special Expenses $ 58,000.00 FY 2011/2012 Net Income $ 50,842.25 Uses of Net Income Pay City Debt $ 50,396.83 Reserve Fund 6.30.12 $ 445.42 5.4.11 Pier Restoration Corporation 2011 -12 Work Plan Attachment G INTRODUCTION MISSION STATEMENT To preserve and enhance the pleasure pier experience for people of all ages and for future generations. CURRENT ROLES AND RESPONSIBILITIES The Santa Monica Pier Restoration Corporation (PRC) is a 501(c)(3) non - profit public benefit corporation that operates under its Services Agreement with the City of Santa Monica, dated April 21, 2004. The City and the PRC entered into the agreement for the purpose of governing certain operational and managerial functions. Under the Services Agreement, the PRC has responsibility for overseeing the day -to -day operation of the Pier, marketing and promoting the Pier, advocating for capital and development projects, protecting the Pier as a historic public resource, and performing duties specified in the annual work plan. These responsibilities include: • General planning • Marketing • Sponsorship and event underwriting • Licensing • Special event management • Event production • Filming • Community outreach and education The PRC works closely with the City of Santa Monica, tenants, and the public on issues of concern related to the management and operation of the Pier. It also makes recommendations to the City with respect to: • Parking and traffic circulation • Maintenance • Capital improvements • Leasing and development • Public space use Balancing administration with advocacy, the PRC provides the vital function of daily management and facilitation of the many activities, uses, and projects that take place on the Attachment G Santa Monica Pier. The PRC works to enhance the experience of Pier visitors while balancing the needs and goals of the City and Pier businesses. CHANGING ROLES AND RESPONSIBILITIES The PRC was formed in 1983 for the purpose of assisting the City in rehabilitating, preserving, protecting, developing, operating, and managing a Pier that had been badly damaged from severe winter storms. As public and private investments were put into rebuilding and maintaining the Pier over the years, the PRC was able to shift its focus to improving operations and services, and eventually to increasing outreach and producing community- focused events. Today the Pier is recognized as one of the preeminent free public destinations in California. Serving a diverse community, the Pier is an iconic venue with regional, national, and worldwide prominence. With the draft release of the City of Santa Monica's Pier Governance and Management Study in October 2011, the City and the PRC will once again experience changing roles and responsibilities for the Santa Monica Pier. 2011 -12 WORK PLAN The PRC Board and Staff will be working on both Board -led long -term projects and Staff -led shorter -term projects in the 2011 -12 work year. PRC staff will also work with the City on additional projects described below. Board -Led Long -Term Projects Pier Master Plan Beginning in the spring of 2012, the City and the PRC will begin laying the groundwork for the development of a new Pier Master Plan. A request for proposals will be developed for consulting services to help develop the Pier Master Plan. Funding for the actual Master Plan work is included in the 2012 -13 City budget. Pier Leasing Guidelines The second long -term project on which the PRC will focus in 2011 -12 is the development of new Pier leasing guidelines as recommended in the Pier Governance and Management Study. Staff -Led Short -Term Proicets Staff -led short-term projects fall into eight interrelated categories: Communication, User Experience, Development, Marketing, Promotions, Event Production, Facility Rental, and Street Performer Monitoring. Attachment G Communication The PRC's goal is to improve internal communication among staff and external communication with the Pier community in order to increase Pier usage and resource development. It is important to continually communicate the story of the Pier and its ongoing evolution as one of the premier public spaces in the nation. Staff communication will be aided by technologies such as shared calendars, systems, and databases. A redesigned web site will effectively integrate social media applications such as Facebook and Twitter, while regularly published email blasts and newsletters will inform the community of Pier events in a more traditional manner. The PRC will take advantage of online journalist resources to publish press releases and news updates, as well as explore developing an "app" for Pier visitors to access up -to -the minute information on their mobile devices. User Experience The PRC's goal for this area of focus is to provide a unique, fun, and memorable experience for Pier patrons. Detailed knowledge of Pier users is critical to understanding their needs and for reaching out to prospective visitors. The two pedestrian counts conducted by the PRC in 2011 gave insight into the times, days, and locations on the Pier where activity was greatest. Based upon these studies, the PRC reached a conservative estimate of over 6 million annual visitors -- information that is valuable for promotional and sponsorship relations. The PRC will continue to conduct quarterly pedestrian counts to gauge activity on the Pier, especially in response to long -term marketing or outreach efforts. In addition, the PRC will conduct an intercept survey that will provide greater demographic information on Pier visitor. Both of these forms of user research will help the PRC improve the user experience on the Pier, building on its success as a great public space. In addition to collecting information on Pier visitors, the PRC will provide information to patrons through several means. A Pier "app" for mobile devices will give access to Pier events and resources, such as a "Smart Phone Tour," to those who are technologically savvy. For those who prefer a personal touch, History Tours will be conducted to inform visitors of the rich and dramatic history of the Santa Monica Pier. Tours would start and end at a new Carousel/Pier Museum, Gift Shop and Visitor Center, which will be developed and operated by the PRC. This new center will allow visitors to "take a piece of the Pier" home with them. Volunteer Information Ambassadors will operate out of the new center and will also enhance the user experience, acting as a resource for information or directions and also providing a uniformed presence on the Pier for security purposes. There is currently no effective or consistent signage to guide Pier users to restrooms, restaurants, the Carousel, or other attractions and offerings. The addition of a comprehensive way finding signage program will improve the experience on the Pier and make its attractions easier to locate. Attachment G Additionally, the award- winning Santa Monica Pier Curriculum is a comprehensive program created in 2009. It was developed to help children learn about the historic and cultural significance of the Pier and to introduce educators to the many opportunities for learning at the Pier. This program will continue to be updated in 2011 -12 to benefit children in the community. A final element of improving the user experience on the Pier is upgraded maintenance. Pier Maintenance is generally quick to respond, but short- staffed. The PRC will work with the City's new Office of Pier Management to ensure maintenance issues are resolved in a timely manner, to avoid potential liabilities, and to upgrade key elements of the Pier that would improve its function as a public asset to the community. Resource Development The PRC's goal in this area is to develop positive relationships with community partners that support the Pier's events and activities. Going forward, the PRC will develop and implement a fundraising plan that includes new opportunities such as events and galas that take advantage of the Pier's and the Carousel's unique, historical, and festive ambiance. In the past, resource development has been tied to specific events such as the Centennial and the Twilight Dance Series. Going forward, resource development will expand beyond specific events and look at opportunities for broad Pier support over a longer time frame. Partnerships will be developed that not only support specific events, but that also support the broader mission of the Pier and the PRC. Marketing Improving the marketing of the Pier is closely linked with event production and communication improvements. As the PRC begins to take advantage of multiple avenues of communication, marketing efforts will reach a broader public. The PRC will improve its marketing efforts for those areas for which it will be responsible under the Office of Pier Management, namely promotional events, Pier events, carousel events, and filming. As mentioned above, the PRC conducted pedestrian counts twice in 2011, discovering that the Pier attracts over 6 million visitors per year -- a vast difference from the estimated amount of 4 million in 2010. Through coordinated marketing efforts, the PRC hopes to increase the number of visitors to the Pier through quality offerings and events, thereby supporting Pier businesses in addition to bringing continued economic vitality and recreational value to the City of Santa Monica. ll Attachment G Promotions The PRE will take a more proactive approach in reaching out to promoters to increase PRC revenue from promotions. The outcome of developing a more proactive approach to marketing promotions will be an increase in both the number of annual promotions and the revenue from promotions. Product marketing firms are increasingly relying on consumer engagement campaigns (promotions) to brand and sell products. Marketing materials are being developed that specifically target promotion and advertising firms that work in this area of marketing. A consistent, multipath outreach program is being developed to consistently deliver the message that the Santa Monica Pier is an important venue for consumer engagement. In the administration of promotions, PRC staff will implement a shared calendar and an improved record keeping system to increase awareness and prevent overlap of Pier events. Event Production The PRC's goal with event production is to develop successful events that will benefit the community and attract users to the Pier. The annual calendar of events on the Pier runs year round and features long- standing traditions such as the Twilight Dance Series. Other popular events include the Paddle Board Races; Wake up with the Waves, a children's concert series; drive -in movies; and a Rose Bowl Pep Rally. Based on the continued success and popularity of these events, the PRC is developing one or two additional special events that will further enhance the role of the Pier in the community. For all events, regardless of size, the PRC continues to offer the highest level of customer service as well as core event support services, such as stage rental, crowd control barricades, and pop -up tents. The quality of events produced in -house has increased, while overall production costs have decreased. The PRC plans to adopt additional measures to streamline event coordination, management, and record - keeping. Facility Rental Facility rental includes filming, Pier deck rental, and Carousel events. The PRC has successfully managed the rental of these facilities in the past, but will improve the revenue from and the coordination of these activities through increased proactive marketing and new computer systems including a shared calendar and facility rental database. Street Performer Monitoring PRC staff continues to work with street performers and street performer activists to address concerns, solve conflicts, and create a working monitoring system on the Pier. PRC staff works seven days a week to ensure consistent and regular monitoring. A voluntary voucher program has been adopted, eliminating confusion over which performer uses a given location during each Attachment G rotation period. The PRC acknowledges the importance of street performance and will continue to facilitate active performing on the Pier. City -Led Short- and Lone -Term Projects Long -Term Projects City -led long -term projects on which the PRC will be assisting include the Colorado Esplanade Design, the Pier Parking Study Amendment, the Heal the Bay /Aquarium Master Plan, the development of new Pier parking, Phase IV construction and gangway, and the Pier bridge. Short -Term Projects City -led projects that require coordination with PRC staff are related to the Pier management transition: an amendment to the PRC's by -laws and an amendment to the PRC's Services Agreement with the City. CONCLUSION PRC staff will be accountable for the improvements and enhancements to the PRC operations and administration outlined above. The 2011 -12 approved budget, along with an improved financial condition, has provided the resources for investment in new computer infrastructure, for the addition of new events, and for the development of new programs and a more proactive marketing and communication plan. With specific goals and objectives identified, the PRC will ensure the 2011 -12 year sets the stage for a renewed and revitalized Santa Monica Pier that will be successful for many years to come. 0