Santa Monica City Council
December 12, 2023

5.F.b
Packet Pg. 181
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Gross Economic Impacts >> Total ImpactsOffsite ImpactsTotal Offsite Impacts• The offsite spending of CDS attendees generated a t t l f $6 1 illi i t t i th it f S t

OFFSITE IMPACTS
Direct
Indirect
&
Induced Total
Output
total of $6.1 million in output in the city of Santa
Monica.
• This included, approximately $2.2 million in earnings, which support 70 (annual) jobs.

Pier
& Pacific Park $710,000 $280,000 $990,000
Santa Monica $3,330,000 $1,300,000 $4,630,000
Parking $340,000 $170,000 $520,000Total Output $4,380,000 $1,750,000 $6,140,000 Ei arn ngs
Pier
& Pacific Park $260,000 $100,000 $360,000
Santa Monica $1,210,000 $460,000 $1,660,000
Parking $110,000 $60,000 $180,000Total Earnin
gs $, , 1 570 000
$, 620 000
$, , 2 200 00
0 Employment (Jobs)Pier
& Pacific Park 11 2 13
Santa Monica 47 9 56
Parking 1 1 2
Total Employment 59 11 7
0 Source: Economics at AECOM

5.F.b
Packet Pg. 182
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Gross Economic Impacts >> Total ImpactsTotal Onsite and Offsite Impacts• Overall, the 2009 run of Cirque du Soleil’s “KOOZA” is estimated to have generated gross impacts of $17.2 million in the Santa Monica economy.
• This includes $ This includes
$53. million in earnings within the city of Santa Monica supporting approximately million in earnings within the city of Santa Monica, supporting approximately 156 jobs.

ECONOMIC IMPACTS
Gross Economic Impacts
Output Earnings
(Millions) (Millions) Jobs
Onsite Cirque Impacts $ 11.1 $ 3.1 86
Offsite Pier
& Santa Monica Impacts $ 6.1 $ 2.2 70
Total GrossImpacts to the City of Santa Monica $ 17.2 $ 5.3 156 Source: AECOM

5.F.b
Packet Pg. 183
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Displacement in Baseline Economic Activities >> • As described in the Methodology section in Appendix II, AECOM utilized Pier revenue information provided by the City of Santa Monica to quantify the potential displacement in non-CDS related economic activity along the Pier due to CDS’s operations. • The consulting team also gathered input from pier lessees. Their feedback is considered in the economic analysis and discussed in this section.

Pier Revenues
• In aggregate, the businesses located at the Pier made approximately $40 million in 2009. Between 2008 and 2009, Pier revenues increased by 4 percent. The growth in business is quite a success in an economy where annual GDP reduced by 2 5 percent during the same period by

2.5 percent during the same period.
– As described in a recent Los Angeles Time article and well known in the recreation industry, local attractions, such as seaside piers, often have improved performance during economic downturns as visitors will: (1) take advantage of the free admission of local attractions relative to the high admission fees at standard theme parks; and (2) forego longdistance trips for closer day trips that do not require accommodation spending. • Annual (year over year) trends provide a context for Pier revenue performance but are not alone indicative of any Annual (year over year) trends provide a context for Pier revenue performance, but are not, alone, indicative of any changes in performance due to CDS as there may be several reasons for improved or reduced performance across a year.

Year Total Revenues
Total Pier Revenues
2005 $24,000,0002006 $33,200,0002007 $34,800,0002008 $38,000,0002009 $39,500,000 S Ci f S Mi AECOM

Source: City
of Santa
Monica, AECOM

5.F.b
Packet Pg. 184
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Displacement in Baseline Economic Activities >> Revenue Index (Aggregate Pier) • AECOM created a monthly revenue index based off the Pier data. As described in the Methodology section in Appendix II, the revenue index demonstrates the monthly revenue variation from the annual average. • As shown in the chart, the index presents the typical seasonality of the Pier across the last five years. July is the peak revenue month along the Pier. April, May and September are average revenue months, while June through August generate revenues 30 to 80 percent above the monthly annual average Source: AECOM
generate revenues 30 to 80 percent above the monthly annual average. • As presented, there is typically a steep drop in revenues in October, with October through December performing 30 to 40 percent below the annual average.
• Through the months of the CDS occupation, September through December of 2009, the index shows about average perform
a
nce in 2009 r
elativ
e t
o th
e
oth
er years in th
e m
onth
s
of Septe
mber a
n
d Dece
mber, whil
e October 2009 i
s
slightl
y

pe o a ce 009 e a e o e o e yea s e o s o Sep e be a d ece be , e Oc obe 009 s s g yhigher than other years and November 2009 is marginally lower than others.

5.F.b
Packet Pg. 185
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Displacement in Baseline Economic Activities >> Net Change in Pier Activities • Comparing 2009’s performance to the average performance of 2005 through 2008, we estimate the difference in the Pier’s performance between September and December.
– This was calculated by comparing the monthly percentage difference in September – December to the average of the monthly percentage differential in 2005 – 2008.
• As demonstrated in the figure below, the difference between 2009’s performance and the 2005-2008 average represent the net impacts of CDS.
– The percentage differential is applied to the annual monthly average to determine the net impacts of CDS on the Pier.– Across the CDS occupation period, September – December, there was a net increase of $420,000. This represents

3.2 percent of total revenues across the four month period.

ESTIMATED NET CHANGE IN PIER ACTIVITIES
Total Pier
Cirque Year to Increase/
Period
Year to
Non‐Cirque Year
Differential
Increase/
(Reduction)
Estimate
September 3% $91,128
October 10% $342,298
November ‐2% ($69,839)December 2% $55,127
Total Cirque Occupation 3% $418,713
ESTIMATED NET INCREASE (REDUCTION) IN ACTIVITIES AT THE PIER $418,713 Source: AECOM

5.F.b
Packet Pg. 186
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Displacement in Baseline Economic Activities >> Change in Non-CDS Pier Activity • The revenues we evaluate include CDS attendee’s visitor spending and so this figure we estimated above represents the net change due to CDS.
• To calculate the amount of non-CDS related activities displaced by the CDS, we must subtract the CDS Attendees’ Visitor Spending, from the net change due to CDS.
– The CDS generated a positive net impact to the Pier of $420,000. Given that CDS attendees spent $790,000 at the Pier, an estimated $380,000 of non-CDS related economic activity was displaced during the CDS presence at the Pier.

ESTIMATED DISPLACEMENT IN BASELINE PIER ACTIVITY
Total Pier
(1) Estimated Estimated Net Change in Pier Activity Activity Due to Cirque $418 713 $418,713(2) Cirque Attendees' Visitor Spending ‐$793,813(3) Estimated Displacement of Pier Activity Due to Cirque ‐$375,100 Source: AECOM

5.F.b
Packet Pg. 187
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Displacement in Baseline Economic Activities >> Aggregate Pier vs. Specific Businesses • The analysis finds that overall CDS has a positive direct impact of approximately $420,000 on the Pier across the September – December 2009 period.
• The economic analysis reviews the Pier net impacts on an aggregate basis. However, businesses along the Pier have been impacted differently by the presence of the CDS.
• As shown in the table “Pier Revenues Generated by CDS Attendees” on page 34, CDS attendees made 60 to 70 percent of their purchases in the food and beverage category (to a variety of outlets). CDS attendees made entertainment and retail purchases as well, but these purchases may not account for reductions in economic activity due to the CDS’s presence at the 1550 Lot. • Pier revenue data was also made available by industry category entertainment restaurants and other businesses The Pier revenue data was also made available by industry category, entertainment, restaurants, and other businesses. The following slides present the revenue indices and overall net impact for the retail and entertainment categories.

5.F.b
Packet Pg. 188
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Potential Reduction in Economic Activities >> Entertainment and Restaurant Performance• As shown by the revenue variation index for entertainment businesses along the Pier, performance was close, but below average in September through December 2009 compared to the other years.
– Entertainment businesses along the pier
had a 1 percent revenue reduction during the period of CDS than they would have otherwise. – It should be noted that even within these
cat i CDS’ i t i d F tegories, CDS’s impacts varie
d.

For
instance, one of the largest entertainment businesses along the pier provided us with their 2005 and 2009 revenue figures. Using the same methodology, we estimated they had a 2 percent reduction th i S t b th h D b 2009 th
eir Septem
ber throug
h
Decem
ber 2009
activities relative to their average performance during that period. • Restaurants, on the other hand, performed
well above average during CDS’s presence,
compared to other years compared to other years.
– It should be noted that in November and
December 2005, the only months higher than November and December 2009, the restaurant Bubba Gumps opened (skewing the November and December 2005 index

points).
– Not including 2005, restaurants performed
9 percent better during the period of CDS than they would have otherwise.

Source: AECOM

5.F.b
Packet Pg. 189
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Pier Lessee Input >> Overview• The previous section quantifies the net impact to the Pier and to key industry categories, but, as described previous, the analysis may not fully reflect the impacts to individual businesses within each category. • To better understand the perspective of individual businesses, AECOM and LSC Please see the description of the CDS License Agreement Terms and Conditions in the Introduction Section for an garnered qualitative input from various Pier lessees. tli f th ki – The study methodology was presented to Pier lessees during a Pier Lessee Association meeting and this was supplemented with individual meetings with four major lessees and written feedback from various tenants. • The following section synthesizes the Pier lessee impact input under a few major outline of the parking
mitigations and marketing efforts requested by the City of Santa Monica and undertaken by CDS. themes.

5.F.b
Packet Pg. 190
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Pier Lessee Input >> Business PerformancePier Lessees Report on their Performance During CDS Operations• One of the major entertainment businesses along the Pier believes they were substantially negatively impacted by CDS and the loss of a portion of the 1550 Lot. They described a reduction in their general admission business as well reduction in special events. – The 1550 Lot is where staging takes place for film crews and is where groups with special events often park. They described that filming and special events were down across the board due to the economy, but reported that one group event was cancelled as a direct result of CDS, and they were concerned that other event/film organizers did not even try to contact them due to the CDS performance. – This Pier tenant recognized that CDS brought a lot of visitors to the Pier. During the event they described seeing crowds on the beginning of the Pier but they did not see many visitors moving beyond Bubba crowds on the beginning of the Pier, but they did not see many visitors moving beyond Bubba Gumps. • Another entertainment business felt like they may have benefited from the show, but felt like they had slightly depressed business during that time period. Another entertainment business believed they had one of the worst years in their history on the Pier. • One of the cultural attractions along the Pier had anticipated increases in revenue and attendance through 2009, but instead estimated they had a loss of $5,000 due to the CDS’s location in the 1550 Parking Lot. – They reported that their our weekends were hit hard with an average 35 percent decrease of visitors on Saturdays and a 20 percent decrease on Sundays. They also recorded a large decline on Thursdays, when visitorship was down by 36 percent.

5.F.b
Packet Pg. 191
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Pier Lessee Input >> Business PerformancePier Lessees Report on their Performance During CDS Operations (Cont.)• A souvenir shop said they did not make a lot of money during that period, but that the CDS operation did not substantially hurt them.
• As quantified in the previous section on aggregate restaur As quantified in the previous section, on aggregate, restaurants had higher revenues than normal during the CDS period had higher revenues than normal during the CDS period.

However, this impact differed among the individual restaurants. – One restaurant described capturing a higher than average number of patrons and revenues, but less than anticipated. The business opened for special hours for CDS attendees and despite some increase in volume they believe they had a profit loss of approximately $10,000 due to CDS. • This same restaurant saw a marked decrease in visitation of re gg ular customers comin
g to see bands due to the
limited parking.
• One restaurant had a significant revenue jump that they believe was directly due from the CDS presence at the Pier – This restaurant “would love to see CDS Come back and visit as often as possible”. They believe it is a great opportunity for Southern California clientele to come and spend money in Santa Monica and at the Pier. • This restaurant witnessed more people on the Pier during this time of the year than they had since they opened This restaurant witnessed more people on the Pier during this time of the year than they had since they opened. – This restaurant reported that their Santa Monica restaurant performed significantly better during the CDS time period than other stores throughout the country.
– According to this restaurant they captured the benefit of CDS by staffing up at critical times and staying open later than normal. During the CDS period they added 65 to 75 more employees above their average number of employees during the winter period. They did not participate in any special offers, promotions, or marketing, but still captured a substantial number of CDS visitors.
– This business said the CDS hours also worked well because they were off-peak and could be accommodated in their restaurant without displacing regular customers.

5.F.b
Packet Pg. 192
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Pier Lessee Input >> Parking ConcernsParking Concerns• While the results of the survey completed for this study did not find that Pier visitors reported parking as a significant problem, Pier lessees had major concerns with parking.
• Pier lessees identified parking and the occupation of the 1550 Lot as the largest issue surrounding CDS Pier lessees identified parking, and the occupation of the 1550 Lot, as the largest issue surrounding CDS. – Mentioned previously, one business described how the loss of the 1550 Lot was especially difficult for their evening customers.
• Nightlife customers often park at 1550 Lot because it is convenient; typically there is plenty of parking in the 1550 Lot at night (after the beach goers leave for the day) and the Pier Lot often fills up quickly. • Some bands did not want to play at the restaurant becaus Some bands did not want to play at the restaurant because parking was difficult They usually park in the1550 Lot parking was difficult. They usually park in the1550 Lot. – Another business described how parking is a central issue at the Pier for all events. They recognized that events can be good for Pier business, but anytime there is a large event at the Pier parking is an issue. – As described above, special event and group bookings are particularly impacted by the occupation of the 1550 Lot.

5.F.b
Packet Pg. 193
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Pier Lessee Input >> Visitor Attraction and PressCDS allows the Pier to Capture a Different Demographic• One restaurant found that many of the CDS customers were local (within 50 miles of the Pier) and that many were from Santa Monica, but had not been to the Pier in years.
– CDS was an opp y p ortunit
y to ca
pture and attract local Santa Monica residents who had not been to the Pier in a lon g
time because they had a perception of the Pier as a tourist trap. – This restaurant found that these Southern California locals have come back after CDS.

CDS as Positive Press for the Santa Monica Pier
• The restaurant who reported increased revenues thought it was important to recognize that CDS is an iconic cultural event that only comes to a few cities in America. The fact that CDS comes to the Pier says good things about Santa Monica and puts the City in the limelight. Santa Monica gets introduced to different markets and CDS represents an opportunity to present what the city has to offer to new visitors. – CDS ran numerous advertisements on the radio and in print that always mentioned CDS, at the Santa Monica Pier. • Another Pier lessee mentioned that they understood about businesses concerns about damages of business during CDS, but that, on the big picture level, CDS was an opportunity to capture additional visitors. They believed there would be positive returns in the long run. – They described how CDS attendees love the CDS and it is advantageous, across the long term, for visitors to connect the Pier with positive experiences/events.

5.F.b
Packet Pg. 194
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Pier Lessee Input >> MarketingMarketing• Several Pier lessees mentioned they were disappointed in the results of attempts to market with CDS. – One particular lessee put a lot of effort toward creating a proposal for catering within the CDS tent and was disappointed that CDS selected a non-Santa Monica business that had a connection with CDS mana gy ement. The
y
recognized the City’s agreement with CDS only had a preference for using local businesses, but would have liked if the City was better able to enforce the agreement with CDS. – Another entertainment business mentioned receiving unsolicited marketing support from CDS that involved a lot of planning, but did not result in the expected outcomes and few purchases. • A cou
py le of lessees mentioned concerns with the CVB’s cit
ywide CDS
promotions
• Restaurants in Santa Monica were able to buy CDS tickets at discount rates and were able to offer CDS ticket and restaurant packages. While this was an option to all businesses it was difficult for smaller restaurants to take part in the opportunity given the risk and cost. • In addition, the website CVB’s had two links for CDS attendees, one to restaurants offering free parking and restaurants who did not, the pier lessees mentioned this as a reason why some CDS attendants might be att t d f th Pi ttracte
d away from the Pier.
• One restaurant believed that some of the lackluster capture of CDS attendees in 2009 relative to more capture in the 1990’s was, in part, due to the citywide CDS promotions. • Some businesses provided future marketing ideas if CDS was again at the Pier:
– Have CDS performers in costume/on stilts along the Pier to draw people before or after the show or when CDS is not playing. Performers can be available for pictures at the end of the Pier and Pacific Park and may be able to encourage people to CDS attendees along the whole Pier. – Additional booths selling items and/or tickets on the Pier.– The City/PRC/Other Pier businesses should market during the period to Pier businesses’ regular customers to let them know that they are still open and where parking is available.

5.F.b
Packet Pg. 195
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Pier Lessee Input >> Impact of Various EventsDifferent Events along the Pier have Different Impacts• In 2009 the Pier had over 20 different series and events, including weekly summer dance series and other concert series. Listed are just a few examples:
• 100th
Anniversar
y of the Pier
• 25th anniversary of the Twilight Dance Series
• Santa Monica Pier Classic Car Show• Santa Monica Classic 5K/10K • Several Pier lessees commented that different events have varying impacts on each business. Some events are positive for the Pier while others are not for the Pier, while others are not. – Several Pier lessees, from restaurants to entertainment, said that Ashes and Snow was a advantageous to their business.
• This show had a low admission fee and did not offer food or drink. • Visitors were able to make their own schedule and it was easy/convenient for them to visit their Pier • One tenant described how they recognized that various tenants profited from different events. Filming events did not have a positive impact at their souvenir shop and often did not have a significant impact on the restaurants, as film crews usually have their own catering. However, the tenant recognized that the PR generated by movies and shows filmed at the Pier helped the reputation and attendance of the Pier across the board.

5.F.b
Packet Pg. 196
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License III. Economic Impact Analysis
Net Economic Impacts >>• Net economic impacts account for both the gross economic impacts due to the CDS and any reduction in economic activities at the Pier due to CDS.
– The aggregate reduction in non-CDS economic activity determined in the Displacement in Baseline Economic Activities section was used to calculate this figure.
– Multipliers were applied to the reduction in non Multipliers were applied to the reduction in non-CDS economic activity so as to account for the associated CDS economic activity, so as to account for the associated reduction throughout the Santa Monica economy (indirect and induced impacts). – Gross economic impacts were reduced by the total impact of displaced customers due to CDS. • CDS’s 2009 operation of “KOOZA” resulted in a net economic output impact of $16.7 million to the city of Santa Monica. This includes associated earnings of $5.1 million and 151 jobs.

ECONOMIC IMPACTS
Gross Economic Impacts
Output
(Millions)
Earnings
(Millions) Jobs
Onsite Cirque Impacts $ 11.1 $ 3.1 86
Offsite Pier
& Santa Monica Impacts
$ 6.1 $ 2.2 70
Total GrossImpacts to the City of Santa Monica $ 17.2 $ 5.3 156 Economic Activity Displacement
Out
put Earnin
gs
(Millions) (Millions) Jobs
Displacement ‐$ .5 ‐$ .2 ‐5Net Economic Activities
Output
(Millions)
Earnings
(Millions) Jobs

Net Economic Activities to the City of Santa Monica $ 16.7 $ 5.1 151

5.F.b
Packet Pg. 197
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License IV. Fiscal Benefits to the City of Santa Monica

5.F.b
Packet Pg. 198
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License IV. Fiscal Benefits to the City of Santa Monica
Overview >> Fiscal Benefits• Fiscal benefits are defined as the fiscal revenues to the City of Santa Monica as a result of CDS’s “KOOZA” performance.• Benefits include the direct revenues to the City, such as ground lease payments, as well as sales, hotel, and utility tax revenues generated by CDS attendees.

Direct Benefitsfrom Cirque du Soleil
Direct Fiscal Benefits from CDS du Soleil• The license agreement made between Cirque du Soleil d th Cit f S t M i i d Ci t k Ground Lease Rents $960,00 0 Parking Revenues
Civic Center Lot $16,600
Other Parking Revenues $327,359
Subtotal Parking Revenues $343,959
an
d the City of Santa
Monica require
d Cirque to ma
ke
certain payments to the City for the rights to occupy a portion of the 1550 Lot. This included revenue neutral payments, such as payments to cover police and fire costs, as well as revenues to compensate the City for the ground lease of the lot.

Less Reduction in
Parking Revenue in 1550 Lot ‐$379,820
Subtotal Reduction ‐$379,820
Direct Fiscal Benefits from Cirque du Soleil $924,139
S AECOM Ci f S Mi
• In this analysis, we have included the ground lease
revenue receipts as well as the net parking revenues generated by CDS. • The City of Santa Monica received $920,000 from the
CDS ground lease and parking revenues CDS Source: AECOM, City of Santa
Monica ground lease and parking revenues.

5.F.b
Packet Pg. 199
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License IV. Fiscal Benefits to the City of Santa Monica
Overview >> Fiscal BenefitsTax Benefits resulting from Cirque• Sales tax receipts are generated to the City of Santa Monica from Cirque attendees spending within the CDS tent, alon g the Pier and within the rest of Santa
Sales TaxOnsite Taxable Sales
Cirque In‐Tent Sales Revenues Taxable Share Taxable Sales Food and Beverage Spending $1,510,887 90% $1,359,798Gift & Souvenir Spending $1,697,006 100% $1,697,006
Subtotal Onsite Taxable Sales $3,056,804
Off i T bl Sl
g
Monica. The City of Santa Monica receives 1 percent of taxable sales. Utilizing the revenues generated within the economic impact analysis section, CDS attendees generate a total of $6.2 million in retail sales throughout Santa Monica.

Offsite Taxable Sales
Pacific Park
Adjusted Food and Beverage2 $310,487 90% $279,438
Gifts and Souvenirs $62,998 100% $62,998
Pier
Adjusted Food and Beverage2 $293,804 90% $264,424
$ $ • The City of Santa Monica is projected to receive
$62,000 in sales tax as a result of CDS.
• Transient occupancy taxes (TOT) are charged on room
revenues for those staying less than 31 days in a hotel or other accommodation. TOT charges in the City of S t M i 14 t f TOT
Gifts and Souvenirs $36,602 100% $36,602
Other Spending $28,683 100% $28,683
Other Parts of Santa Monica
Adjusted Food and Beverage2 $2,635,893 85% $2,240,509
Gifts/ Souvenirs/ Other Shopping Item $250,786 100% $250,786 Subtotal Offsite Taxable Sales $3,163,440
Santa
Monica are 14 percent of room revenues. TOT
taxes are applied to the estimated revenues for CDS visitors*. • The City of Santa Monica is projected to have received approximately $60,000 in TOT as a result of CDS.

Total Taxable Sales $6,220,244
Sales Tax
@ 1% $62,202
Transient Occupancy Tax
Accomodation Spending
Est. Induced Cirque Visitor Accomodation Spending 420,138 • Utility User tax is 10 percent in Santa Monica. CDS is estimated to have paid approximately $8,000 in utility user tax to the City of Santa Monica. q pg
Total Accomodation Spending $420,138Transient Occupancy Tax @ 14% $58,819
Additional TaxesUtility User Tax
Cirque Utility Use $80,000

*Revenues from CDS performers are excluded because they are likely to have stayed more than 31 days.

Utility User Taxes @10% $8,000
Other Tax Receipts $8,000
Source: AECOM, City of Santa Monica

5.F.b
Packet Pg. 200
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License IV. Fiscal Benefits to the City of Santa Monica
Overview >> Fiscal BenefitsTotal Fiscal Benefits• In total, the City of Santa Monica is projected to have received approximately $1.1 million in fiscal revenues as a result of Cir que’s o
perations in the Cit
y of Santa

FISCAL IMPACTS
Source ReceiptsDirect Benefits from Cirque du Soleil $920,000 qp Tax Benefits
y
Monica. Sales Tax Receipts $60,000
Transient Occupancy Tax Receipts $60,000Additional Taxes $10,000Subtotal Tax Benefits $130,000 Total Fiscal Impacts Impactsto the City of Santa Monica $ ,050,000 1,050,000

5.F.b
Packet Pg. 201
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License V. Economic and Fiscal Impact Summary
• CDS’ 2009 operation of “KOOZA” resulted in a net
economic output impact of $16.7 million to the city of Santa Monica. This includes associated earnings of $5.1 million and 151 annualized jobs.

SUMMARY OF ECONOMIC AND FISCAL IMPACTS
Economic Impacts
Output Earnings
• In total, the City of Santa Monica is projected to have received approximately $1.1 million in fiscal revenues as a result of Cirque’s 2009 operations in the City of Santa Monica. (Millions) (Millions) Jobs
Gross Impacts $ 17.2 $ 5.3 156
Displaced Sales1 ‐$ .5 ‐$ .2 ‐5
Net Economic Impact $ 16.7 $ 5.1 151
Fiscal ImpactsSourceDirect Benefits from CirqueTax BenefitsTotal Fiscal Impacts $920,000$130,000
$1,050,000
Receipts
Source: AECOM

5.F.b
Packet Pg. 202
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License General Limiting Conditions
Every reasonable effort has been made to ensure that the data contained in this report are accurate as of the date of this study; however, factors exist that are outside the control of AECOM and that may affect the estimates and/or projections noted herein.

This study is based on estimates, assumptions and other information developed by AECOM from its independent research effort, general knowledge of the industry, and information provided by and consultations with the client and the client's representatives. No responsibility is assumed for inaccuracies in reporting by the client, the client's agent and representatives, or any other data source usedi i n preparing or presenti thi t d ting this stu dy.

This report is based on information that was current as of April 2010 and AECOM has not undertaken any update of its researcheffort since such date.Because future events and circumstances, many of which are not known as of the date of this study, may affect the estimates contained therein no warranty or representation is made by AECOM that any of the projected values or results contained in th contained therein, no warranty or representation is made by AECOM that any of the projected values or results contained in this study will actually be achieved.Possession of this study does not carry with it the right of publication thereof or to use the name of "AECOM" or “Economics Research Associates” in any manner without first obtaining the prior written consent of AECOM. No abstracting, excerpting orsummarization of this study may be made without first obtaining the prior written consent of AECOM. Further, AECOM has served solely in the capacity of consultant and has not rendered any expert opinions. This report is not to be used in conjunction wi h bli i ff i f i i d b i h i il ith any public or private offering of securities, d
e
bt, equity, or ot
her similar purpose wh i b li d here it may
be relie
d upon to any
degree
by any person other than the client, nor is any third party entitled to rely upon this report, without first obtaining the prior written consent of AECOM. This study may not be used for purposes other than that for which it is prepared or for which prior written consent has first been obtained from AECOM. Any changes made to the study, or any use of the study not specifically prescribed under agreement between the parties or otherwise expressly approved by AECOM, shall be at the sole risk of the party making such changes or adopting such use.

This study is qualified in its entirety by, and should be considered in light of, these limitations, conditions and considerations.

5.F.b
Packet Pg. 203
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Addendum

5.F.b
Packet Pg. 204
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Addendum- Cirque du Soleil Economic Impact

1 Addendum
October 11, 2010
As part of the analysis process, AECOM circulated a draft of the analysis report, the Economic Impact of Cirque du Soleil on the City of Santa Monica, and attended a Pier Restoration Corporation (PRC) Board meeting. This addendum summarizes additional comments and inputs.

Impact due to the Timing of the Event
• No Off Peak Period for the Pier - It was suggested that there is no off peak period for the Pier, i.e. that a weekday in the summer performs just as well as a weekend in January and that the visitation is often based more on weather than time of the year. • Impact of Timed Events
o Timed events, such as Cirque du Soleil (CDS), create traffic impacts before and after events which discourage people from coming to the Pier. o Several suggest that timed events have a detrimental impact to the Pier as compared to more open ended events.

Cirque du Soleil Specific Comments
• One of the Pier businesses, who was selected to be a vendor within the CDS Tent commented, on how he believed the concept of Cirque du Soleil was good for the Pier as a Southern California destination.
• A resident commented that they did not feel that events such as CDS improve their quality of life.
• Parking Survey Findings. A few Pier businesses mentioned that the finding that only 4 percent of Pier visitors indicated they usually park in the 1550 Lot and were displaced due to CDS seemed incorrect. They believe the figure was higher. • Cirque’s Compensation to the City - The amount of money Cirque pays the City to perform in Santa Monica was questioned. Is the amount appropriate or too low? • Impact to Whom? - The report finds that CDS’ performance of KOOZA in Santa Monica positively impacted both the Pier and the City of Santa Monica, but that the distribution of positive and negative impacts varied by business type, with restaurants faring positively and entertainment perhaps having some negative impacts. At the meeting, it was suggested that only one restaurant along the Pier benefited from the presence of Cirque.

Analysis/Methodology Comments
• Survey Sample. The survey was completed in two parts. Lauren Schlau Consulting (LSC) surveyed persons at two locations on the Pier and then, due to the disbursal patterns of Cirque attendees, decided to survey the Cirque attendees online.

5.F.b
Packet Pg. 205 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Addendum- Cirque du Soleil Economic Impact

2 Questions were raised on the size of the survey sample and whether it was an appropriate selection.
o Both the in person survey and online survey had an acceptable sample size.

Over 1,200 Cirque patrons answered the online sample and 300 persons completed the onsite survey. The onsite survey had a sample variance of 5.6 percent at the 95 percent confidence level, while the online survey had a 2.8 percent sample variance at the 95 percent confidence level. o Cirque provided the list of emails that were mailed the online survey. This list is supposed to represent all ticket purchasers who made their emails available.
• High Share of Santa Monica Residents. The survey found that almost 20 percent of CDS visitors surveyed were from Santa Monica. Applied across all CDS attendees this assumption works out to almost 36,000 Santa Monica residents visiting CDS, a little more than 40 percent of all of Santa Monica residents. This figure seems high; while Santa Monica residents are the target profile of people who would attend CDS, it is possible that Santa Monica residents answered the survey in greater proportions than other populations.
• Santa Monica Residents Impacts. The initial report included the full impact of Santa Monica residents’ spending, but the report has been adjusted to account for Santa Monica resident spending that was likely to have happened in the City of Santa Monica if CDS was not present.
• Persons who did not visit due to CDS. A number of questions came up about measuring the impacts/surveying those who did not come to the Pier due to CDS.

This factor was taken into consideration as AECOM initiated this study. A methodology was developed that was not dependent on measuring who did not come. As described in Appendix II: Economic Impact Methodology, the report is able to instead compare the revenue performance of the Pier without CDS to the Pier performance with CDS, holding for annual and monthly performance.

5.F.b
Packet Pg. 206 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Appendices

5.F.b
Packet Pg. 207
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Appendix I: Visitor Survey Report

5.F.b
Packet Pg. 208
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License

REPORT ON PROFILE OF
“KOOZA” BY CIRQUE DU SOLEIL ATTENDEES

AND SANTA MONICA PIER VISITORS
Presented by:

Lauren Schlau Consulting

April 2010

5.F.b
Packet Pg. 209 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 2

EXECUTIVE SUMMARY
Background
The City of Santa Monica (City) has authorized booking large scale special events to support cultural arts and economic development goals. Targeting “off-peak” periods for such events are seen as effective for attracting more visitors to the Santa Monica Pier and surrounding area, and to generate incremental visitor spending.

The City allows special events to occupy portions of the “1550 PCH” Beach lot, the main parking for the Pier, beach and other area venues. Structures erected to produce Cirque du Soleil’s “Kooza” were sited on the 1550 PCH Beach lot from October to mid-December 2009.

While this eliminated about three-quarters of the lot’s available parking spaces, the City provided nearby alternate parking with free shuttle service. Parking information and directions were provided by the City through a link on Cirque du Soleil’s website.

We understand that the general community recognized the economic and related benefits from Cirque du Soleil. However some Santa Monica Pier lessees were concerned as to potential negative revenue impacts due to reduced parking while Cirque du Soleil occupied the 1550 PCH lot, despite the parking mitigations and the event’s timing during an “offpeak” period.

Study Purpose/Outcomes
Given this scenario, the City contracted for a research study to assess the impacts of Cirque du Soleil’s “Kooza,” including an attendee profile and economic, parking and other impacts, especially regarding the Santa Monica Pier.

Specifically, the research was designed to produce:
ƒ overall economic and fiscal impact estimates for the Cirque du Soleil “Kooza” event ƒ a visitor profile of Santa Monica Pier visitors and of Cirque du Soleil attendees ƒ the dynamics and impacts between Cirque du Soleil and the Santa Monica Pier ƒ what, if any, larger planning issues need to be considered and/or addressed by the City resulting from the research findings?
Methodology
Primary market research was undertaken in two phases. On-site interviews were conducted at the Santa Monica Pier among 302 visitor groups. An internet survey was sent to 2,000 Cirque du Soleil ticket purchasers, with a robust 1,265 (63%) being returned.

5.F.b
Packet Pg. 210 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 3
The primary research was directed by Lauren Schlau Consulting (LSC) to develop the Cirque du Soleil attendee and the Santa Monica Pier visitor profiles. The research response data were also utilized by Economics at AECOM as the basis for the economic impact estimates.

Key Points
The following are the key findings of the study related to the main study objectives.

Profile: The Cirque du Soleil attendee was mainly a Santa Monica or Los Angeles County resident, married with or without children at home, of an average age of 46 and a high annual household income of $110,000. They were highly likely to have visited Santa Monica in the past year and on multiple occasions although less likely to have visited the Pier.

The Santa Monica Pier visitor was almost equally from within Los Angeles County as from outside the area. They also tended to be married with children at home, of an average age of 32 and a $67,000median annual household income. They were less likely to have visited Santa Monica or the Pier in the past year as again many were from outside the region. They also spent money but less than Cirque du Soleil attendees, however, they had a bigger impact on lodging spending as more Pier visitors stayed overnight in Santa Monica.

These audiences were not highly comparable in terms of residence or demographics but can be considered complementary in that each venue attracted a different audience. Many Cirque du Soleil attendees also visited the Santa Monica Pier when in Santa Monica, influenced to go there because they saw it from the “Kooza” tent area. Thus it can be surmised that Cirque did attract a new/other audience to the Santa Monica Pier, although perhaps relatively small, but of high income that may not generally visit the Pier.

Parking: The results of the survey revealed that parking by and large was a non-issue, whether for Cirque du Soleil attendees or for Santa Monica Pier visitors. And notably more than twice the percentage of Pier visitors said they actually parked in the 1550 PCH lot the day they were there compared to the percentage who said they usually park in that lot. In addition, the Pier experience was rated quite favorably with but a few negatives related to parking.

Future Considerations: From a qualitative standpoint, it appears that Cirque du Soleil was an overall benefit to Santa Monica and, for the most part, to the Pier. The City and Cirque seem to have done a good job of providing alternate parking and shuttle service and of communicating this information via the Cirque’s and city’s websites. Issues among Pier lessees are less clear cut as Pier businesses were affected differently – some very positively and others negatively- by Cirque du Soleil. There may be additional effective ways for the Pier to target market to the special event audiences on the 1550 PCH lot to ensure that all lessees can capture their fair share of this incremental audience.

5.F.b
Packet Pg. 211 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) LSC
0 10
20 30
40 50
60 70
80 percent
Behavio
Atte
T
▪ A
(e
C
6 ▪ O
C
C
▪ O
M
re
in
▪ T
C
re
Profile o
T
San
ors
ndee Resid
he key poin
A 60% majo
excluding Sa
County resid
% from Oth
Of those who
County and n
County. Cali
Of those mai
Monicans, wi
esidents. A
nternational
herefore, th
Cirque du So
egion, 84%
Exhibit 1
f Cirque du S
Total
nta Monica
dence
nts for reside
rity of all re
anta Monica
ents. Anoth
her U.S. stat
ose main pu
nearly 20%
ifornians co
n purpose w
ith 46% from
s well, 20%
.
he Pier drew
oleil, while C
versus 52%
1 – Santa M
City of
Soleil “Kooza”
L.A. Co
ence are as
espondents r
a) and 17%
her 14% we
tes and 3%
urpose was a
from Santa
mprised 13%
was visiting
m other L.A
% were from
w far more n
Cirque du So
% from the r
Monica Pier
f Santa Monic
” Attendees a
Cirque
. Calif.
follows and
resided in a
were from
ere Californi
from foreig
attending Ci
a Monica, th
%, Other U.
the Santa M
A. County ar
California,
non-L.A. cou
oleil’s audien
region at th
r & Cirque
ca
and Santa Mo
Other
d graphed in
city or area
Santa Monic
ans (outside
gn countries
irque du So
us 84% in t
.S. for 3%,
Monica Pier,
eas, thus 52
16% from O
unty residen
nce was ma
e Pier.
du Soleil A
onica Pier Vis
SM Pie
U.S. In
n Exhibit 1.
a within Los
ca, thus, 77
e L.A. Coun
s.
leil, 64% w
total were fr
and under 1
, only 6% w
2% were L.A
Other U.S. a
nts, 47%, ve
ainly from th
Attendee R
itors
P
r
nt'l.
s Angeles Co
7% were L.A
ty), with ne
ere from L.A
rom L.A.
1% foreign.
were Santa
A. County
and 12%
ersus 16% f
he Los Ange
esidence

ounty
A.
early
A.
for
eles

5.F.b
Packet Pg. 212 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 5
Main Purpose in Santa Monica
▪ Overall, 71% of total respondents indicated that their main purpose for being in Santa Monica was to see Cirque du Soleil, while 14% were mainly visiting the Santa Monica Pier. This result may be expected in that the on-line survey was returned by four times more Cirque du Soleil attendees than the number of visitors interviewed on the Pier.

Other Purposes in Santa Monica
Respondents also indicated other purposes in Santa Monica, which reflect that Cirque du Soleil attendees and Santa Monica Pier visitors did other things in Santa Monica than their main purpose, as discussed below segmented by main purpose.
▪ Among those visiting the Santa Monica Pier as their main purpose, 32% also went to Pacific Park, 29% named the Pier as another purpose and 10% went to Cirque du Soleil. In contrast, only 3% of Pier visitors had “no” other than their main purpose. ▪ Among those attending Cirque du Soleil as their main purpose, 35% also ate out in Santa Monica restaurants, 25% visited the Santa Monica Pier, 15% named Cirque du Soleil, 14% were just walking around/sightseeing, while 3% also went to Pacific Park.

Of these attendees, 31% said they had “no” other than their main purpose that day.

Table 1 – Summary of Main and Other Purpose/Activity
Main Purpose/Activity
Pier CdS
Main purpose/activity – Cirque du Soleil 0% 100%
Main purpose/activity – Pier 100% 0%
Other purpose - Cirque du Soleil 10% 15%
Other purpose – Pier 29% 25%
Other purpose – eat in Santa Monica restaurants 8% 35%
Other purpose – go to Pacific Park 32% 3%
Other purpose – Walk around/sightsee 48% 14%
No other than main purpose/activity 3% 31%

5.F.b
Packet Pg. 213 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 6
Santa Monica Pier Visitor Activities
Any respondents who visited the Santa Monica Pier the day they were in Santa Monica specified their activities on the Pier, as discussed below. ▪ As may be expected, those visiting the Pier as their main purpose visitors did many activities on the Pier. Over one-half, 52% strolled on the Pier, 33% played arcade games, 22% ate at a Pier restaurant and 18% browsed or shopped at a Pier store. ▪ Also, 43% of total Pier visitors played games at Pacific Park, 38% rode rides at Pacific Park and 25% ate at Pacific Park.
▪ Again 28% of those with Cirque du Soleil as their main purpose also went to the Santa Monica Pier and Pacific Park (as noted in the table above). They did somewhat fewer Pier activities in total, 75% versus 90% for mainly Pier visitors, while more of them, 35% ate at a Pier restaurant versus 22% of Pier main purpose visitors and 20% browsed in Pier shops. However, only 3% of Cirque du Soleil patrons went to Pacific Park versus 32% of mainly Pier visitors.

Table 2 – Santa Monica Pier Activities
Total
Main Purpose
Pier CdS
Base: Visited Pier 700 228 349
Just stroll/sightsee 62.9% 51.5% 66.5%
Other 3.6% 3.0% 3.8%
Pier Specific
Eat at a Pier restaurant/snack bar 28.8% 22.0% 35.4%
Browse/shop at Pier shops 20.3% 17.9% 20.2%
Play games at the Playland Arcade 16.4% 32.7% 8.5%
Ride the Pier Carousel 9.5% 14.8% 7.1%
Visit the Pier Aquarium 2.6% 1.4% 2.1%
Hear music or dance at Rusty’s 1.1% 0.2% 2.1%
Subtotal Pier 79.2% 89.9% 75.4%
Pacific Park Specific
Play Pacific Park games 24.1% 43.9% 13.1%
Pacific Park rides 21.0% 37.8% 12.3%
Eat at Pacific Park food outlets 15.0% 24.6% 11.1%
Subtotal Pacif. Park 60.1% 106.3% 36.5%

5.F.b
Packet Pg. 214 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 7
Influences on Cirque du Soleil Attendees to Visit the Santa Monica Pier The Cirque du Soleil attendees who visited the Santa Monica Pier were asked what influenced them to go there even though it was not their main purpose that day. ▪ Of the Cirque du Soleil attendees surveyed on-line who also visited the Pier that day, 49% were influenced to go to the Pier when seeing the Pier from Cirque du Soleil..

Another 6% had been influenced to visit the Pier from “Kooza” ads or the website. ▪ Of the smaller Cirque du Soleil attendee sample interviewed at the Pier, 71% in total were influenced to visit the Pier due to already being at “Kooza,”, from seeing the Pier when at “Kooza,” or from Pier ads on the Cirque du Soleil website.

Santa Monica Pier Rating
▪ Of all respondents who visited the Santa Monica Pier, 77% found the experience very or extremely enjoyable, while only 5% found it not enjoyable. The overall mean rating was 4.03 (out of 5), or “very enjoyable.”
▪ Those mainly visiting the Pier rated their experience slightly higher, at 4.19 versus

3.94 for those mainly attending Cirque du Soleil, both in the “very enjoyable” range. ▪ For the 5% of Pier visitors with an unenjoyable Pier experience, 37% cited difficulty parking.

Santa Monica Visitation in Past Twelve Months
▪ Over three-quarters or 76% of respondents (excluding Santa Monica residents) had visited the city of Santa Monica in the past twelve months (“repeat”) while 24% had not “first time”). Those who had made 11 visits on average in that period, or nearly once per month.
▪ Not surprisingly, more who had visited Santa Monica before lived closer; 87% of Los Angeles County residents had visited, compared to 60% of Californians, 31% of Other U.S. residents, and 11% of International residents. ▪ Of those whose main purpose was the Santa Monica Pier (that day), 55% had visited Santa Monica in the past twelve months, and those who did came 3.6 times on average in the twelve month period.
▪ Santa Monica had been visited by 83% whose main purpose was Cirque du Soleil, a higher percentage than for those whose main purpose was to visit the Pier. Those who had visited in that period made an average of 13.7 visits or more than one per month. Cirque du Soleil’s audience was more locally based than the Pier’s, giving them greater opportunity to visit Santa Monica, which in fact they did more often.

Santa Monica Pier Visitation in Past Twelve Months

5.F.b
Packet Pg. 215 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) LSC percent ▪ A
m
a
▪ A
M
C
re
▪ O
in
▪ O
tw
th
Ex
Spendin
All respo
discusse
Monica P
formed t
▪ O
M
th
Profile o
0 10
20 30
40 50
60 70
80 90
SM -
Among all re
months (“rep
n average o
Again, overa
Monica and d
County resid
esidents, an
Of those mai
n the past tw
Of those mai
welve month
he higher lo
xhibit 2 – F
ng
ondents repo
d, per-grou
Pier, and in
the basis for
Overall, 87%
Monica Pier a
hat day in S
T
f Cirque du S
Total SM
Mai
spondents,
peat”) while
of 3.4 times
ll Pier visita
diminished w
ents had vis
nd 11% of In
nly visiting
welve month
nly attendin
hs and thos
cal base of
First Time
orted their s
p and per-c
Santa Monic
r the study’s
% of all grou
and/or in Sa
Santa Monica
Table 3 - Su
City of
Soleil “Kooza”
M-Pier
n Purp.

S
Ma
First T
55% had v
e 45% had n
in that peri
tion was hig
with distanc
sited the Pie
nternationa
the Santa M
hs and had
ng Cirque du
e that had m
Cirque du S
vs. Repeat
spending th
capita by loc
ca (outside
s overall eco
ps spent mo
anta Monica
a.
ummary of
f Santa Monic
” Attendees a
SM -CdS
ain Purp.

P
Time R
isited the Sa
not (“first tim
iod, or abou
gher among
ce; 68% of S
er, versus 3
l residents.

Monica Pier
made an av
u Soleil, 56%
made an av
Soleil attend
t Visitation
e day they w
cation, that
the Pier or
onomic imp
oney wheth
(excluding
f Santa Mo
ca
and Santa Mo
Pier - Total
Repeat
anta Monica
me”). Thos
ut one per q
g those who
Santa Monic
9% of Califo
(that day),
verage of 2.
% had visite
verage of 3.5
dees.
n in Santa M
were in San
is, at Cirque
Cirque du S
act estimate
er at Cirque
Cirque du S
onica Visito
onica Pier Vis
Pier-Pier
Main Purp
a Pier in the
e who had,
uarter.
reside close
ca and 60%
ornians, 23%
48% had be
7 visits in t
ed the Pier i
5 visits ther
Monica and
nta Monica.
e du Soleil,
Soleil), as fo
es.
e du Soleil, a
Soleil tickets
or Spending
itors
P
Pier-CdS
Main Purp
e past twelve
visited the
er to Santa
of Los Ange
% of Other
een to the P
hat period.
in the past
re, again du
d at the Pie
This is
on the Sant
ollows. This
at the Santa
s and parkin
g

p
e
Pier
eles
U.S.

Pier
e to
er
ta
a
ng)

5.F.b
Packet Pg. 216 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 9
Total
Main Purpose
Pier CDS
% Spent money anywhere in Santa Monica (that day) 86.7% 82.9% 86.6% % Spent money at Cirque du Soleil (per all groups) 72.6% 63.0% 71.8% Average Spent at Cirque du Soleil (per all groups) $32.53 $29.67 $32.48 % Spent money at Santa Monica Pier (per all groups) 70.5% 83.8% 62.5% Average Spent at Santa Monica Pier (per all groups) $58.57 $56.99 $61.20 % Spent money in Santa Monica (excl. Cirque or Pier/group) 41.6% 17.6% 42.7% Average Spent in Santa Monica (excl. Cirque or Pier /group) $55.79 $36.64 $51.89 Avg. spent for parking (per car) $5.84 $4.73 $6.29
At Cirque do Soleil
▪ Overall, 73% of all Cirque du Soleil attendee groups spent In-Tent at “Kooza” (excluding tickets); 58% purchased beverages, nearly 50% bought food and 41% spent on gifts/souvenir items.
▪ Overall, “Kooza” attendees who made any purchase spent an overall average of $47 per-group, while all groups whether or not they spent, averaged overall spending of nearly $33 at the performance.
▪ On average, each Cirque du Soleil attendee group purchased 2.9 tickets. They spent an overall average of $282 per group, or $97 per-person for their tickets.

On the Santa Monica Pier
▪ Overall, 71% of all Santa Monica Pier visitor groups spent money somewhere on the Pier. About one-quarter, 24% of groups bought meals/snacks, 15% bought beverages 11% bought gifts/souvenirs, 10% spent at other Pier outlets and 6% bought admission tickets. 1
▪ Of Pier visitors who spent at Pacific Park, 40% bought food/meals, 39% bought beverages, 33% spent on rides/arcade games, and 10% bought gifts/souvenirs at Pacific Park.
▪ All buyer groups averaged $88.56 in total purchases on the Pier. ▪ All groups whose main purpose was the Pier averaged spending of $76 on the Pier. ▪ All groups whose main purpose was attending Cirque du Soleil averaged spending of $98 on the Pier.
▪ Applying this spending to all groups (who did and did not spend), resulted in an average of $58 spent per-group on the Pier. Cirque du Soleil main purpose attendee groups spent more overall on the Pier, $61, versus $57 by groups who were mainly visiting the Pier.

In Santa Monica Area (excl. Pier or Cirque du Soleil)

1 On the Pier, admission is charged for the Aquarium and the New York Trapeze School.

5.F.b
Packet Pg. 217 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) spending amount $
LSC
$0
$10
$20
$30
$40
$50
$60
$70 spending amount $
• O
S
b
• O
M
• O
• A
$
a
m
fr
• A
in
av
av
Pa
▪ A
sp
A sum
segm
Tran
Profile o
Pi
in t
Of all respon
oleil or the
everages an
Of those who
Monica.

Of those who
Among the 4
125. By ma
ttendee gro
mainly due t
rom outside
Applying the
n overall ave
veraged $3
veraged $5
Parking Expe
Anyone who
pent $6.00
mmary of al
ments is sho
Exhibit 3
nsportation
f Cirque du S
ier-Main Purp
tent @ Cirqu
dents, 42%
Pier. Over
nd 15% on
ose main pu
ose main pu
42% who sp
ain purpose
oups average
o lodging co
the region
$125 overa
erage spend
7 of overall

2. enditures
drove that
or less.
ll spending
wn in the ch
– Summary
(appl
n and Parki
City of
Soleil “Kooza”
p
ue on
% also spent
one-third o
local transp
urpose was C
urpose was t
ent in Santa
, Pier visito
ed $115. P
osts as more
and stayed
all average t
ding of $56
spending in
day spent a
by group co
hart below.
y of Averag
lied to all re
ing Locatio
f Santa Monic
” Attendees a
Pier
money in S
r 35% spen
portation the
Cirque du S
the Pier just
a Monica, ea
rs averaged
ier visitor g
e of them th
in paid lodg
to all groups
per-group.
n Santa Mon
an average o
omparing th
ge Spendin
espondents
ons
ca
and Santa Mo
Cirq
in Santa Mo
Santa Monic
t on meals
e top three i
oleil, 43% s
t 18% also s
ach group s
d $164 overa
roups spent
han Cirque d
ging
s (whether
By main pu
nica while al
of nearly $6
e Total resp
ng Per-Gro
not just buy
onica Pier Vis
que-Main Purp
onica
a other than
out, 20% sp
items in San
spent money
spent in San
spent an ove
all in Santa
t more in Sa
du Soleil att
or not they
urpose, Pier
ll Cirque du

6.00 to park
pondents to
oup by Main
yers)
itors
Pa
p
Parking
n at Cirque
pent on
nta Monica.
y in Santa
nta Monica.
erall averag
Monica whi
anta Monica
tendees wer
spent) resu
r visitors
Soleil group
k. Of those,
main purpo
n Purpose
age 10
du
e of
le
re
ults
ps
60%
ose

5.F.b
Packet Pg. 218 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) LSC
0%
5%
10%
15%
20%
25%
30% percent
Ci
15 St
▪ Most
▪ Drive
Cirqu
2030
▪ Oneperce
site,
1550
Exh
▪ The r
Cirqu
to th
▪ Over
indica
park
The m
▪ Of al
probl
Visitatio
Profile o
Didivic Center
550 PCH lot
treet/other
respondent
ers parked in
ue du Soleil
0 Beach lot a
quarter or 2
entage of Pi
13% used S
0 PCH that d
hibit 4 – W
reason why
ue du Soleil
eir venue, a
three-quar
ated parking
at the Pier.
mean rating
l responden
lem when th
on by Over
f Cirque du S
- Pier
t @ Cirque
ts, 91% arri
n various lo
attendees p
and 16% us
25% of Pier
er visitors w
Santa Monic
day while on
here Visito
41% parke
e-mail or a
and 13% pa
ters or 79%
g was easie
Conversely
g was 2.97 (
nts who drov
hey visit San
rnight vs. D
City of
Soleil “Kooza”
Did Cirq
2030
On th
Lot ac
ived in Sant
cations, wh
parked at th
sed the 1550
visitors par
who usually
ca Place. Of
nly 4% of Pie
ors Parked
by M
d where the
parking att
rked in thei
% of regular
r (26%) or
y, 22% said
(4 = easiest
ve, 35% rep
nta Monica.

Day, Group
f Santa Monic
” Attendees a
que
Beach Lot
he Pier
cross Ocean
ta Monica (o
ich differed
he Civic Cen
0 PCH lot, th
rked on the
park there,
f note, 11%
er visitors r
that Day a
ain Purpos
ey did was b
tendant, wh
r usual lot w
Santa Moni
about the s
d parking wa
t to 1 = muc
ported that p
p Type and
ca
and Santa Mo
Usual-Pier
n Ave.
or to their v
by primary
ter structur
heir top thre
Pier that da
while 20%
% of Pier visi
eported tha
and Where
se
because the
ile 32% par
when in San
ca Pier visit
same (53%)
as somewha
ch more diff
parking in g
Demograp
onica Pier Vis
r Us
Other str
Santa Mo
Other SM
enue) by dr
y purpose. N
re, 22% use
ee locations
ay, compara
used anoth
tors reporte
t they usua
e They USU
y were dire
rked there fo
nta Monica.
tors who dro
) than when
at or much m
ficult).
general has
phics
itors
Pa
sual-Cirque
ructure/lot
onica Place
M Beach lot
riving.

Nearly 28%
ed the altern
s.
able to the
her unspecif
ed parking a
lly park the
UALLY Park
cted there b
or convenie
ove that day
they usuall
more difficu
no impact/n
age 11
of
nate
fied
at
ere.
k
by a
nce
y
ly
ult.
not a

5.F.b
Packet Pg. 219 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) LSC
1 Percent of visitors
It is valu
well as b
Over
▪ In to
Santa
resid
▪ By m
resid
Santa
▪ Of th
resid
▪ The n
hours
▪ Pier v
“Kooz
▪ The 5
▪ Most
a priv
Grou
Profile o
0 20
40 60
80 100
uable to con
by group typ
rnight vs. D
tal, 84% we
a Monica re
ents staying
main purpose
ents, 18% w
a Monica.
hose mainly
ents, 9% w
Exhibit
nearly 95%
s there that
visitors aver
za” attende
5% of non-l
overnight v
vate residen
up Type
f Cirque du S
Total
sider the re
pe, househo
Day-Only
ere day-only
sidents (cou
g overnight
e, 72% of m
were Santa
attending C
ere Santa M
t 5 – Day-O
who were d
t day.
raged 3.5 h
es, likely du
ocal overnig
visitors, 73%
nce of friend
City of
Soleil “Kooza”
Pi
Day SM
esults by day
old composit
y visitors (e
unted as day
in Santa Mo
mainly Pier v
Monica resi
Cirque du So
Monica resid
Only Vs. Ov
day-only vis
ours in the
ue to the 2.5
ght visitors
% stayed in
ds/family.
f Santa Monic
” Attendees a
ier Main P
Resid O
y-only or ov
tion and dem
xcluding Sa
y-only), and
onica.
visitors were
idents and 1
oleil, 89% w
ents, and o
vernight Vi
sitors in San
area compa
5 hour perfo
in Santa Mo
a Santa Mo
ca
and Santa Mo
Purp C
Overnight
vernight visi
mographics,
anta Monica
d nearly 5%
e day-only n
10% were v
were day-on
only 2% wer
sitation in
nta Monica s
ared to 4.7 h
ormance tim
onica spent
onica hotel o
onica Pier Vis
CdS Main P
itation in Sa
, as discusse
residents),
% were nonnon-Santa M
visitors stayi
ly non-Sant
re overnight
Santa Mon
spent an ave
hours on av
me.
an average
or motel and
itors
Pa
Purp
anta Monica,
ed below.
12% were
L. A. County
Monica
ing overnigh
ta Monica
t visitors.
nica
erage of 4.6
verage for
of 2.75 nig
d 23% staye
age 12
, as
y
ht in
6 hts.
ed in

5.F.b
Packet Pg. 220 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 13
▪ Overall, respondent groups were closely split between being a couple, 40% or in a family group, 37%. Another 18% were in a mixed group of friends or family. ▪ By main purpose, Pier visitors were relatively split, with 36% in a family group and 33% who were a couple and 24% in a mixed group.
▪ Somewhat more Cirque du Soleil than Pier attendees, 43% were in a couple, with a comparable 37% in a family group and fewer, 17% in a mixed group. ƒ Overall, respondent group size averaged 1.55 persons. The average was 1.72 for those mainly visiting the Pier and 1.52 for those mainly attending Cirque du Soleil.

Respondent Household Composition and Demographics
▪ Overall, respondent households were fairly evenly distributed, with 30% single adults, 29% married/partnered couples with children, 26% married/ partnered couples without children, and 12% in other types of households.
▪ Respondents averaged 43.1 years of age.
▪ By ethnicity/race, 63% of respondents identified as Caucasian, with 13% Hispanic/ Latino, 8% Asian-American and 3% African-American.
o By main purpose, Pier visitors were somewhat more diverse, with 60% who identified as Caucasian, 19% were Hispanic/Latino, 8% Asian-American and 4% African-American (13% were other or did not state).
o Of Cirque du Soleil attendees 65% identified as Caucasian, 11% as Hispanic/ Latino, 8% as Asian-American and 3% as African-American (13% were other or did not state).
▪ Overall, 53% of the respondents were female and 47% were male. ▪ The overall median income level for respondent households was a reported $101,000. o By main purpose, the Pier visitor household median was $66,700 and it was $109,900 for Cirque du Soleil attendees.

5.F.b
Packet Pg. 221 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 14
Cirque du Soleil “Kooza” Behaviors and Ratings
This section summarizes behaviors and ratings by “Kooza” attendees who responded to the on-line survey.

Experience with Cirque du Soleil Productions
▪ An 86% majority of on-line respondents had seen a live Cirque du Soleil production prior to “Kooza.” Only 4% did not know much about Cirque du Soleil.

Performance Time Attended
▪ 60% of Cirque du Soleil patrons attended a weekend performance and 38% attended on a weekday, while 53% attended in the afternoon and 45% attended at night. “Kooza” Ratings
▪ More than 85% of all attendees indicated that they highly liked “Kooza.” On the rating scale (1 = least liked to 10 = most liked), “Kooza” was rated at 8.93. ▪ Consistent with their high level of liking “Kooza,” 90% said they were very likely to recommend “Kooza” to other friends and family members.
▪ 89% of “Kooza” attendees indicated that they would be highly likely to attend another Cirque du Soleil production in their area.

5.F.b
Packet Pg. 222 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 15

CONCLUSIONS
Cirque du Soleil Attendee & Santa Monica Pier Visitor Comparative Profile and Impacts
A key outcome of this research was to profile Cirque du Soleil attendees and Santa Monica Pier visitors and in doing so, to determine if the venues’ audiences were complementary, additional or deterrent to the other. This is discussed below followed by a detailed summary table of the main profile factors based on and comparing respondents’ main purpose in Santa Monica, that is, attend Cirque du Soleil or visit the Santa Monica Pier.

Audience Attracted by Residence and Demographics: While there was some overlap, the Santa Monica Pier attracted a greater share of non-local visitors, whereas a high share of Cirque du Soleil attendees were Santa Monica and Los Angeles County residents. As such, a much higher percentage of Cirque du Soleil attendees, 83% had visited Santa Monica in the past year versus 55% of mainly Pier visitors. Thus, Cirque du Soleil likely had far less impact in attracting out-of-county visitors to Santa Monica than did the Pier. At the same time, not surprisingly, given Cirque du Soleil’s average $100 ticket price, its audience was of much higher income, older and less ethnically diverse than the Pier visitor. As well, in that 17% of Cirque du Soleil attendees had not visited Santa Monica in the past twelve months, it can be assumed that while relatively small, indeed an additional market of older, more upscale patrons was attracted to Santa Monica due to “Kooza.” Visitation and Activities on Santa Monica Pier: Of all those surveyed, 55% had visited the Santa Monica Pier in the past year, as had 56% of Cirque du Soleil attendees, suggesting that up to 44% of Cirque du Soleil attendees could be potential new Pier visitors.

Overall, 25% whose main purpose was attending Cirque du Soleil did visit the Santa Monica Pier the day they attended “Kooza.” About one-half were influenced to visit the Pier solely because they saw the Pier from the Cirque du Soleil area. Had the event been staged elsewhere in the city likely fewer would have visited the Pier and surrounds.

As would be expected, those mainly visiting the Pier engaged in many more activities on the Pier than those who mainly attended Cirque du Soleil, however far more of the Cirque du Soleil attendees ate at Pier restaurants than did mainly Pier visitors. On the other hand, the biggest difference in Pier activities was for Pacific Park where 32% of Pier goers visited versus only 3% of Cirque du Soleil attendees.

The Santa Monica Pier experience was rated highly by those mainly visiting the Pier and those mainly attending Cirque du Soleil. In fact, somewhat surprisingly, the Pier was rated highest by the highest income group.

5.F.b
Packet Pg. 223 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 16
Spending: Overall, 87% of all respondents regardless of their purpose spent money in Santa Monica the day they were there. Overall, 73% spent at Cirque du Soleil and spent an average of $33 per group, 71% of groups spent on the Santa Monica Pier and spent an average of $59 each, and 42% of all groups spent elsewhere in Santa Monica that day and spent an average of $56 each. This reflects the wide economic impact that both Pier visitors and Cirque du Soleil attendees had not only on their respective main venues but throughout the city, particularly by those for whom Cirque du Soleil was their main purpose.

Parking: As most respondents, 91% arrived in Santa Monica (or to their venue) by driving, conveniently located and available parking would be an important factor in their experience.

About three-quarters of the parking spaces at the 1550 PCH Beach lot were occupied by Cirque du Soleil thus were unavailable for parking from October through December, considered to be an off-peak visitor period. Pier lessees expressed concerns that many of their regular patrons would be deterred from visiting the Pier once patrons realized that parking was limited in this Pier adjacent lot and would be directed to parking farther away.

Only 4% of those for whom the Pier was their main purpose and visiting the Pier that day indicated that they usually park in the 1550 PCH lot. However, that day, 11% of those whose main purpose was the Pier parked at the 1550 Beach lot. Although this study could not account for people who decided not to come at all or left the area after either seeing congestion at the 1550 Beach lot or being redirected elsewhere to park, this tends to suggest that parking a the 1550 lot was not a particular problem.

5.F.b
Packet Pg. 224 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 17
Table 4 – Summary Profile Santa Monica Pier Visitors & Cirque du Soleil Attendees Total Main Purpose
Pier/PP Cirque
Residence area: City/area within Los Angeles County 59.9% 46.4% 64.3% Santa Monica 16.6% 6.3% 19.9%
Net L.A. County 76.5% 52.7% 84.2%
California outside L.A. County 14.2% 19.7% 12.9%
Another U.S State outside California 5.7% 16.0% 2.4%
Country outside the U.S. 3.6% 11.6% 0.4%
Seen Cirque du Soleil perform live (before “Kooza”) 86.2% 72.2% 86.3% Visited Santa Monica (past 12 months; non-SM resident) 75.6% 55.4% 82.7% Avg. Number of past visits to Santa Monica 11.01 3.59 13.72 Visited Santa Monica Pier in past 12 months (all respond) 55% 48% 56% Avg. Number of past visits to Santa Monica Pier 3.4 2.7 3.5 Main Purpose Today: See Cirque du Soleil 71.3% 0.0% 100.0% Visit the Santa Monica Pier 14.2% 88.2% 0.0%
Visit Pacific Park 1.9% 11.8% 0.0%
Other Purpose(s) Today: See Cirque du Soleil 20.2% 10.2% 14.7% Visit the Santa Monica Pier 29.3% 28.8% 24.7%
Visit Pacific Park 8.7% 32.3% 3.4%
Top Activities on SM Pier
Just stroll/sightsee 62.9% 51.5% 66.5%
Eat at a Pier restaurant/snack shop 28.8% 22.0% 35.4%
Play games at Pacific Park 24.1% 43.9% 13.1%
Ride rides at Pacific Park 21.0% 37.8% 12.3%
Browse or shop at Pier shops 20.3% 17.9% 20.2%
Play games at the Playland Arcade 16.4% 32.7% 8.5%
Eat at the Pacific Park food outlets 15.0% 24.6% 11.1%
% Spent money at Cirque du Soleil (per all groups) 72.6% 63.0% 71.8% Average Spent at Cirque du Soleil (per all groups) $32.53 $29.67 $32.48 % Spent money at Santa Monica Pier (per all groups) 70.5% 83.8% 62.5% Average Spent at Santa Monica Pier (per all groups) $58.57 $56.99 $61.20 % Spent money in Santa Monica area (excl. Cirque or
Pier/ group) 41.6% 17.6% 42.7%
Average Spent in Santa Monica (excl. Cirque or Pier
/group) $55.79 $36.64 $51.89
Avg. spent for parking (per car) $5.84 $4.73 $6.29
Mean rating: easy (4) – difficult (1) to find parking 2.97 3.02 2.95 # hours in Santa Monica that day (day visitors only) 4.59 3.51 4.66 % staying overnight in Santa Monica 4.5% 10.2% 2.4%
# days stayed overnight 2.75 3.43 2.22
Lodging: Hotel/motel/hostel 73.3% 84.1% 71.1%
Lodging: Private residence of friends/family (unpaid) 23.3% 13.6% 22.2% Travel party: couple 39.9% 32.9% 42.3%
Travel party: family group (2+ people) 36.8% 36.0% 36.9% % in party under age 18 28.2% 32.3% 27.5%
Single adult 29.7% 39.5% 25.8%
Household: Married/partnered couple with children 28.8% 29.8% 29.4% Household: Married/partnered couple without children 26.0% 18.0% 28.3% Median age of respondent 43.14 31.75 46.23
Caucasian 63.1% 59.6% 64.7%
Hispanic/Latino 12.7% 19.3% 11.1%
Asian/Asian American 8.2% 7.9% 8.0%
African/African American 3.0% 4.4% 2.6%
Median household annual income $100,985 $66,667 $109,891 Respondent %: Female 53.3% 50.4% 55.1%
Respondent %: Male 46.7% 49.6% 44.9%

5.F.b
Packet Pg. 225 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 18

DETAILED FINDINGS
Background
In recent years the City of Santa Monica has booked large scale special events to support local economic development and cultural arts goals. Holding events during off-peak periods near the Santa Monica Pier that target a regional audience was determined as effective to boosting Santa Monica Pier attendance, as well as to generate additional visitor spending.

To accommodate such special events, the City Council adopted a policy authorizing licensing a portion of the “1550 PCH” Beach parking lot for extended periods. The 1550 PCH lot is located just north of the famed Santa Monica Pier, adjacent to the Beach and to Pacific Coast Highway, and within walking distance of Palisades Park and downtown Santa Monica, and serves as the main parking lot for these and other venues.

Events held on the 1550 PCH Lot have included the now legendary Cirque du Soleil’s first North American run in 1987, a subsequent Cirque du Soleil shows, and the 2006 Ashes & Snow photography exhibition. Cirque du Soleil returned with “Kooza” that ran from October 16 – December 20, the subject of this report. This event required temporary structures to be erected on the 1550 PCH lot eliminating about three-quarters of the available spaces.

Visitors who drove to the 1550 PCH lot were directed to alternate parking in the nearby Civic Center structure or the 2030 Ocean Beach lot, both of which offered free shuttle service to the event, the beach and the Pier area. The City of Santa Monica posted detailed parking information on its web site through a link on the Cirque du Soleil website.

Cirque du Soleil’s return was generally supported in view of perceived economic and community benefits. However, some Pier lessees expressed concerns about Cirque du Soleil’s impacts due to the reduced parking at 1550 PCH despite the City’s parking mitigation strategies and the event’s timing during an “off-peak” period.

Study Purposes/Outcomes
Given this scenario, the City and others sought an objective assessment of these impacts.

The City contracted for an economic impact study and attendee profile of Cirque du Soleil’s “Kooza” production. The study also documents the event’s impacts on Santa Monica and provides Santa Monica Pier visitor and Cirque du Soleil attendee demographics, their Santa Monica experience and their spending.

5.F.b
Packet Pg. 226 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 19
Questions addressed by the study include:
ƒ What was the demographic profile of Cirque du Soleil attendees and Santa Monica Pier visitors? That is, who was the target audience of each venue and to what extent were their demographics and visitation complementary?
ƒ What were the economic impacts to Santa Monica by Santa Monica Pier visitor and Cirque du Soleil attendee spending during that specific visit; how did visitation and spending intersect between the Pier and Cirque du Soleil? ƒ Did this event attract a broader cross-section of patrons to Santa Monica than would visit otherwise, offering marketing opportunities for the City and for its venues? ƒ To what extent did Cirque du Soleil location on the PCH 1550 lot impact Pier/Pacific Park parking and attendance?
ƒ What if any larger planning related issues may need to be considered and/or addressed by the City resulting from the research findings? The main outcomes of the research provide:
ƒ overall economic and fiscal impact estimates for the Cirque du Soleil “Kooza” event ƒ a visitor profile for Santa Monica Pier and Cirque du Soleil, including motivations for visitation, venues visiting, activities, past visitation, residence, spending and demographics
ƒ the influence of Cirque du Soleil on Pacific Park visitation Project Team
The study was conducted by the joint team of Economics at AECOM and Lauren Schlau Consulting (LSC).

Economics at is a well known economic and planning research firm, formerly Economics Research Associates (ERA), owned by AECOM, an international engineering consulting firm.

The Westwood Los Angeles office of Economics at AECOM performed the economic impact analysis and estimated the associated economic impacts.

LSC, based in downtown Los Angeles, specializes in consulting and market research related to economic development, with extensive experience working with cities, visitor bureaus, attractions and special events. LSC was responsible for overseeing the market research process and performed the patron analysis of this study.

5.F.b
Packet Pg. 227 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 20
Study Approach Data and Sample Variance
The study consisted of the following overall tasks:
1) review and analysis of Cirque du Soleil and Santa Monica Pier performance and related data and studies to contextualize the situation;
2) on-site interviews among 302 Santa Monica Pier visitors in November and December, 2009;
3) an on-line survey of 1,265 Cirque du Soleil ticket-purchasers (solicited via e-mail from a list provided by Cirque du Soleil) in two waves in December, 2009.

The sample variance rates are as follows:
▪ the 302 respondents interviewed on-site at the Santa Monica Pier have a sample variance of ∀5.6% (at 50% response), at the 95% confidence level. ▪ the 1,265 Cirque du Soleil attendee respondents interviewed on-line have a sample variance of ∀2.8% (at 50% response), at the 95% confidence level. ▪ the combined 1,567 respondents interviewed on-site and on-line have a sample variance of ∀ 2.5% (at 50% response), at the 95% confidence level.

The interview response data were tabulated with detailed “cross-tab” segments, weighted for individuals (versus groups) then analyzed to develop the behavior and demographic profile. Spending data were used as the basis for the economic and fiscal impact estimates.

Interviews
Of the 302 attendee groups interviewed on-site at the Santa Monica Pier, 56% took place at the main entrance to Pacific Park and 44% were at the Carousel area. Interviewing was varied by time of day and day of the week as shown below.

Table a – On-Site Interviewing Periods
Afternoon vs. Evening Total Weekday vs. Weekend Total
Base: on-site 302 Base: on-site 302
Afternoon weekend (S-S noon-6pm) 51.0% Afternoon weekend (S-S noon-6pm) 51.0% Afternoon weekday (M-F noon-6pm) 28.5% Evening weekend (S-S 6pm-12am) 7.3% Total Afternoon 79.5% Total weekend 58.3%
Evening weekday (M-F 6pm-12am) 13.2% Afternoon weekday (M-F noon-6pm) 28.5% Evening weekend (S-S 6pm-12am) 7.3% Evening weekday (M-F 6pm-12am) 13.2% Total Evening 20.5% Total weekday 41.7%

5.F.b
Packet Pg. 228 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 21
Reading the Tables
Headings
The narrative results in the detailed findings section include numerical summary tables. The tables present a series of banner headings listed across the top, as follows:

Table b – Table Headings
Total
Main
Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100 100-199 200+ The headings represent the following subgroups of respondents.

Total: all qualified respondents for that specific question, referred to as Total or Overall.

Main Purpose
Pier: respondents in this column are those who visited the Santa Monica Pier as the main purpose (but not necessarily their sole purpose) for visiting Santa Monica that day (when interviewed).

CDS: respondents for whom attending Cirque du Soleil was the main purpose/venue for being in Santa Monica that day.

Residence
SM: respondents residing in Santa Monica
LA Co: respondents residing in a city/area of Los Angeles County (outside of Santa Monica)
CA: respondents residing in California (outside of Los Angeles County) US: respondents residing in other states of the U.S. (outside California) Int’l: respondents residing in another country (outside the United States) Age
18-34: respondents who identified their age as 18-34 years old 35-54: respondents who identified their age as 35-54 years old 55+: respondents who identified their age as 55 or more years old Income
<100: respondents reporting their annual household income as below $100,000 100-199: reported annual household income of $100,000 to $199,999 200+: reported annual household income of $200,000 or more

5.F.b
Packet Pg. 229 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 22
In addition some tables include a heading for Performance time, as follows:

Performance Time
W-day W-end Day-T Evng
W-day: those who attended Cirque du Soleil at a time during the week W-end: those who attended Cirque du Soleil at a time during a weekend Day-T: those who attended Cirque du Soleil for a daytime performance Evng: those who attended Cirque du Soleil for an evening performance Figures with Color Highlights
Percentages within the tables may be highlighted with either red (darker) or blue (lighter). ƒ A red (dark cell) percentage is statistically higher in comparison to the corresponding percentage for the Total.
ƒ A blue (lighter cell) percentage is statistically lower than the corresponding percentage for the Total.

In the example below, 55.4% of Main Purpose Pier said Yes they have visited before. That is statistically lower compared to the 75.6% of those who said Yes in the Total Column. The

82.7% of Main Purpose CDS who said Yes is statistically higher compared to the 75.6% of those who said Yes in the Total Column.

Table c - Cell Significance Comparison Example
Total
Main Purpose
Pier CDS
Base: Non-SM residents 1312 211 919
YES, visited before 75.6% 55.4% 82.7%
NO, first time past 12 mos. 24.4% 44.6% 17.3%
The narrative generally rounds percentages to the nearest whole number while the percentage shown in the tables is to the .10%.

Acknowledgement
The consultant team appreciates the support and cooperation of the City of Santa Monica, the Santa Monica Pier and Cirque du Soleil in facilitating the successful undertaking and completion of this study.

5.F.b
Packet Pg. 230 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 23

DETAILED FINDINGS
Residence Area
ƒ A 60% majority of all respondents were from a city or area within Los Angeles County (excluding Santa Monica), with another 17% from Santa Monica. Thus, nearly 77% in total were residents of L.A. County.
ƒ An additional 14% were from California (outside L.A. county), with nearly 6% from another U.S. state (non-California) and 4% from a foreign country. ƒ Among those whose main purpose was visiting the Pier, only 6% were Santa Monica residents, with 46% from other L.A. County areas. With 20% from California, 16% from Other U.S. areas and 12% from foreign countries, these were higher than the Total, reflecting the extent that the Pier drew residents from outside the region. ƒ For those whose main purpose was attending Cirque du Soleil, 64% were from L.A.

County and nearly 20% from Santa Monica, both higher than the Total, with fewer, 13% from California, 2% from Other US areas and .4% from international countries, reflecting the extent that Cirque du Soleil drew residents from within the region. ƒ By income level, a higher proportion of those with highest household income, 84% were from LA County.

Table 5 - Residence Area
Total
Main Purpose Income (000)
Pier CDS Other <100 100-199 200+
Base: Respondents 1567 228 1131 208 567 393 187
A city or area within Los Angeles County 59.9% 46.4% 64.3% 51.9% 61.7% 57.0% 59.2% Santa Monica 16.6% 6.3% 19.9% 11.3% 12.1% 16.2% 24.9%
Total LA County 76.5% 52.7%84.2%63.2%73.8% 73.2%84.1%
In California outside L.A. County 14.2% 19.7% 12.9% 14.6% 14.0% 18.2% 11.6% In another U.S State outside California 5.7% 16.0% 2.4% 11.0% 8.5% 4.4% 3.2% In a country outside the U.S. 3.6% 11.6% 0.4% 11.0% 3.6% 4.1% 1.1%

5.F.b
Packet Pg. 231 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 24
Main Purpose in Santa Monica
▪ Overall, 72% of respondents indicated they were in Santa Monica to see Cirque du Soleil and 14% were visiting the Santa Monica Pier as their main (primary) purpose.2 ▪ Of those interviewed on the Santa Monica Pier, 62% gave their main purpose as visiting the Pier, whereas 87% of the on-line sample (Cirque du Soleil ticket buyers) said seeing Cirque du Soleil was their main purpose in Santa Monica that day. ▪ This result may be expected due to the survey methodology and number of responses, in that the on-line version was returned by 1,265 Cirque du Soleil attendees, versus the 302 interviews completed on the Pier. At the same time, the results also show that respondents at both venues had other purposes for being in Santa Monica.

Table 6 – Top Main Purpose in Santa Monica - by Interview Type Total*
Interview Type
On-Site On-line
Base: 1567 302 1265
See Cirque du Soleil 72.2% 12.3% 86.5%
Visit the Santa Monica Pier 13.9% 62.6% 2.3%
Eat in a Santa Monica restaurant 3.7% 0.3% 4.5%
Go to 3rd Street Promenade 2.4% 4.0% 2.1%
Go to the Santa Monica Beach 2.1% 9.3% 0.4%
Just walk around/sightsee/hang out 1.2% 3.3% 0.7%
* The responses: visit friends or relatives/personal/family related, go to Main Street/Farmers Market, conduct business/attend a meeting or conference, attend a special event (not CdS), shop/ browse, bike/skate/stroll on the boardwalk or promenade, see a movie, go to a SM night club or bar, were each mentioned by fewer than 1% and not shown above.

Looking at main purpose by demographic factors provides additional insight, as follows. ▪ Cirque du Soleil as the main purpose revealed that the closer the resident area, the more likely attending “Kooza” was their main purpose in Santa Monica that day. Thus, 85% of Santa Monica residents were seeing “Kooza” as their main purpose, 77% of L.A.

County residents were mainly seeing “Kooza,” as were 65% of Californians, 30% of Other U.S. residents and 8% of international visitors.
▪ Visiting the Santa Monica Pier was also highly related to residence, but the reverse to Cirque du Soleil; the farther the resident area from Santa Monica, the more likely the Pier was their main purpose that day. Thus, only 6% of Santa Monica residents and 10%

2 These percentages must be viewed in the context that 80% of the total respondent base were online Cirque du Soleil ticket purchasers while 20% were those interviewed on-site at the Pier. It is more accurate to look at the percentages under the Interview Type column.

5.F.b
Packet Pg. 232 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 25
of L.A. County residents were mainly visiting the Pier, compared to 22% of Californians, 45% of Other U.S. and 48% of foreign residents.
▪ In terms of age, of those aged 18-34, 51% were seeing “Kooza” as their main purpose, 76% of those 35-54 were mainly attending it, as were 80% of those aged 55+. ▪ Santa Monica Pier visitation was also highly related to age, but again reverse of Cirque, with 29% of younger respondents mainly visiting the Pier, decreasing to 12% of middleage respondents then only 6% for those aged 55+. ▪ Similarly seeing Cirque du Soleil also differed highly by income. Of those with household income under $100,000, 54% stated “Kooza” as their main purpose, compared to 77% with $100,000-200,000 income, and rising to 87% of those with $200,000 income. ▪ Visiting the Santa Monica Pier as the main purpose also highly related to income, but again in reverse of Cirque. Those mainly visiting the Pier was highest for lower income respondents at 24%, 10% for those with middle income, and decreasing to only 1% among those earning $200+.

Table 7 – Top Main Purpose in Santa Monica – by Residence, Age and Income Total
Residence Age Income ($000)
SM LA Co CA US Int'l 18-34 35-54 55+ <100 100-
199 200+
Base: 1567 255 912 239 105 56 456 730 381 567 393 187
See Cirque du
Soleil

71.3% 85.4% 76.6% 64.7% 30.3% 8.4% 51.3% 75.9
%

79.9 %

54.4 %

76.9 %

87.0 %
Visit the Santa
Monica Pier

14.2% 6.1% 9.6% 22.4% 44.7% 48.4% 28.6% 11.6
%

6.3% 23.6
%

9.5% 1.1%
Eat in a Santa
Monica restaurant

3.2% 3.4% 3.4% 3.9% 0.7% 0.0% 1.5% 2.9% 5.7% 1.4% 4.3% 5.7% Go to 3rd Street
Promenade

2.5% 0.5% 2.8% 2.6% 7.2% 1.1% 5.5% 1.8% 1.5% 3.4% 2.5% 4.1% Go to the Santa
Monica Beach

2.1% 1.1% 1.3% 2.4% 6.6% 13.7% 4.1% 1.9% 0.6% 4.2% 1.4% 0.5% Go to Pacific Park 1.9% 0.0% 2.9% 0.0% 0.7% 4.2% 1.0% 2.9% 0.0% 5.2% 0.2% 0.0% Just walk around/
sightsee/hang out

1.5% 0.2% 0.8% 1.6% 1.3% 20.0% 2.4% 0.8% 2.6% 2.4% 2.6% 0.3% Note: responses: visit friends or relatives/personal/family related, go to Main Street/Farmers Market, conduct business/attend a meeting-conference, attend a special event (not CdS), shop/ browse, bike/ skate/stroll, see a movie, go to a SM night club or bar, were each mentioned by fewer than 1%.

Other Purposes/Activities in Santa Monica (in addition to main purpose/activity) Respondents also reported “other” purposes/activities while in Santa Monica that day. Not surprisingly these varied by main purpose rather than in total, discussed as follows. ƒ Of those whose main purpose was Cirque du Soleil, 35% also ate out in Santa Monica restaurants, 25% visited the Santa Monica Pier, 15% named Cirque du Soleil as another purpose, and 14% were walking around/sightseeing.

5.F.b
Packet Pg. 233 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 26
▪ In contrast, of those whose main purpose was visiting the Santa Monica Pier, 48% also walked around/went sightseeing, 32% went to Pacific Park and 29% visited the Santa Monica Pier as top other purposes of that day.

Table 8 – Top “Other” Purposes/Activities in Santa Monica –by Main Purpose “Other Purposes/activities”
Main Purpose
Pier CDS
Base: 228 1131
Eat in a Santa Monica restaurant 7.9% 35.4%
Visit the Santa Monica Pier 28.8% 24.7%
See Cirque du Soleil 10.2% 14.7%
Just walk around/sightsee/hang out 47.6% 14.1%
Go to 3rd Street Promenade 6.5% 10.4%
Shop/browse 10.2% 8.5%
Go to the Santa Monica Beach 5.8% 7.3%
Visit friends or relatives/personal or family related 4.9% 6.2% Go to Pacific Park 32.3% 3.4%
Bike/skate/stroll on the boardwalk or promenade 0.9% 5.0% Go to a Santa Monica night club or bar 2.1% 2.4%
Go to Montana Avenue 0.7% 4.3%
Go to Main Street/Farmers Market 0.2% 2.9%
Conduct business/attend meeting or conference 1.6% 1.5% See a movie 0.5% 0.9%
Attend a special event (not CS) 0.0% 0.9%
Attend an art museum 0.5% 0.9%
Other 1.4% 1.5%
No other venues/activities 3.2% 30.7%
Other Purpose in Santa Monica by Residence, Age and Income ▪ Major differences in “other purpose” also were evident by residence, age and income.

By residence, more Santa Monicans, 37% also ate in a lcoal restaurant, and 23% went to Cirque du Soleil, while 30% indicated “no other” purpose or activity. ▪ Of L.A. County residents 31% ate in a Santa Monica restaurant, 29% visited the Pier and 19% went to Cirque du Soleil, while 30% cited “no other” purpose or activity. ▪ More Californians, 34% visited the Pier, 29% ate in a Santa Monica restaurant, 27% were sightseeing/strolling, and 22% went to Cirque du Soleil.

5.F.b
Packet Pg. 234 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 27
▪ Other U.S and International visitors were mainly also either just visiting/sightseeing, or going to the Santa Monica Pier. Almost all of them had other purposes. ▪ More younger people and lower income visited the Pier and were just walking around in addition to their main activity, while more, 30% of older people went to Cirque du Soleil and 46% ate in Santa Monica restaurants, although 28% of the older group did no other activities.

Table 9 – Top “Other” Purposes in Santa Monica – by Residence, Age and Income Total
Residence Age Income ($000)
SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: 1567 255 912 239 105 56 456 730 381 567 393 187
Eat in a SM
restaurant 30.2% 36.5% 30.6% 28.7% 26.3% 6.3% 24.4% 31.6% 32.7% 24.2% 28.6% 45.7% Visit Santa Monica
Pier 29.3% 14.0% 29.3% 34.2% 48.0% 52.6% 37.1% 28.2% 24.0% 38.9% 30.5% 22.4% Just walk around/
sightsee/hang out 21.7% 12.2% 18.1% 27.1% 46.1% 66.3% 32.9% 18.2% 19.4% 28.4% 16.2% 17.8% See Cirque du
Soleil 20.2% 23.0% 19.3% 21.8% 22.4% 11.6% 20.4% 16.8% 29.8% 22.4% 18.8% 24.3% Shop/browse 12.0% 9.5% 11.0% 11.3% 17.8% 32.6% 14.7% 10.6% 12.8% 14.3% 11.6% 10.5% Go to 3rd Street
Promenade 11.4% 9.2% 11.3% 10.0% 17.1% 21.1% 14.7% 10.3% 11.3% 11.7% 12.4% 15.9% Go to Pacific Park 8.7% 4.5% 7.1% 17.4% 15.1% 8.4% 11.9% 9.8% 1.8% 13.6% 6.9% 3.8% Go to the Santa
Monica Beach 7.7% 7.2% 7.7% 7.4% 8.6% 9.5% 8.7% 8.1% 5.5% 7.9% 8.7% 8.1% Visit friends or
relatives/personal
or family related

7.2% 7.7% 6.4% 3.9% 19.7% 11.6% 8.9% 6.9% 6.3% 6.2% 7.8% 12.7% Bike/skate/stroll
on the boardwalk
or promenade

4.7% 5.0% 5.5% 3.7% 1.3% 0.0% 5.1% 5.1% 3.3% 4.0% 8.4% 2.7% Go to Montana
Avenue 3.6% 7.2% 3.4% 1.8% 1.3% 0.0% 1.9% 3.4% 5.9% 3.3% 2.9% 8.6% No other purpose/
activities 22.4% 30.0% 24.0% 20.0% 2.6% 0.0% 14.5% 24.6% 24.6% 15.0% 22.8% 28.4% Note: the responses: go to Main Street/Farmers Market, conduct business/attend a meeting or conference, attend a special event (not CS), see a movie, or go to a SM night club or bar, were each mentioned by fewer than 3%.

Santa Monica Visitation in Past Twelve Months
Visitation Incidence
▪ In the past twelve months 76% of respondents (excluding Santa Monica residents), had visited Santa Monica and 24% had not, as shown in the table below. ▪ For those whose main purpose was the Santa Monica Pier, 55% had visited Santa Monica in the past twelve months versus 83% whose main purpose was Cirque du Soleil.

This is likely because the Pier attracted more non-local visitors as discussed above.

5.F.b
Packet Pg. 235 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 28
▪ Not surprisingly, past Santa Monica visitation was higher by those residing closer to Santa Monica and diminished with distance. Thus, 87% of L. A. County residents had visited versus 60% of Californians, 31% of Other U.S. and 11% of International residents. ▪ Fewer youngest respondents, 66% had visited Santa Monica, versus 78% of 35-54 yearolds and 81% of those 55+. This pattern was similar for income, with visitation increasing with income.

Table 10 - Santa Monica Visitation Past Twelve Months
Total
Main Purpose Residence Age Income ($000)
Pier CDS LA Co CA US Int'l
18-
34 35-54 55+ <100
100-
199 200+
Base: NonSM resident
1312 211 919 912 239 105 56 406 589 317 498 322 140
YES, visited
before 75.6% 55.4% 82.7% 87.4% 60.3% 30.9% 10.5% 65.5% 77.8% 81.3% 69.7% 75.0% 88.5% NO, first time
past 12 mos. 24.4% 44.6% 17.3% 12.6% 39.7% 69.1% 89.5% 34.5% 22.2% 18.7% 30.3% 25.0% 11.5% Number of Visits to Santa Monica
▪ Overall, non-residents have visited Santa Monica on average 11 times in the past twelve months or about one visit per month (including this visit). ▪ Again, not surprisingly, Santa Monica visitation differed by residence. The most trips were made by those who reside closer to the area and diminished with distance.

Thus, Los Angeles County residents have visited about 15 times, versus 4 trips by Californians, 1.6 visits by Other U.S. residents, and 1.1 by International residents. ▪ Younger respondents visited somewhat less often, averaging 8 visits versus 12 by those aged 35-54 and 13 by those aged 55+. Similarly, visit frequency rose with income, again likely due to the relationship between age and income.

Table 11 – Number of Visits to Santa Monica in Past Twelve Months Total
Main Purpose Residence Age Income ($000)
Pier CDS LA Co CA US Int'l 18-34 35-54 55+ <100 100-199 200+ Base: nonSM resident 1312 211 919 912 239 105 56 406 589 317 498 322 140 1 time 24.4% 44.6% 17.3% 12.6% 39.7% 69.1% 89.5% 34.5% 22.2 %

18.7 %

30.3% 25.0% 11.5%
2-3 times 15.0% 23.5% 13.0% 12.5% 25.0% 19.7% 9.5% 14.6% 15.0 %

15.6 %

18.2% 13.9% 14.0%
4-5 times 13.5% 12.6% 14.4% 14.4% 16.6% 5.3% 0.0% 13.2% 13.7 %

13.4 %

13.2% 14.8% 13.3%
6-10 times 14.6% 7.7% 17.8% 18.2% 7.9% 2.6% 0.0% 11.5% 16.1 %

14.0 %

11.9% 18.1% 11.5%
11-20 times 9.8% 3.2% 12.1% 12.5% 4.5% 0.7% 1.1% 7.3% 9.7% 12.9 %

9.6% 7.3% 15.1%
21-40 times 12.1% 4.5% 12.7% 15.4% 4.7% 2.6% 0.0% 11.1% 11.9 %

13.6 %

9.7% 10.6% 15.1%

5.F.b
Packet Pg. 236 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 29
41+ times 10.6% 4.0% 12.7% 14.4% 1.6% 0.0% 0.0% 7.7% 11.4% 11.8% 7.1% 10.2% 19.4% Mean: 11.01 3.59 13.72 15.28 3.51 1.63 1.11 8.13 12.22 13.48 8.13 10.03 17.73 Santa Monica Pier Visitation in Past Twelve Months
Santa Monica Pier Visit Incidence
▪ Among all respondents (including Santa Monica residents), 55% had visited the Santa Monica Pier in the past twelve months and 44% had not, as shown in the table below. ▪ For those whose main purpose (that day) was to visit the Santa Monica Pier, 48% had visited the Pier in the past twelve months versus 56% whose main purpose was Cirque du Soleil. This is likely because the Pier attracted more non-local visitors who could visit less often than the more locally based Cirque du Soleil attendees. ▪ As expected, Santa Monica Pier visitation was higher by those who resided closer to the area and diminished with distance. Thus, 60% of Los Angeles County residents have visited versus 39% of Californians, 23% of Other U.S. residents, and 11% of International residents.
▪ Respondents under age 54 were somewhat more likely to have visited the Pier, about 56% versus 46% of those aged 55+. However, this pattern was not similar for income, as 62% of the highest income group of $200,000+ had visited the Pier versus about 55% of those with income of under $100,000. This may be the case due to higher Pier visitation by international residents who reported the second highest household income of any resident segment (detailed later).

Table 12 – Santa Monica Pier Visitation in Past 12 Months

Total
Main Purpose Residence Age Income ($000)
Pier CDS LA Co CA US Int'l 18-34 35-54 55+ <100 100-
199 200+
Base: 1567 228 1131 912 239 105 56 456 730 381 567 393 187 Yes 54.7% 47.6% 56.3% 60.4% 38.7% 23.0% 10.5% 55.5% 57.5% 45.8% 53.1% 57.1% 62.2% No (0 or 1st in
past 12 mos.)

45.3% 52.4% 43.7% 39.6% 61.3% 77.0% 89.5% 44.5% 42.5% 54.2% 46.9% 42.9% 37.8% Number of Visits to the Santa Monica Pier
▪ Overall, those who had visited the Santa Monica Pier in the past twelve months did so an average of 3.4 times or about one visit per quarter (including this visit). ▪ Again, Santa Monica Pier visitation was highest among those who resided closer to the area and diminished with distance. Thus, Santa Monica residents averaged 6.1 visits versus 3.6 visits by Los Angeles County residents, 1.9 by Californians, 1.2 by Other U.S. residents, and 1.1 visits by International residents.

5.F.b
Packet Pg. 237 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 30
▪ By age, middle-aged respondents 35-44 visited more often, averaging 3.6 visits versus

3.2 by those aged 55+ and 2.9 by those aged 18-34.
▪ Somewhat surprisingly, the number of Pier visits rose as income rose. This may be due to the impact of Santa Monica residents who frequent the Pier most and have the highest income of any segment by residence.

Table 13 – Number of Visits to the Santa Monica Pier in the Past 12 Months Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100 100- 199 200+
Base: 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 No visits (0) 26.3% 0.0% 34.1% 27.7% 27.9% 31.6% 8.6% 0.0% 12.6% 27.3% 38.3% 17.9% 26.5% 31.6% 1 time 28.3% 52.4% 21.5% 14.6% 21.9% 39.5% 69.7% 89.5% 39.4% 24.9% 26.1% 34.6% 28.0% 22.4% 2 times 10.6% 10.4% 10.7% 7.7% 12.8% 6.6% 8.6% 7.4% 11.9% 11.4% 7.0% 11.8% 7.5% 10.5% 3 times 10.7% 11.8% 10.7% 10.6% 11.5% 10.5% 9.2% 2.1% 11.4% 10.1% 11.6% 10.9% 10.4% 9.7% 4-5 times 10.0% 12.3% 9.5% 14.4% 10.8% 6.6% 3.3% 0.0% 10.4% 11.0% 6.5% 10.3% 11.0% 6.8% 6-10 times 7.5% 3.7% 8.0% 12.2% 8.7% 1.3% 0.7% 0.0% 6.6% 8.2% 6.1% 6.9% 10.3% 11.1% 10+ 6.6% 9.3% 5.4% 12.8% 6.4% 3.9% 0.0% 1.1% 7.7% 6.9% 4.4% 7.5% 6.3% 7.8% Mean (in. 0) 2.48 2.70 2.33 4.44 2.60 1.32 1.13 1.11 2.53 2.64 1.95 2.52 2.47 2.80 Mean (ex. 0) 3.36 2.70 3.53 6.14 3.60 1.92 1.24 1.11 2.89 3.63 3.16 3.07 3.37 4.09 Santa Monica Pier Visitor Activities (that day)
Again, 40% of the Total had visited the Santa Monica Pier (as their main or other purpose) that day. Their specific activities on the Pier and at Pacific Park are as follows. ▪ Overall, 79% of all Santa Monica Pier visitors did Pier activities (excluding strolling) and 60% did activities at the Pier’s Pacific Park. In total, 63% went strolling/sightseeing on the Pier, 29% ate at a Pier restaurant/snack bar, 24% played games at Pacific Park, 21% rode Pacific Park rides, and 20% shopped/browsed at Pier shops. ▪ Overall 90% of Pier main purpose visitors did Pier activities and 106%3 listed Pacific
Park activities, compared to 75% of Cirque du Soleil main purpose attendees who did Pier activities and 37% who did Pacific Park activities. ▪ As may be expected, Pier main purpose visitors generally did many activities on the Pier including 51% who went strolling/sightseeing, 44% who played games at Pacific Park, 38% rode Pacific Park rides, 33% played games at the Pier’s Playland Arcade, 25% ate at Pacific Park and 22% ate at a Pier restaurant/snack bar. ▪ Of Cirque du Soleil main purpose attendees who also visited the Pier, 66% went strolling/sightseeing, 35% ate at a Pier restaurant/snack bar, 20% browsed/shopped

3 This exceeds 100% due to multiple activities mentioned per respondent.

5.F.b
Packet Pg. 238 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 31
at a Pier store, 13% played games at Pacific Park, 12% rode Pacific Park rides, and 11% ate at Pacific Park, their top activities there.
▪ Lower income and mid-aged groups were more likely than others to play games, ride the rides, and eat at Pacific Park and to play games at the Pier Arcade.

Table 14 - Specific Activities on the Santa Monica Pier Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: Visited
Pier
700 228 349 71 352 134 87 56 279 296 125 314 166 49
Just stroll/sightsee 62.9% 51.5% 66.5% 57.3% 58.7% 62.9% 76.2% 81.1% 71.1% 57.8% 65.9% 57.6% 66.1% 73.9% Other 3.6% 3.0% 3.8% 9.2% 3.4% 3.1% 2.3% 1.1% 4.7% 3.2% 2.8% 3.1% 5.7% 0.9% Pier Only (excl Pac. Park, stroll/sightsee & other)
Eat at a Pier restaurant/snack bar 28.8% 22.0% 35.4% 32.8% 28.1% 31.9% 30.0% 18.9% 26.4% 27.0% 40.9% 24.7% 29.6% 44.1% Browse/shop at
Pier shops

20.3% 17.9% 20.2% 15.3% 18.4% 17.0% 37.7% 23.2% 18.5% 21.2% 20.5% 16.5% 21.8% 39.6% Play games at the
Playland Arcade

16.4% 32.7% 8.5% 15.3% 21.1% 12.2% 9.2% 6.3% 12.9% 21.8% 2.8% 25.6% 6.8% 16.2% Ride the Pier
Carousel

9.5% 14.8% 7.1% 6.9% 12.1% 10.0% 2.3% 4.2% 8.8% 11.6% 2.8% 12.2% 8.6% 7.2% Visit the Pier
Aquarium

2.6% 1.4% 2.1% 6.1% 0.8% 1.7% 10.0% 2.1% 0.6% 3.3% 4.5% 1.5% 2.1% 15.3% Hear music or
dance at Rusty's

1.1% 0.2% 2.1% 6.9% 0.3% 0.9% 0.0% 0.0% 0.6% 1.3% 1.1% 0.2% 0.7% 7.2% Subtotal Pier 79.2% 89.9% 75.4% 83.3% 81.8% 73.7% 89.2% 54.7% 68.6% 86.6% 72.6% 81.6% 69.6% 129.6 %
Pacific Park Only
Play Pacific Park
games

24.1% 43.9% 13.1% 12.2% 28.1% 26.2% 20.8% 13.7% 21.2% 31.6% 1.7% 31.6% 13.9% 27.0% Pacific Park rides 21.0% 37.8% 12.3% 14.5% 26.4% 17.5% 14.6% 11.6% 15.7% 28.3% 4.0% 28.0% 15.0% 21.6% Eat at Pacific Park
food outlets

15.0% 24.6% 11.1% 22.9% 14.0% 19.7% 13.1% 2.1% 6.1% 22.2% 5.7% 17.6% 12.1% 12.6% Subtotal Pacif.

Park

60.1%106.3% 36.5% 49.6% 68.5% 63.4% 48.5% 27.4% 43.0% 82.1% 11.4% 77.2% 41.0% 61.2% Note: columns add to more than 100% due to multiple responses.

Influence on Visiting the Santa Monica Pier among Cirque du Soleil Attendees Again, 25% of those whose main purpose was to attend Cirque du Soleil also visited the Santa Monica Pier that day. They indicated how they were influenced to visit the Pier as discussed below, presented first for the Cirque du Soleil on-line survey respondents followed by the Cirque du Soleil attendees interviewed on-site.

Influences of Visiting the Pier among On-Line Cirque du Soleil Attendees ▪ Nearly one half or 49% of all Cirque du Soleil attendees said that seeing the Santa Monica Pier from Cirque du Soleil made them want to visit the Pier. ▪ Nearly as many, 41% had separately decided to visit both venues that day. A few, 6% heard about the Pier from the “Kooza” website and wanted to visit.

5.F.b
Packet Pg. 239 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 32
▪ Those influenced to visit the Pier having seen it from the Cirque du Soleil site varied by residence. It was highest among the closer-in residents, 69% for Santa Monica residents, then dipping to 44% for L.A. County residents, but jumping to 54% for Californians, dropping to 27% for U.S. residents.

Table 15a - Influence on Visiting the Santa Monica Pier among Cirque du Soleil On-Line Respondents
Total
Main Purpose Residence Income ($000)
Pier CDS SM LA Co CA US <100 100-199 200+
Base: Visited SM Pier 398 30 312 55 223 90 30 158 107 40 Seeing the Pier from the CdS
site enticed us to visit the Pier

49.4% 38.9% 52.0% 68.6% 44.1% 53.8% 27.0% 46.7% 50.0% 40.7% We separately decided to visit
both sites that day

40.7% 41.7% 39.8% 19.0% 48.3% 40.9% 32.4% 42.1% 40.9% 40.7% I/we heard about the Pier from
advertising for Kooza and/or on
the CdS website and wanted to
visit also

6.4% 8.3% 4.9% 4.8% 4.5% 5.3% 32.4% 9.7% 5.5% 7.0%
I/we decided to get tickets for
KOOZA because I/we saw the
CdS tent from the Pier

3.5% 11.1% 3.3% 7.6% 3.0% 0.0% 8.1% 1.5% 3.7% 11.6%
Santa Monica Pier Visit Influence among Cirque du Soleil On-Site Respondents The Cirque du Soleil attendees who were interviewed on the Santa Monica Pier indicated if going to Cirque du Soleil influenced them to visit the Pier that day as discussed below. ▪ Just over one-half or 52% of Cirque du Soleil attendees interviewed on the Santa Monica Pier said they were already attending Cirque du Soleil and wanted to visit the Pier too.

For 21% attending Cirque du Soleil had no impact as they had already planned to visit both that day, and 15% saw the Pier from Cirque du Soleil and wanted to go there too.

Table 15b - Pier Visitation Influence among Cirque du Soleil On-Site Respondents Total*
Base: on-site: Cirque du Soleil attendee visited SM Pier 44 Yes – Were already at or attending Cirque du Soleil, wanted to go to the Pier also 52.4% Yes - I saw the Pier from Cirque du Soleil and wanted to go there too 14.6% Yes - I heard about the Pier from Cirque du Soleil marketing or web site 3.9% Net “Yes:” going to Cirque influenced visit to Pier 70.9% No impact - separately decided to visit both today 21.4% No impact - went to Cirque du Soleil because I saw the tent from the Pier 2.9% Net “No:” going to Cirque did not influence visit to Pier 24.3% DK/ No response 4.9%
* The small base of qualified respondents is insufficient to show segment data.

5.F.b
Packet Pg. 240 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 33
When Santa Monica Pier Visitors Decided to Visit the Pier ▪ Of the Total who visited the Santa Monica Pier that day, 52% had decided before they arrived in Santa Monica, while 21% decided from the Cirque du Soleil area and another 21% decided upon arriving in Santa Monica.
▪ Clearly, these responses vary by main purpose, as 83% of those mainly visiting the Pier decided earlier to visit the Pier, whereas 43% of those mainly attending Cirque du Soleil decided before arriving, and another 38% decided at the Cirque du Soleil site. ▪ The percentage who decided to visit before arrival increased with distance away from Santa Monica, decreased with age, and somewhat with income, while the percentage that decided from the Cirque du Soleil site greatly increased with age and income, reflecting the older and high income skew of Cirque du Soleil attendees.

Table 16 - When Decided to Visit the Santa Monica Pier
Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US 18-34 35-54 55+ <100
100-
199 200+
Base: Visited
SM Pier
700 228 349 71 352 134 87 279 296 125 314 166 49
Earlier or
before arriving
in Santa
Monica

58.2% 82.8% 42.7% 32.1% 59.0% 58.5% 65.4% 60.1% 59.3% 50.0% 65.3% 47.5 %

51.4%
Today, from
the Cirque du
Soleil area

21.3% 3.0% 38.0% 40.5% 23.1% 17.9% 13.8% 14.3% 21.8% 33.5% 14.5% 24.6 %

38.7%
On arriving in
Santa Monica

20.6% 14.2% 19.3% 27.5% 18.0% 23.6% 20.8% 25.6% 19.0% 16.5% 20.2% 27.9% 9.9% Rating of Experience on the Santa Monica Pier
▪ Of all respondents who visited the Santa Monica Pier, 77% found the experience very or extremely enjoyable, while only 5% found it not enjoyable. The overall mean rating was 4.03 (out of 5).
▪ International and California residents were slightly less positive rating the Pier at

3.94 and 3.87 respectively, compared to 4.25 by Santa Monica and 4.32 U.S. residents.
▪ The ratings varied little by age group but did slightly by income, with the middleincome group slightly less favorable, rating it 3.87, while perhaps surprisingly, the upper income group rated their enjoyment second highest of any segment at

4.29. 5.F.b
Packet Pg. 241 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 34
Table 17a - Rating of Experience on the Santa Monica Pier

Total
Residence Age Income ($000)
SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: Visited
P&PP
700 71 352 134 87 56 279 296 125 314 166 49
Extremely
enjoyable 31.5% 45.8% 26.1% 30.1% 48.5% 28.4% 31.1% 31.9% 31.3% 31.1% 23.9% 48.6% Very enjoyable 45.1% 34.4% 52.8% 38.9% 33.8% 40.0% 42.4% 46.2% 46.6% 46.4 % 44.3% 32.4%
Extremely/very 76.7% 80.2% 78.9% 69.0% 82.3% 68.4% 73.6% 78.1% 77.8% 77.5% 68.2% 81.1% Somewhat
enjoyable 18.0% 19.1% 16.7% 19.2% 15.4% 26.3% 22.6% 14.8% 21.0% 19.8%

20.4 % 18.0%
Somewhat
unenjoyable 4.4% 0.8% 3.2% 11.8% 0.8% 4.2% 3.3% 5.9% 0.6% 2.4% 11.1% 0.9% Very unenjoyable 0.7% 0.0% 1.3% 0.0% 0.0% 0.0% 0.0% 1.0% 0.6% 0.4% 0.0% 0.0% Haven't been
there yet 0.2% 0.0% 0.0% 0.0% 1.5% 1.1% 0.6% 0.1% 0.0% 0.0% 0.4% 0.0% Mean rating 4.03 4.25 3.99 3.87 4.32 3.94 4.02 4.02 4.07 4.05 3.81 4.29 Rating scale: 5 = Extremely Enjoyable to 1 = Very Unenjoyable.) Why the Santa Monica Pier Experience was Not Enjoyable
▪ For the few (5%) who had an unenjoyable experience on the Pier, 37% cited the main reason related to difficulty parking.
▪ A few others were dissatisfied with the type of people there or generally dislike the Pier for various reasons as shown below.

Table 17b - Why the Santa Monica Pier Experience was Not Enjoyable Total*
Base: P&PP: Not enjoyable 26
Hard to park /not enough parking 37.5%
Not my kind of people 23.4%
Too many homeless people in area 18.8%
Not appeal/don't like 17.2%
Pier doesn't have what I want 14.1%
Too crowded 9.4%
Parking is too expensive 4.7%
Poor/bad service at Pier businesses 1.6%
Don't feel safe on the Pier 1.6%
Other 59.4%
* The small-qualified respondent base is insufficient to shown segment data.

5.F.b
Packet Pg. 242 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 35
Percentages should be use the with caution due to the small base.

Why Didn’t Visit the Santa Monica Pier while in Santa Monica (that day) ▪ About 55% of all respondents did not visit the Santa Monica Pier when in Santa Monica. The main reason for 54% of the Total was “not enough time,” while fewer, 13% said the Pier was “of no interest,” 4% said it was “too crowded,” and just 3% indicated it was a “hassle to get there.” As well, 9% said they “plan to visit the Pier another time.”
▪ For those with Cirque du Soleil as their main purpose but did not visit the Pier then gave similar reasons as the Total discussed above.
▪ Of all the segments, more those over age 55 cited “too hard to park/hassle to get there,” but by only 5%.

Table 18 - Why Didn’t Visit the Santa Monica Pier While In Santa Monica Total
Main
Purpose Residence* Age Income ($000)
CDS SM LA Co CA US 18-34 35-54 55+ <100 100-199 200+
Base: Net: No
visit to P&PP
867 782 184 560 105 18 177 434 256 253 227 138
Not enough time
to go to the Pier

53.6% 53.4% 39.3% 56.8% 62.9% 50.0% 54.5% 54.1% 51.8% 55.6% 57.9% 48.6% Pier doesn't
interest me

13.3% 12.7% 15.7% 12.7% 9.3% 31.8% 14.3% 13.5% 12.1% 13.4% 13.4% 10.8% Plan to go
another time

8.8% 9.1% 8.6% 9.6% 4.6% 4.5% 10.7% 9.7% 5.5% 8.8% 9.7% 8.1% Too crowded 3.6% 3.9% 2.6% 4.1% 2.6% 0.0% 4.0% 4.4% 1.4% 5.2% 1.1% 8.1% Too hard to park
/hassle to get
there

2.7% 2.8% 1.6% 3.1% 2.6% 0.0% 0.9% 2.1% 5.2% 2.2% 1.9% 3.5% Was with others
who didn't want
to go there that
day

2.2% 2.4% 2.2% 1.7% 6.0% 0.0% 0.4% 2.2% 3.3% 1.1% 2.7% 2.7% Don't like it/
heard bad
things about it

0.8% 0.9% 1.3% 0.8% 0.0% 0.0% 0.9% 1.2% 0.0% 0.3% 0.5% 2.3% Don't know
enough about
the Pier

0.3% 0.3% 1.3% 0.0% 0.0% 0.0% 0.0% 0.5% 0.0% 0.0% 0.0% 0.0% Other 14.8% 14.5% 27.5% 11.2% 11.9% 13.6% 14.3% 12.4% 20.8% 13.4% 12.9% 15.8% * no international residents indicated not going to the Pier.

Why not Seeing Cirque du Soleil While in Santa Monica
▪ Cirque du Soleil was not their main or other purpose in Santa Monica for 19% of all respondents.
▪ The main reason cited by 29% for not seeing Cirque du Soleil was they “didn’t know about it,” and 27% said it “didn’t interest” them.

5.F.b
Packet Pg. 243 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 36
▪ Another 23% plan to see it another time, especially Santa Monicans, by 54% as well as 30% of L.A. County residents.
▪ For those visiting the Pier as their main purpose, but not seeing Cirque du Soleil while in Santa Monica, their reasons for not seeing Cirque du Soleil were similar to the Total discussed above.
▪ Of all the segments, more of those aged 18-34, 37% said they did not know about Cirque du Soleil.

Table 19 - Why not Seeing Cirque du Soleil While In Santa Monica Total
Main
Purp.

Pier
Residence Age Income ($000)
SM LA Co CA US 18-34
35-
54 55+ <100
100-
199 200+
Base: onsite/not
seeing CdS
258 192 14 107 38 51 159 77 22 138 47 3
Don't know
about it 28.6% 23.9% 0.0% 20.7% 23.6% 41.7% 37.1% 20.9% 26.1% 26.6% 32.6% 75.0% Doesn't
interest me 26.8% 27.0% 4.2% 28.2% 32.6% 21.4% 25.4% 23.5% 50.0% 28.5% 12.8% 25.0% Plan to see it
another time 19.8% 23.1% 54.2% 29.5% 7.9% 9.5% 15.6% 25.2% 13.0% 21.5% 19.8% 0.0% Too expensive 11.7% 12.5% 25.0% 13.2% 14.6% 8.3% 9.8% 15.0% 4.3% 16.5% 1.2% 0.0% Saw it already 6.3% 8.3% 12.5% 4.4% 9.0% 7.1% 6.3% 7.3% 2.2% 4.7% 11.6% 0.0% With others
who don't
want to/can't
see it

3.8% 3.9% 0.0% 2.6% 5.6% 7.1% 3.1% 5.1% 0.0% 1.6% 12.8% 0.0% Heard bad
things about it 0.2% 0.3% 4.2% 0.0% 0.0% 0.0% 0.0% 0.0% 2.2% 0.0% 0.0% 0.0% Too hard to
park/hassle to
get there

0.2% 0.0% 0.0% 0.4% 0.0% 0.0% 0.4% 0.0% 0.0% 0.3% 0.0% 0.0% Other 2.6% 1.0% 0.0% 0.9% 6.7% 4.8% 2.2% 3.0% 2.2% 0.3% 9.3% 0.0%

5.F.b
Packet Pg. 244 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 37
Spending
All on-site and on-line survey respondents reported their spending in Santa Monica the day they were there. Spending was reported by group in-tent at Cirque du Soleil (excluding tickets), on the Santa Monica Pier, and/or in Santa Monica outside of Cirque or the Pier.

The spending data were then aggregated (combined) and are reported on a per-group and per-person basis, as discussed and shown in this section.

Percentage of Groups Spending In-Tent at Cirque du Soleil “Kooza” ▪ Overall, 73% of groups attending Cirque du Soleil spent money in-tent at “Kooza.” ▪ Of note, 63% of Pier main purpose visitors also spent at Cirque. ▪ Spending varied little by residence, with at least 72% spending at Cirque du Soleil except for only 47% of International visitor groups.
▪ More, or 78% of the 35-54 age group spent at “Kooza,” versus 68% for those under 34 and 65% of those aged 55+.
▪ Somewhat surprisingly, more groups in the mid-income level, 81% spent, versus 76% of the higher income segment and 68% of the lower income group.

Table 20a – Percentage of Groups that Spent at Cirque du Soleil Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l* 18-34 35-54 55+ <100
100-
199 200+
Base:

CDS
1309 36 1131 241 805 201 54 8 297 653 359 429 346 184
Yes 72.6% 63.0% 71.8% 71.9% 71.8% 78.7% 73.5% 46.7% 66.7% 77.3% 64.6% 67.6% 80.6% 75.4% No 27.4% 37.0% 28.2% 28.1% 28.2% 21.3% 26.5% 53.3% 33.3% 22.7% 35.4% 32.4% 19.4% 24.6% * the percentages in this column vary widely due to the small respondent base.

Penetration per Spending Category In-Tent at Cirque du Soleil ▪ In-Tent at “Kooza,” 58% of groups purchased beverages, nearly 50% bought food and 41% spent on gifts/souvenirs.
▪ This varied somewhat by residence, with 62% of both Santa Monicans and Californians purchasing beverages In-Tent, versus 57% of L.A. County, 50% of Other U.S. and 47% of International residents. About 50% of Santa Monica, L.A. County and California residents bought food.
▪ By age, a higher percentage, or 64% of groups in the middle 35-54 age segment spent on beverages, 57% of them bought food and 45% purchased gifts, the most by age. ▪ By income, 69% of the middle $100,000-200,000 income segment bought beverages, 59% bought food and 49% spent on gifts, the highest of the three income segments.

5.F.b
Packet Pg. 245 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 38
Table 20b - Penetration per Spending Category In-Tent at Cirque du Soleil “Kooza” Spending
Penetration
by category
at “Kooza” Total
Main
Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l* 18-34 35-54 55+ <100
100-
199 200+
Base: CDS 1309 36 1131 241 805 201 54 8 297 653 359 429 346 184 Beverages at
Cirque 58.4%54.3%58.0%62.4% 56.9% 62.2% 50.0% 46.7% 51.5% 64.2% 48.1% 51.1% 68.8% 64.2% Food at Cirque 49.6%39.1%49.8%50.5% 49.8% 51.5% 33.8% 46.7% 42.7% 56.9% 35.6% 41.9% 59.3% 54.9% Gifts/souvenirs
at Cirque 41.2%26.1%41.0%36.2% 43.8% 35.4% 42.6% 46.7% 35.0% 44.8% 36.2% 35.6% 49.4% 40.4% * the percentages in this column vary widely due to the small respondent base.

Spending by Category at Cirque du Soleil
▪ At Cirque du Soleil, each group that purchased spent an overall average of $47. Item purchases ranged from $44 for gifts/souvenirs, to $18 for food and $14 for beverages. ▪ There were slight differences in overall spending by residence, age or income, as shown in the next table.

Table 20c – Spending by Category at Cirque du Soleil – Buyers/per-Group Mean spent at
“Kooza” by
buyers Total
Main
Purpose Residence Age Income (*$1,000)
Pier* CDS SM
LA
Co CA US* Int'l* 18-34 35-54 55+ <100
100-
199 200+
Minimum Base:

Spent at CDS
485 9 419 76 312 71 20 4 100 263 122 154 136 70
Overall ($) 46.80 48.55 47.10 45.90 47.25 43.50 53.82 82.75 45.61 48.28 44.17 45.45 49.10 55.72 Gifts/souvenirs 43.78 54.89 44.87 46.05 43.11 43.00 53.86 42.50 47.06 43.59 43.43 43.31 44.20 54.59 Food 18.47 18.54 18.38 19.62 18.10 19.02 18.55 27.00 16.91 19.63 17.63 18.22 21.30 20.16 Beverages 14.05 14.11 13.91 16.05 13.89 14.00 14.83 13.25 13.70 14.28 13.82 13.22 14.64 16.67 * the amounts in this column vary widely due to the small respondent base.

Spending by Category In-Tent at Cirque du Soleil (all attendees) ▪ In-Tent at “Kooza”, all groups, whether or not they spent, averaged overall spending of nearly $33. Item purchases ranged from $16 for gifts/souvenirs and $8 for food to $almost $8 for beverages per-group.
▪ There were slight difference in overall spending by buyer residence, age or income, as shown in the next table.

5.F.b
Packet Pg. 246 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 39
Table 20d – Spending by Category In-Tent at Cirque du Soleil (all attendees) Mean
spending at
“Kooza” –
all groups Total
Main
Purpose Residence Age
Income
(*$1,000)
Pier CDS SM LA Co CA US Int'l*
18-
34 35-
54 55+ <100
100-
199 200+
Base: attended CDS 1309 36 1131 241 805 201 54 8 297 653 359 429 346 184 Overall($) 32.53 29.67 32.48 32.76 32.22 31.60 38.87 41.38 30.26 36.15 27.56 30.30 36.76 41.49 Gifts/souvenirs 16.22 13.72 16.62 14.52 16.71 15.19 21.94 21.25 15.85 17.56 14.76 15.55 17.37 20.77 Food 8.03 6.69 8.06 9.12 7.85 7.95 6.87 13.50 6.83 9.83 5.99 7.48 10.40 9.86 Beverages 7.66 7.44 7.49 9.59 7.44 7.39 7.96 6.63 7.10 8.60 6.43 6.62 9.06 10.14 * the amounts in this column vary widely due to the small respondent base.

Number of Cirque du Soleil Tickets Purchased
▪ In addition to In-Tent spending, each Cirque du Soleil attendee group purchased

2.89 tickets on average.
▪ The number of tickets purchased decreased as residence distance away from Santa Monica increased.
▪ Attendees aged 35+ purchased slightly more or close to 3 tickets per group, versus

2.6 for those aged under 35.
▪ Tickets purchased rose with household income, from 2.6 per lower income group, up to nearly 3.4 per each higher income group.

Table 20e –Number of Cirque du Soleil Tickets Purchased (per Group) Total
Residence Age Income ($000)
SM LA Co CA US Int'l* 18-34 35-54 55+ <100
100-
199 200+
Base: CDS 1309 241 805 201 54 8 297 653 359 429 346 184 1 ticket 2.9% 0.8% 2.7% 1.5% 18.5% 12.5% 3.4% 2.1% 3.9% 4.9% 2.3% 0.0% 2 tickets 52.8% 51.0% 51.4% 58.2% 59.3% 62.5% 65.3% 46.9% 53.2% 58.7% 52.0% 41.3% 3 13.4% 14.5% 12.8% 15.4% 9.3% 12.5% 8.8% 16.8% 10.9% 15.2% 13.6% 14.1% 4 17.1% 16.6% 18.6% 13.9% 9.3% 12.5% 12.5% 19.8% 16.2% 12.6% 18.2% 22.3% 5 6.1% 7.9% 6.1% 5.5% 1.9% 0.0% 4.4% 6.7% 6.4% 4.7% 5.2% 9.8% 6+ 7.7% 9.1% 8.3% 5.5% 1.9% 0.0% 5.7% 7.7% 9.5% 4.0% 8.7% 12.5% Mean: 2.89 2.99 2.93 2.76 2.17 2.25 2.64 3.00 2.91 2.58 2.92 3.38 * the percentages in this column vary widely due to the small respondent base.

5.F.b
Packet Pg. 247 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 40
Amount Spent on Cirque du Soleil Tickets Per-Group
▪ Overall, each group spent an average of $282 for their Cirque du Soleil tickets. ▪ Ticket spending decreased as residence distance away from Santa Monica increased, from almost $300 for Santa Monica resident groups and $210 for Other U.S., to $165 for International residents.
▪ Older groups spent more on tickets, averaging close to $300 versus $245 by youngest attendees.
▪ Ticket spending rose sharply with household income, from an average of $235 by the lower segment up to $410 per each highest income group.

Table 20f – Amount Spent on Cirque du Soleil Tickets Per-Group Total
Residence Age Income ($000)
SM LA Co CA US Int'l* 18-34 35-54 55+ <100
100-
199 200+
Base: CDS 1309 241 805 201 54 8 297 653 359 429 346 184 <$100 6.6% 5.0% 6.5% 5.5% 14.8% 37.5% 8.1% 5.5% 7.2% 8.6% 5.2% 1.6% $101-$200 34.1% 34.0% 33.3% 35.3% 42.6% 37.5% 42.1% 31.9% 31.8% 42.9% 34.1% 21.7% $201-$300 27.5% 26.6% 27.3% 28.4% 31.5% 25.0% 26.3% 28.3% 27.0% 27.7% 29.2% 25.0% $301-$400 12.5% 13.3% 13.8% 10.0% 1.9% 0.0% 10.1% 14.2% 11.4% 10.0% 13.0% 16.3% $401-$500 7.5% 10.4% 6.3% 9.5% 5.6% 0.0% 4.4% 8.9% 7.5% 4.9% 7.5% 12.0% $501-$750 6.4% 4.1% 7.3% 7.0% 1.9% 0.0% 5.7% 6.0% 7.8% 3.5% 6.6% 9.8% >$750 5.3% 6.6% 5.5% 4.5% 1.9% 0.0% 3.4% 5.2% 7.2% 2.3% 4.3% 13.6% Mean: ($) 281.75 297.17 288.87 281.12 210.24 165.00 245.49 292.04 298.10 235.51 282.57 409.66 * the percentages in this column vary widely due to the small respondent base.

Amount Spent on Cirque du Soleil Tickets Per-Person
▪ Applying the number of Cirque du Soleil tickets purchased to the total spent on tickets, resulted in the mean ticket spending per-person. This amount varied less than on a pergroup basis. ▪ The overall per-person ticket spending was nearly $97. ▪ This varied little by residency except by International who spent less, $73 per ticket ▪ Ticket amount varied only slightly by age but more so by income, from $90 by the lowest income group to $116 by the highest group, thus increasing with income, even after factoring out the number of tickets purchased.

5.F.b
Packet Pg. 248 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 41
Table 20g – Amount Spent on Cirque du Soleil Tickets Per-Person Total
Residence Age Income ($000)
SM LA Co CA US Int'l* 18-34 35-54 55+ <100
100-
199 200+
Base: CDS 1309 241 805 201 54 8 297 653 359 429 346 184 $50 or less 7.7% 6.6% 8.0% 7.5% 7.4% 25.0% 8.4% 8.1% 6.4% 8.6% 7.5% 4.3% $51-$75 24.0% 24.5% 24.6% 21.4% 22.2% 25.0% 27.3% 22.2% 24.5% 29.4% 23.1% 11.4% $76-$100 33.9% 37.3% 32.7% 33.8% 35.2% 50.0% 31.6% 36.8% 30.6% 33.3% 35.8% 36.4% $101-$125 18.6% 14.9% 20.1% 17.9% 18.5% 0.0% 18.5% 17.9% 20.1% 16.8% 22.0% 22.3% $126-$150 8.6% 9.5% 8.2% 9.0% 9.3% 0.0% 7.7% 8.1% 10.0% 7.7% 6.6% 9.2% $151+ 7.2% 7.1% 6.5% 10.4% 7.4% 0.0% 6.4% 6.9% 8.4% 4.2% 4.9% 16.3% Mean: ($) 96.59 96.49 95.88 100.71 96.85 73.75 93.28 97.04 98.65 90.43 94.40 115.75 * the percentages in this column vary widely due to the small respondent base.

Spending at the Santa Monica Pier/Pacific Park
Spending at the Santa Monica Pier and at Pacific Park (on the Pier), is discussed and shown in the next section. The base is all respondents who visited the Santa Monica Pier and/or Pacific Park regardless of main purpose.
▪ Overall, 71% of those who visited the Santa Monica Pier spent money there. ▪ As may be expected, spending varied by purpose, as 84% of those visiting the Pier as their main purpose spent there compared to 63% mainly attending Cirque du Soleil. ▪ By residence area, the percent that spent on the Pier varied slightly but generally rose with distance away from the area, from 62% of Santa Monicans to 80% of U.S. and 78% of International residents.
▪ The percent that spent on the Pier increased with age, from 68% among the youngest up to 74% of the oldest age group.
▪ Somewhat surprisingly, the percent that spent on the Pier was consistent by income.

Table 21a – Percent of Groups Spending on the Santa Monica Pier/Pacific Park Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base:

SM Pier
700 228 349 71 352 134 87 56 279 296 125 314 166 49
Yes 70.5% 83.8% 62.5% 61.8% 70.0% 68.6% 80.0% 77.9% 68.3% 70.8% 73.9% 72.9% 70.4% 73.0% No 29.5% 16.2% 37.5% 38.2% 30.0% 31.4% 20.0% 22.1% 31.7% 29.2% 26.1% 27.1% 29.6% 27.0%

5.F.b
Packet Pg. 249 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 42
Penetration by Spending Category at the Santa Monica Pier/Pacific Park ▪ Of those who attended and spent at Cirque du Soleil, nearly 40% purchased food/meals at Pacific Park and 39% purchased beverages at Pacific Park, while 33% bought food/ meals at other Pier outlets (not Pacific Park), 24% spent on rides and arcade games at Pacific Park and 15% spent on beverages at other Pier outlets. ▪ Not surprisingly, this varied by main purpose, with those whose main purpose was the Pier generally had a higher percentage (penetration) of spending per category than the Cirque du Soleil main purpose respondents, as shown in the table below. ▪ By residence, generally higher percentages of Other U.S. and International residents spent on more items than other resident groups or the total who visited the Pier. ▪ Also, a higher percentage of both the lowest and the highest income groups spent on food and beverages on the Pier and at Pacific Park compared to the Total.

Table 21b – Penetration by Spending Category at Santa Monica Pier/Pacific Park Penetration
by SM Pier
visitors Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: SM Pier 700 228 349 71 352 134 87 56 279 296 125 314 166 49 Food/meals at
Pacific Park

39.5% 47.1% 36.1% 41.2% 41.0% 37.1% 36.2% 37.9% 30.9% 42.4% 46.6% 45.1% 38.6% 42.3% Beverages at
Pacific Park

38.6% 57.8% 26.6% 38.9% 40.5% 27.5% 38.5% 51.6% 40.5% 40.7% 26.1% 47.8% 28.6% 50.5% Food/meals not at
Pacific Park

32.9% 51.5% 20.4% 26.0% 35.1% 26.6% 30.0% 47.4% 30.0% 38.4% 18.2% 40.4% 26.1% 31.5% Rides & arcade
games at Pacific
Park

24.1% 20.4% 24.0% 22.1% 20.3% 24.5% 40.8% 27.4% 20.4% 23.1% 35.2% 19.6% 23.9% 40.5% Beverages not at
Pacific Park

15.0% 14.8% 10.5% 9.9% 8.4% 17.5% 34.6% 32.6% 17.6% 12.7% 18.2% 14.2% 13.2% 21.6% Gifts/souvenirs
not at Pacific Park

10.5% 12.5% 5.2% 3.8% 4.6% 11.8% 32.3% 25.3% 11.6% 9.6% 11.4% 8.7% 14.3% 11.7% Gifts/souvenirs at
Pacific Park

10.4% 9.0% 9.8% 9.9% 7.6% 6.6% 24.6% 18.9% 8.0% 10.7% 14.2% 7.6% 12.5% 21.6% Other spending
on the Pier

10.4% 11.1% 9.2% 11.5% 8.6% 18.3% 4.6% 9.5% 9.9% 10.4% 11.4% 8.9% 10.0% 12.6% Admission tickets 6.4% 3.9% 9.2% 13.7% 6.8% 3.9% 4.6% 2.1% 5.0% 7.0% 7.4% 4.0% 10.4% 13.5% Per-Group Spending at the Santa Monica Pier/Pacific Park by Buyers by Category ▪ The 71% who actually made a purchase on the Santa Monica Pier spent an overall average of $88 per-group. The top spending was for: admissions, 4 at $175 on average,
$56 for food on the Pier (not at Pacific Park), and $44 gifts/souvenirs on the Pier.

4 Note: while the total spending amount was high, only 6% reported spending for admissions on the Pier. Only the Aquarium (at $5.00 per adult and child over 12) and the NY Trapeze School ($50+ per person) charge an admission fee. Pacific Park does not charge for admission but charges for rides,

5.F.b
Packet Pg. 250 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 43
▪ At Pacific Park specifically, visitors spent and average of $37 on food, $35 for souvenirs/ gifts, $30 for rides/games and $11 on average for beverages there. ▪ Those citing Cirque du Soleil as their main purpose spent more overall, $98 versus $75 by those for whom the Pier was the main purpose.
▪ By residence, Santa Monican buyers spent the most, $129 per group. ▪ By age and by household income level, more was spent by middle and upper groups, however younger buyers did spend more on admission tickets than the eldest group.

Table 21c – Per-Group Spending at the Santa Monica Pier/Pacific Park - Buyers Mean
spending at
Pier by
buyers Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Minimum Base:

Spent at Pier
48 10 22 4 17 8 6 1 14 22 11 18 13 5
Total ($) 88.43 75.08 98.47 129.44 90.23 73.78 92.95 85.59 61.95 103.95 105.65 70.47 105.95 193.45 Admission
tickets
175.71 163.50 183.19 176.67 198.30 156.25 114.17 100.00 176.43 202.05 127.92 155.00 140.77 214.29 Food/meals not
at Pacific Park

55.95 36.88 67.01 89.38 65.85 50.79 55.42 45.71 37.63 71.00 92.00 43.90 64.94 125.59 Gifts/souvenirs
not at Pacific
Park

43.56 53.52 33.00 30.00 33.35 36.54 51.59 62.33 44.77 37.45 60.09 34.65 48.96 67.00 Food/meals at
Pacific Park

37.41 29.13 46.85 47.73 40.69 34.29 41.75 18.07 23.68 43.27 48.61 31.88 54.80 66.39 Gifts/souvenirs
at Pacific Park

34.91 27.60 37.30 59.17 40.46 21.80 24.75 28.18 24.05 37.53 42.27 26.42 52.07 42.22 Rides & arcade
games at Pacific
Park

30.17 39.08 22.46 30.00 34.19 26.36 32.14 26.11 29.98 33.85 23.07 36.50 28.33 19.55 Other spending
on the Pier

25.10 19.75 18.93 38.67 17.16 12.29 45.00 24.29 15.00 28.48 33.46 20.00 32.76 37.50 Beverages not at
Pacific Park

20.23 16.25 22.03 13.00 29.09 19.00 16.46 22.00 19.83 21.39 17.47 18.44 28.07 31.88 Beverages at
Pacific Park

11.44 11.24 13.84 19.76 11.45 11.91 9.83 9.32 9.45 13.99 12.64 10.77 11.78 16.00 Per-Group Spending at the Santa Monica Pier by All Visitors by Category ▪ All respondents who visited the Santa Monica Pier and/or Pacific Park, whether or not they made a purchase on the Pier, spent an overall average of nearly $58 per-group.

The top spending items were: $13.50 on food/meals on the Pier (not at Pacific Park), $12 on food/meals at Pacific Park, and also $12 on admissions,. Thus, the high admissions amount reported above equalized when dispersed among all Pier visitors.

games and food. A large enough share of the Pier visitors may attended the NY Trapeze School to result in the high average per-group spending amount shown.

5.F.b
Packet Pg. 251 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 44
▪ By residence, Santa Monicans spent the most, $71 per group, and Other U.S. residents spent nearly as much, $69.
▪ By age and by household income level, as may be expected, more was spent by middle and upper groups.

Table 21d - Per-Group Spending at the Santa Monica Pier by All Visitors Mean
spending for
all SM Pier
visitors Total
Main Purpose Residence Age Income (*$1,000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: SM Pier 700 228 349 71 352 134 87 56 279 296 125 314 166 49 Total ($) 58.57 56.99 61.20 71.10 59.09 49.00 69.45 64.09 41.49 69.16 70.15 46.39 74.88 130.29 Food/meals not
at Pacific Park

13.57 8.59 15.74 20.14 12.81 14.40 21.02 11.52 8.67 18.09 22.08 8.67 18.78 43.57 Food/meals at
Pacific Park

12.43 10.14 16.25 14.79 14.91 10.75 9.60 5.73 6.28 15.40 21.00 11.16 19.09 25.20 Admission tickets 12.06 8.53 16.26 14.93 16.08 9.33 7.87 1.79 9.93 15.08 12.28 9.84 11.02 30.61 Rides & arcade
games at Pacific
Park

6.68 13.03 3.48 5.92 8.16 4.92 5.17 8.39 6.66 8.92 2.77 8.83 5.63 4.39 Gifts/souvenirs
not at Pacific
Park

4.42 6.34 2.08 1.69 1.61 3.54 13.05 16.70 4.97 3.67 5.29 2.87 6.78 6.84 Beverages at
Pacific Park

3.49 5.16 2.92 5.85 3.64 2.93 2.71 4.02 3.33 4.15 2.83 3.87 2.97 5.96 Gifts/souvenirs
at Pacific Park

3.37 2.42 3.58 5.00 2.82 1.63 4.55 5.54 1.72 4.13 5.07 2.19 4.51 7.76 Beverages not at
Pacific Park

3.19 3.18 2.40 1.83 2.89 3.26 4.92 6.46 3.87 2.96 2.10 2.82 4.57 5.41 Other spending
on the Pier

2.40 2.08 1.63 4.90 1.51 1.28 3.10 3.04 1.24 2.98 3.48 1.53 3.36 6.12 Spending in Santa Monica (other than Pier and Cirque du Soleil) Respondents indicated any other spending in Santa Monica outside of either Cirque du Soleil or the Santa Monica Pier, as discussed below.
▪ Overall, 42% of all respondents indicated they had spent money in Santa Monica excluding any spending at Cirque du Soleil or the Pier, thus 58% did not. ▪ By purpose, more mainly Cirque du Soleil attendees, 43% spent in Santa Monica versus only 18% of Pier purpose visitors.
▪ By residence, more Santa Monicans, 55% spent in the city than other groups, while that percentage generally decreased with residence distance from the area. ▪ By age and by household income level, more middle and upper groups spent in Santa Monica than did youngest and lowest income groups.

5.F.b
Packet Pg. 252 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 45
Table 22a – If Spent in Santa Monica (other than Pier and Cirque du Soleil) Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 No 58.4% 82.4% 57.3% 45.0% 60.4% 63.2% 57.2% 70.5% 59.6% 58.2% 57.5% 61.9% 57.4% 44.1% Yes 41.6% 17.6% 42.7% 55.0% 39.6% 36.8% 42.8% 29.5% 40.4% 41.7% 42.5% 38.1% 42.4% 55.9% Penetration of Per-group Spending in Santa Monica (excl. Pier and/or CDS) ▪ As shown in the next table, of all respondent groups, nearly 35% purchased food/meals in Santa Monica, followed by 20% who spent on beverages and 15% who spent on transportation (e.g., gas, fares, etc., excluding parking). ▪ Again, a higher percentage among groups with Cirque du Soleil than the Pier as their main purpose spent in Santa Monica for each spending category. ▪ Santa Monican and highest income resident groups were most likely to have purchased meals/snacks in Santa Monica, whereas not surprisingly, more Other U.S. and International residents spent on overnight lodging in Santa Monica.

Table 22b – Penetration of Per-group Spending in Santa Monica (excl. Pier and/or CDS)
Penetration
based on other
places visited Total
Main Purpose Residence Age Income (*$1,000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: all 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 Meals/snacks food in
Santa Monica

34.8% 13.7% 35.6% 45.7% 34.2% 27.9% 36.2% 20.0% 31.2% 35.9% 35.7% 30.7% 34.6% 53.8% Beverages 19.9% 10.4% 18.1% 24.1% 18.5% 20.0% 25.7% 15.8% 23.0% 19.7% 17.4% 20.9% 21.6% 24.9% Other transportation
costs (gas, fares, etc)

15.3% 4.4% 16.9% 20.3% 13.7% 17.4% 16.4% 7.4% 14.8% 15.6% 14.8% 14.3% 14.2% 18.4% Gifts/souvenirs/other
shopping items

6.7% 5.3% 4.7% 6.8% 5.0% 8.2% 19.1% 10.5% 7.5% 6.8% 5.7% 7.1% 9.2% 6.5% Other spending 5.2% 3.5% 4.8% 7.7% 3.6% 7.1% 11.2% 5.3% 4.8% 5.1% 6.3% 4.0% 7.5% 7.0% Overnight lodging in
Santa Monica

2.4% 4.6% 1.6% 2.5% 0.4% 6.1% 8.6% 10.5% 2.7% 2.3% 2.2% 2.7% 3.2% 2.2% Movie or club or other
entertainment
admissions

0.8% 0.7% 0.6% 1.8% 0.4% 0.5% 2.6% 1.1% 2.2% 0.5% 0.2% 0.8% 1.7% 0.3% Mean Spending Per-group in Santa Monica (excl. at Pier and CDS) by Buyers ▪ Among the 41% who actually purchased in Santa Monica, an overall average of $125 was spent per-group. The top spending items were: $260 for overnight lodging, $96 for gifts/souvenirs/shopping items, and $87 for meals/snacks out.

5.F.b
Packet Pg. 253 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 46
▪ Groups mainly attending Cirque du Soleil spent $115 on average overall, less than the $164 by the mainly Pier visitors. This is likely due to the higher share of non-local visitors to the Pier who spent for overnight lodging and more on gift/souvenirs items. ▪ By residence, Californians spent an average of $151 overall, Other U.S. residents spent $243 and International residents spent $218, compared to $124 by Santa Monicans and $107 by L.A. County resident groups.
▪ Spending increased with age group and, as expected by income, from $96 by the lowest level to $198 by the highest levels.

Table 22c - Mean Spending in Santa Monica (excl. at Pier and CDS) - Buyers Pergroup Mean spending
based on
category buyers Total
Main
Purpose Residence Age Income (*$1,000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Minimum Base:

Spent in other SM
17 3 6 3 4 2 4 1 13 3 1 7 6 1
Overall ($) 124.89 163.78 114.86 123.66 107.15 150.91 242.56 218.26 115.77 126.97 128.78 96.30 133.99 198. 33 Overnight lodging in
Santa Monica
260.29 325.00 263.60 264.29 325.00 212.78 282.62 281.43 300.67 260.45 208.58 209.67 205.00 319. 25 Gifts/souvenirs/other
shopping items

96.12 128.13 72.96 70.00 80.50 73.10 153.15 110.00 86.70 101.96 94.19 91.05 89.65 157. 50 Meals/snacks food in
Santa Monica

87.26 38.58 90.60 95.74 88.63 88.42 57.56 43.46 66.00 93.62 104.41 59.01 91.30 145.80 Other spending 47.48 140.63 37.44 62.67 26.43 37.50 93.85 117.50 77.30 42.40 34.36 50.33 51.10 77.5 0 Movie/club/other
entertainment
admissions

30.29 18.33 40.00 36.67 27.86 17.50 40.00 15.00 29.62 38.33 15.00 33.57 30.00 40.00 Beverages 22.61 15.43 24.26 28.57 23.55 23.21 17.71 23.33 20.16 24.01 26.30 19.60 25.73 35.5 7 Transportation costs
(gas, fares, etc)

15.43 13.67 14.22 14.13 11.79 27.26 24.68 17.50 15.95 15.06 13.61 17.82 16.68 15.51 Mean Spending in Santa Monica (excl. at Pier and CDS) - All Respondents Pergroup ▪ The overall average amount spent in the Santa Monica applied to all groups whether or not they spent was $56.
▪ Cirque du Soleil main purpose groups averaged more overall, $52 versus $37 by Pier main purpose visitor groups.
▪ By residence, Other U.S. resident groups spent by far the most $111, followed by International groups which averaged $74, and Santa Monicans at $67, with Californians at $62 and L. A. County resident groups lowest at an average of $47. ▪ Spending generally rose with age, and, as expected by income from $40 by the lowest up to $116 by the highest level.

5.F.b
Packet Pg. 254 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 47
Table 22d - Mean Spending in Santa Monica (excl. at Pier and CDS) - All Groups Mean spending
based on all
groups Total
Main Purpose Residence Age Income (*$1,000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: Visited SM 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 Overall($) 55.79 36.64 51.89 66.92 46.52 62.51 110.89 74.05 48.24 59.66 56.45 40.25 65.12 115.60 Meals/snacks food in
Santa Monica

32.97 6.43 34.53 45.43 32.65 29.23 23.57 10.09 21.13 38.47 40.01 19.67 38.33 79.53 Overnight lodging in
Santa Monica

8.14 15.68 5.83 7.25 1.43 16.03 34.99 35.18 9.89 7.85 6.57 5.55 8.35 13.66 Gifts/souvenirs/other
shopping items

6.56 8.99 3.48 3.29 3.88 6.42 29.17 19.64 7.61 7.12 3.96 6.90 7.76 10.11 Beverages 5.21 2.37 5.21 7.06 5.01 5.63 5.73 5.00 4.77 5.66 5.59 4.80 6.68 10.27 Other spending 2.85 4.93 2.12 5.16 1.16 2.82 11.62 4.20 3.90 2.50 2.52 2.40 3.77 6.63 Local transportation
(gas, fares, etc)

2.59 0.90 2.59 2.49 1.93 5.25 4.47 1.25 2.62 2.62 2.18 3.11 2.63 2.90 Movie/club/other
admissions

0.33 0.24 0.21 0.43 0.21 0.15 1.52 0.27 0.84 0.16 0.04 0.41 0.46 0.21 Table 23 – Summary of Spending
Total
Main
Purpose
Pier
Main
Purpose
CDS
% Spent money anywhere in Santa Monica (that day) 86.7% 82.9% 86.6% % Spent money at Cirque du Soleil (per all groups) 72.6% 63.0% 71.8% Average Spent at Cirque du Soleil (per all groups) $32.53 $29.67 $32.48 % Spent money at Santa Monica Pier (per all groups) 70.5% 83.8% 62.5% Average Spent at Santa Monica Pier (per all groups) $58.57 $56.99 $61.20 % Spent money in Santa Monica (excl. Cirque or Pier/
group) 41.6% 17.6% 42.7%
Average Spent in Santa Monica (excl. Cirque or Pier
/group) $55.79 $36.64 $51.89
Avg. spent for parking (per car) $5.84 $4.73 $6.29

5.F.b
Packet Pg. 255 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 48
Number Spending For
To calculate per-person spending, respondents indicated how many people the spending was for that they had reported on a per-group basis, as discussed and shown below. 5 ▪ The overall mean number of people that the reported spending was for was 1.73 including those who did not spend and 2.10 for only those who spent money.

Table 24 - Number Spending For
Total
Main
Purpose Residence Age Income (*$1,000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: Fto-F 302 198 37 16 129 44 57 56 179 100 23 156 59 9 None spent 17.5% 19.2% 13.5% 56.3% 20.9% 9.1% 10.5% 12.5% 16.2% 15.0% 39.1% 13.5% 20.3% 33.3% 1 person 26.5% 22.7% 16.2% 18.8% 18.6% 27.3% 35.1% 37.5% 33.5% 13.0% 30.4% 27.6% 23.7% 22.2% 2 people 32.5% 31.8% 32.4% 6.3% 32.6% 36.4% 33.3% 35.7% 41.3% 20.0% 17.4% 31.4% 28.8% 22.2% 3 people 12.3% 14.6% 16.2% 6.3% 16.3% 13.6% 10.5% 5.4% 6.1% 24.0% 8.7% 15.4% 15.3% 0.0% 4 people 9.6% 10.1% 16.2% 12.5% 9.3% 11.4% 8.8% 8.9% 2.8% 23.0% 4.3% 11.5% 10.2% 11.1% 5+ people 1.7% 1.5% 5.4% 0.0% 2.3% 2.3% 1.8% 0.0% 0.0% 5.0% 0.0% 0.6% 1.7% 11.1% Mean (incl.
0):

1.73 1.77 2.16 1.00 1.79 1.95 1.75 1.61 1.43 2.37 1.04 1.85 1.75 1.67 Mean (excl.
0):

2.10 2.19 2.50 2.29 2.26 2.15 1.96 1.84 1.71 2.79 1.71 2.14 2.19 2.50

5 An inadvertent programming error removed the number of people the spending was for from the internet survey. Therefore, the mean number reported above from the intercept survey was applied to all respondents to arrive at the total per-person mean spending amounts.

5.F.b
Packet Pg. 256 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 49
Transportation and Parking
▪ Almost all respondents, 91% arrived in Santa Monica (or to the venue they came for) by private driven vehicle. Another 6% walked or biked, and 3% took other transit modes. ▪ More of those for whom Cirque du Soleil was their main purpose drove, 94% versus 83% of Pier as main purpose groups, whereas 10% of the Pier main purpose groups walked or biked.
▪ By residence, more Santa Monica residents, 18% took other modes while 82% drove.

Most, or 96% from L.A. County and Californians drove, as did 84% of Other U.S residents, but only 43% of International residents did so, as many stayed overnight in Santa Monica and walked.

Table 25 - How Arrived in Santa Monica (or at venue)

Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 Drove or passenger in a
private vehicle

91.1% 83.1% 94.5% 81.5% 96.1% 95.8% 84.2% 43.2% 85.0% 93.4% 91.1% 88.7% 90.2% 94.9% Walked, biked
or skated here

5.7% 10.4% 3.6% 16.0% 1.3% 3.7% 9.2% 33.7% 8.7% 4.2% 6.7% 7.4% 6.1% 3.5% Public/tour bus,
limo, taxi,
shuttle or other

3.2% 6.5% 1.8% 2.5% 2.6% 0.5% 6.6% 23.2% 6.3% 2.4% 2.2% 3.8% 3.7% 1.6% Parking –Where Parked that Day
▪ Those who drove to their venue used a number of locations for parking. Overall, 23% parked at the Civic Center structure, 19% used the 2030 Ocean Beach lot, with 15% at the Cirque du Soleil 1550 PCH beach lot.
▪ Differences in parking location was especially evident by primary purpose. Nearly 28% of Cirque du Soleil attendees parked at the Civic Center structure versus only 3% of Pier visitors, while 25% of Pier visitors parked on the Pier versus only 5% of Cirque du Soleil attendees.
▪ There are also differences by residence. More Santa Monicans, 21% parked in the Cirque du Soleil Beach lot and 21% also parked in other places, whereas for L.A. County residents 25% parked in the Civic Center structure and 18% used the 2030 Beach lot, while 26% of Californians used the 2030 Beach Lot and 24% used the Civic Center structure. U.S. and International residents who drove used a wider array of locations not those most used by local or regional residents.

5.F.b
Packet Pg. 257 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 50
Another way to look at parking is by the Cirque du Soleil performance time.

▪ On weekdays, the Civic Center structure was used by 25%, 17% parked in the Cirque du Soleil PCH lot, at 16% used another (not listed) location and 15% used the 2030 Beach lot.
▪ In comparison, parking on weekends mainly included both the 2030 Beach lot, by 22% and the Civic Center structure by 21%, with 16% parking in other lot (not listed), and 13% parked in the Cirque du Soleil PCH lot.
▪ For daytime performances, 32% used the 2030 Beach Lot and fewer than 15% used any of the other parking areas.
▪ For evenings, 35% parked at the Civic Center structure, 18% used an other (not listed) location and 15% used the Cirque du Soleil PCH lot.

Table 26 – Where Parked That Day
Total
Main Purpose Residence CDS Performance Time
Pier CDS SM LA Co CA US Int'l W-day W-end Day-T Evng
Base: drove 1410 184 1053 196 875 228 82 29 543 846 773 616 Civic Center
parking structure

22.9% 2.7% 27.8% 16.8% 25.4% 24.1% 15.9% 0.0% 25.0% 21.2% 12.2% 35.9% 2030 Beach Lot
(#4 S. Ocean at
Bicknell)

18.7% 8.7% 22.0% 18.4% 18.2% 25.9% 11.0% 3.4% 14.7% 21.5% 31.6% 2.9% Other parking
structure or lot

15.7% 20.1% 13.2% 20.9% 15.0% 12.3% 18.3% 24.1% 15.8% 16.1% 14.2% 18.2% The Beach lot at
Cirque du Soleil

14.5% 10.9% 15.6% 21.4% 13.9% 12.7% 9.8% 10.3% 16.8% 13.1% 14.0% 15.3% On the Pier 7.7% 25.0% 5.0% 5.6% 7.0% 7.9% 15.9% 17.2% 9.2% 6.3% 8.3% 6.3% Santa Monica Place
mall 6

6.7% 12.5% 5.0% 6.1% 7.8% 4.4% 2.4% 10.3% 7.4% 6.4% 6.3% 7.3% On the street or
elsewhere

6.6% 12.5% 4.8% 3.6% 6.4% 4.8% 15.9% 20.7% 6.8% 6.5% 5.0% 8.6% Surface lot across
Ocean Avenue

3.9% 4.3% 3.8% 3.1% 3.4% 5.3% 7.3% 3.4% 1.7% 5.2% 4.3% 3.2% Another SM Beach
lot

3.3% 3.3% 2.7% 4.1% 3.0% 2.6% 3.7% 10.3% 2.6% 3.8% 4.1% 2.3% Why Parked at Location
▪ The main reason 41% parked where they did was because they were directed to that location by a Cirque du Soleil e-mail or a parking attendant, while 32% parked there for convenience to where they were going, and for 13% it was where they usually park in Santa Monica.

6 Note, Santa Monica Place center retail operations were closed at the time of this study but the parking structure was open and offered free parking for three hours.

5.F.b
Packet Pg. 258 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 51
▪ Differences in reasons for parking location was not surprisingly evident by primary purpose. Over 51% of Cirque du Soleil attendees parked where they did as directed by a Cirque du Soleil e-mail or a parking attendant, whereas 53% of Pier visitors parked where they did for convenience and for 27% it was where they usually park. ▪ By residence, convenience to destination was more important to Other U.S. and International residents, while being directed to the parking was a stronger factor for the local and regional residents, likely as more of these people attended Cirque du Soleil than the longer-haul residents.
▪ Being directed to that lot by e-mail or an attendant was the key factor by performance regardless of the time or day, followed by convenience.

Table 27 - Why Parked at Location
Total Main Purpose Residence CDS Performance Time
Pier CDS SM LA Co CA US Int'l W-day W-end Day-T Evng
Base: Drove 1410 184 1053 196 875 228 82 29 543 846 773 616 Directed to this lot
by Cirque e-mail or
parking attendant

41.6% 5.4% 51.2% 35.7% 43.9% 50.4% 20.7% 3.4% 39.0% 43.3% 43.1% 39.8% Convenient to where
I/we were going

31.6% 53.3% 26.1% 28.6% 28.3% 33.8% 54.9% 65.5% 31.1% 31.9% 30.0% 33.6% I/we usually park
there

13.2% 26.6% 10.2% 18.9% 14.4% 4.8% 8.5% 17.2% 14.9% 12.1% 13.1% 13.3% It was priced
reasonably or free

11.8% 13.6% 10.6% 14.3% 11.7% 8.8% 15.9% 13.8% 13.4% 10.8% 11.5% 12.2% My/our usual lot was
full so I/we parked
here

1.8% 1.1% 1.9% 2.6% 1.7% 2.2% 0.0% 0.0% 1.5% 2.0% 2.3% 1.1% Where Usually Park when Visiting the Santa Monica Pier
▪ For those visiting the Pier, 16% said they usually park in another (not listed) structure or lot, 15% usually park on the Santa Monica Pier, and another 12% at Santa Monica Place. The Cirque du Soleil 1550 PCH lot was mentioned by just 7% overall and by only 4% of those for whom the Pier was their main purpose. Just over one quarter, 26% said they don’t usually visit the Pier.
▪ By main purpose, most who said the Pier
▪ was their main purpose that day, 16% don’t usually visit the Pier. Of those who do, 25% said they usually park on the Pier, 17% said at Santa Monica Place, and 15% park on the street or elsewhere.
▪ By residence, 19% of Santa Monicans don’t often visit the Pier, however, 18% who do usually park on the Pier, 16% use another lot or structure and 12% park on the street or elsewhere. Among L.A. County residents, 24% don’t often visit the Pier, but of those

5.F.b
Packet Pg. 259 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 52
who do, usually park 18% use another lot or structure, 15% park on the Pier, and 13% use Santa Monica Place.

Table 28 – Where Usually Park when Visiting the Santa Monica Pier Total
Main
Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US 18-34 35-54 55+ <100
100-
199 200+
Base: Visited
P&PP: drove
1278 103 1039 196 829 200 47 307 629 342 436 330 170
Don't usually visit
the Pier

26.3% 15.5% 28.1% 18.9% 23.5% 40.0% 48.9% 23.1% 24.8% 31.9% 23.9% 23.3% 29.4% Other parking
structure or lot

16.6% 10.7% 16.7% 16.3% 17.7% 14.0% 10.6% 18.2% 18.6% 11.4% 16.3% 20.0% 18.2% On the Pier 14.8% 25.2% 13.9% 18.4% 15.3% 9.5% 10.6% 12.7% 16.1% 14.3% 15.1% 15.8% 15.3% Santa Monica
Place mall

11.5% 16.5% 10.7% 9.2% 13.4% 8.0% 2.1% 16.6% 10.7% 8.5% 14.2% 10.6% 10.0% On the street or
elsewhere

11.0% 14.6% 10.2% 12.2% 10.6% 9.0% 19.1% 10.7% 10.2% 12.6% 10.8% 10.9% 8.2% The Beach lot at
Cirque du Soleil

7.4% 3.9% 7.9% 6.6% 7.8% 7.5% 2.1% 5.2% 7.6% 8.8% 6.4% 6.4% 7.1% Other SM beach
parking lot

4.5% 2.9% 4.7% 6.1% 4.7% 3.5% 0.0% 4.6% 4.6% 4.4% 4.6% 4.2% 5.3% 2030 Beach Lot
(#4 So. Ocean at
Bicknell)

3.3% 6.8% 3.3% 5.6% 2.5% 4.5% 0.0% 4.9% 2.9% 2.6% 4.1% 3.3% 1.2% Surface lot across
Ocean Avenue

2.7% 3.9% 2.6% 3.6% 2.8% 1.5% 4.3% 2.9% 3.0% 2.0% 2.5% 3.0% 4.1% Civic Center
parking structure

2.0% 0.0% 1.9% 3.1% 1.6% 2.5% 2.1% 1.0% 1.6% 3.5% 2.1% 2.4% 1.2% Parking Ease at the Santa Monica Pier That Day Compared to Usually in Santa Monica or at the Pier
▪ Of those who visit the Pier regularly and drove that day, nearly eight in ten or 79% indicated that parking was either easier (26%) or about the same (53%) than when they usually park at the Santa Monica Pier. Conversely, 22% said parking was somewhat or much more difficult. The mean rating was 2.97 (on a 4 point scale where 4 = easiest and 1 = much more difficult).
▪ Those whose main purpose was the Pier were somewhat less positive as 15% said it was easier versus 27% of those with Cirque as the main purpose. However, 73% of Pier main purpose visitors said the experience was about the same versus 50% of Cirque main purpose attendees, therefore the overall percentage of those who said easier and about the same is higher for the Pier main purpose visitors, 88% versus 77% of the Cirque attendees.
▪ Somewhat surprisingly, Santa Monica and L.A. County residents were also very positive about their parking experience, with 84% and 79% respectively, saying parking was easier or about the same as usual.

5.F.b
Packet Pg. 260 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 53
▪ As may be expected, parking was rated differently by Cirque du Soleil performance time.

Those attending a weekday evening or an evening (weekend or weekday) performance rated their parking experience somewhat better at 3.13 and 3.10, respectively with about 85% rating the experience better or the same as usual. This compares to those attending on the weekend or during the day (weekend or weekday), at 2.86 and 2.85, respectively, and 73% rated it better or the same as usual.

Table 29 – Ease of Parking in Santa Monica That Day Compared to Usual

Total
Main Purpose Residence Performance Time
Pier CDS SM LA Co CA US W-day W-end Day-T Evng
Base: Drove &
visits Pier
1124 103 893 179 753 159 26 436 668 594 510

4. Easier 25.6% 15.5% 26.8% 29.1% 25.0% 26.4% 19.2% 31.0% 22.3% 22.6% 29.4%

3. About the same 52.9% 72.8% 49.7% 54.7% 54.3% 44.0% 53.8% 54.8% 51.5% 50.5% 55.5% Top 2 78.6% 88.3% 76.5% 83.8% 79.3% 70.4% 73.1% 85.8% 73.8% 73.1% 84.9%

2. Somewhat more
difficult

13.8% 9.7% 14.8% 10.6% 13.8% 16.4% 19.2% 10.1% 16.2% 16.5% 10.6%

1. Much more
difficult

7.7% 1.9% 8.7% 5.6% 6.9% 13.2% 7.7% 4.1% 10.0% 10.4% 4.5% Bottom 2 21.5% 11.6% 23.5% 16.2% 20.7% 29.6% 26.9% 14.2% 26.2% 26.9% 15.1% Mean rating 2.97 3.02 2.95 3.07 2.97 2.84 2.85 3.13 2.86 2.85 3.10 Number in Vehicle
▪ Overall, each vehicle among those who drove that day contained an average of 2.70 people. This is somewhat higher than the mean average number of people spending as discussed above and the average group size (as discussed below), likely due to groups or carpools in some vehicles.
▪ This number was consistent by main purpose, but varied slightly by residence with slightly more people, 3.0 per vehicle for International residents versus 2.9 among Santa Monicans and 2.7 for L.A. County, Californian and Other U.S. residents. ▪ The number per vehicle rose with income, from an average of 2.6 people for the youngest group, to 2.7 for the middle and 3.1 for the highest income group.

5.F.b
Packet Pg. 261 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 54
Table 30 - Number in Vehicle
Total Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base:
drove
1410 184 1053 196 875 228 82 29 388 670 352 507 354 172 1 person 4.0% 4.9% 3.6% 2.0% 4.2% 3.1% 7.3% 6.9% 4.9% 3.7% 3.4% 5.3% 4.2% 1.7% 2 people 53.3% 50.5% 54.1% 51.0% 54.2% 53.5% 52.4% 41.4% 65.5% 45.2% 55.1% 56.2% 53.4% 43.6% 3 people 16.0% 19.6% 15.1% 16.8% 15.1% 19.3% 15.9% 13.8% 10.8% 21.0% 12.2% 17.6% 16.4% 17.4% 4 people 17.2% 15.2% 17.9% 17.9% 17.4% 15.4% 15.9% 24.1% 12.9% 19.6% 17.3% 14.0% 17.2% 21.5% 5+ people 9.6% 9.8% 9.3% 12.2% 9.1% 8.8% 8.5% 13.8% 5.9% 10.4% 11.9% 6.9% 8.8% 15.7% Mean: 2.70 2.70 2.69 2.89 2.68 2.68 2.65 3.03 2.48 2.91 2.83 2.59 2.68 3.08 Amount Paid for Parking
▪ Overall, anyone who drove in or to Santa Monica spent an average of $5.84 to park that day. About 60% spent $6.00 or less.
▪ By purpose, Pier visitors spent slightly less, $4.73 while CDS attendees spent slightly more, $6.29 on average.
▪ By residence, Californians spent the most, averaging $6.05, versus $5.71 for Other U.S. residents, $5.99 for Santa Monicans and $5.85 for L.A. County residents, while International residents paid only $4.52 on average.
▪ Interestingly, parking price did not vary much by performance time, ranging from $5.50 on weekdays to $6.12 on weekends, and near $6.00 during the day or in the evening.

Table 31 - Amount Paid for Parking Per Vehicle
Amount
per vehicle Total
Main
Purpose Residence Performance Time
Pier CDS SM LA Co CA US Int'l W-day W-end Day-T Evng
Base: drove 1410 184 1053 196 875 228 82 29 543 846 773 616 $1-$3 20.7% 38.6% 15.7% 24.0% 20.1% 14.9% 28.0% 41.4% 24.9% 18.2% 17.9% 24.5% $4-$6 39.7% 19.0% 45.1% 39.3% 40.6% 43.9% 28.0% 17.2% 43.6% 37.6% 39.8% 40.1% $7-$9 17.4% 32.6% 14.5% 12.2% 16.9% 19.3% 23.2% 37.9% 12.0% 20.9% 21.9% 11.9% $10-$12 14.3% 7.1% 15.7% 14.8% 14.4% 15.4% 13.4% 3.4% 13.1% 14.8% 14.4% 13.8% $13+ 7.8% 2.7% 9.0% 9.7% 8.0% 6.6% 7.3% 0.0% 6.4% 8.5% 6.1% 9.7% Mean ($) 5.84 4.73 6.29 5.99 5.85 6.05 5.71 4.52 5.50 6.12 5.89 5.95

5.F.b
Packet Pg. 262 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 55
Parking Impact on Santa Monica Visits in General
Respondents indicted the extent that parking affects their visits to Santa Monica in general. ▪ Overall, 35% indicated that parking has no impact on their visiting Santa Monica or is not a problem. Another 25% indicated that they only visit rarely. ▪ Among those impacted by parking, 17% said they come less often, 7% each either park farther away (from their destination) or come at different times of day. ▪ There were slight differences by main purpose. Nearly one-half or 49% of Pier visitors said they rarely visit Santa Monica, in that, as discussed, many Pier visitors are from outside the region. Another 30% said that parking has no impact, whereas 37% of Cirque Du Soleil (main purpose) attendees said parking has no impact. ▪ By residence, 46% of Santa Monicans indicated that parking has no impact on their visitation, as did 36% of L.A. County residents. Among those from farther away, more of them were unaffected as they rarely visit, while a few did say they come less often. ▪ There was only a slight difference in parking impacts by age, but more so by income level; the higher the income the less their visitation to Santa Monica has been affected (keeping in mind that many highest income respondents are Santa Monica residents).

Table 32 - Parking Impacts on Santa Monica Visits in General Total Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 No impact: parking
not a problem

35.3% 30.4% 36.8% 46.4% 38.2% 26.3% 13.8% 6.3% 31.2% 36.6% 36.2% 30.3% 38.0% 44.3% No impact: rarely
visit Santa Monica

25.1% 48.7% 19.0% 16.0% 19.0% 42.4% 61.2% 43.2% 32.5% 24.5% 18.5% 30.5% 21.3% 18.4% Come less often 17.1% 4.9% 19.9% 10.8% 20.8% 15.0% 1.3% 18.9% 12.1% 18.4% 19.0% 17.8% 17.5% 17.6% Park farther away
and walk

6.8% 3.2% 7.9% 7.0% 7.3% 5.5% 8.6% 0.0% 7.8% 6.0% 7.9% 5.9% 7.4% 3.5% Come at different
times of the day

6.7% 0.0% 7.9% 6.8% 8.0% 2.6% 0.7% 12.6% 5.3% 6.3% 9.6% 6.7% 5.1% 7.0% Come at different
days of the week

6.3% 0.9% 7.9% 3.2% 8.4% 4.7% 1.3% 0.0% 4.8% 6.1% 8.5% 5.2% 5.1% 8.1% Don't come on
weekends

5.7% 0.5% 6.8% 4.1% 7.2% 4.7% 1.3% 0.0% 2.9% 6.6% 6.3% 4.0% 6.4% 8.9% Other no impact/not
applicable

5.4% 7.2% 4.9% 7.2% 3.8% 3.9% 12.5% 17.9% 7.3% 4.7% 5.2% 5.1% 6.0% 7.0% No impact:don’t
drive to Santa
Monica

4.7% 7.9% 3.7% 7.7% 3.5% 3.7% 3.9% 15.8% 9.7% 3.0% 4.1% 5.4% 4.1% 2.7% Don't come in the
summer

3.8% 2.6% 4.0% 3.4% 3.8% 6.6% 0.7% 0.0% 3.4% 3.8% 4.3% 3.2% 5.4% 3.2% Come when no
special events

3.5% 0.2% 4.4% 5.0% 3.8% 2.9% 0.7% 0.0% 2.7% 3.5% 4.4% 2.3% 3.2% 4.1% Take public transit or
other means to get
there

1.2% 0.7% 1.4% 3.2% 0.9% 0.3% 1.3% 1.1% 1.7% 0.7% 2.2% 1.5% 0.8% 0.0%

5.F.b
Packet Pg. 263 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 56
Parking Impact on Santa Monica Pier Visits in General
Respondents indicted how parking affects their visits to the Santa Monica Pier in general. ▪ Overall, 34% that they only visit rarely indicated that parking has no impact on their visiting the Santa Monica Pier while 26% said it is not a problem. ▪ Among those impacted by parking, 15% said they come less often, 9% park farther away (from their destination) and 6% don’t go there on weekends. ▪ There differences by main purpose as more than one-half or 54% of Pier visitors (main purpose) said they rarely visit Santa Monica, as many Pier visitors are from outside the region, while 17% said that parking has no impact, as did 37% of CDS main purpose attendees.
▪ By residence, 40% of Santa Monicans indicated that parking does not impact their visiting Santa Monica, as did 26% of L.A. County residents. More of those from farther away were less affected as they rarely visit.
▪ By age the older the respondent the less the parking impact reported although at least as many in each age group do not regularly visit the Pier. ▪ By income level, the higher the income the less their visitation to Santa Monica is affected (again many highest income respondents are Santa Monica residents).

Table 33 - Parking Impacts on Visits to Santa Monica Pier in General Total Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 No impact: rarely
visit Santa Monica

33.6% 54.1% 29.2% 23.4% 31.3% 40.8% 63.8% 42.1% 39.5% 33.2% 28.1% 40.5% 27.9% 27.0% No impact:
parking not a
problem

26.2% 16.7% 27.4% 39.9% 26.4% 20.5% 11.8% 4.2% 20.8% 26.9% 29.8% 21.2% 30.9% 32.4% Come less often 14.7% 4.2% 17.7% 11.9% 16.4% 18.4% 1.3% 4.2% 11.1% 16.9% 12.2% 11.8% 17.3% 18.6% Park farther away
and walk

9.3% 11.6% 8.7% 9.2% 9.4% 6.8% 8.6% 18.9% 8.7% 8.5% 12.2% 11.3% 7.8% 5.1% No impact: don’t
drive to Santa
Monica

6.7% 9.3% 5.9% 9.9% 5.6% 6.8% 4.6% 14.7% 11.8% 5.1% 6.1% 8.0% 6.4% 8.4% Don't come on
weekends

6.1% 0.7% 7.2% 5.4% 7.2% 5.3% 2.0% 0.0% 3.7% 6.9% 6.1% 4.2% 7.2% 7.3% Other no impact/
not applicable

5.9% 9.5% 4.8% 5.9% 4.0% 7.9% 12.5% 18.9% 7.3% 5.6% 5.2% 6.7% 6.0% 4.1% Don't come in the
summer

4.1% 1.4% 4.8% 3.6% 4.8% 3.4% 2.6% 0.0% 2.0% 4.5% 5.4% 3.1% 4.7% 1.6% Come at different
days of the week

4.0% 1.4% 5.0% 5.6% 4.6% 1.8% 0.7% 0.0% 3.2% 4.7% 3.0% 4.5% 4.0% 4.1% Come at different
times of the day

3.3% 0.2% 4.0% 2.7% 4.1% 2.9% 0.7% 0.0% 2.6% 2.9% 5.5% 2.1% 2.0% 4.9% Come when no
special events

3.1% 0.9% 3.6% 2.0% 3.7% 3.4% 0.7% 0.0% 1.4% 3.5% 3.7% 1.9% 3.4% 4.9% Take public transit
or other means to
get there

1.4% 1.2% 1.6% 2.9% 1.4% 0.0% 0.7% 2.1% 1.7% 1.3% 1.5% 1.1% 1.1% 1.1%

5.F.b
Packet Pg. 264 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 57
Visitation/Activities/Overnight vs. Day
▪ Overall the mix of respondents was that 84% were non-Santa Monica residents and in the area as a day visit only, 12% were Santa Monica residents and nearly 5% were nonresidents who were from elsewhere staying overnight in Santa Monica. ▪ By main purpose, 72% of Pier visitors (as the main purpose) were day only non-Santa Monica residents, 18% were Santa Monica residents and 10% were visitors staying overnight in Santa Monica. In comparison, more Cirque du Soleil (main purpose) attendees, 89% were non-Santa Monica residents there for the day, while fewer, 9% were Santa Monica residents, and many fewer, only 2% were overnight visitors.

Table 34 - Visitation/Activities/Overnight vs. Day
Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 Non-SM resident:
day only activities

83.8% 71.9% 89.1% 55.0% 93.2% 91.1% 75.7% 44.2% 75.6% 86.9% 83.9% 79.6% 85.6% 83.8% SM Resident: day
activities only

11.7% 17.9% 8.6% 43.7% 6.0% 1.1% 0.0% 18.9% 15.2% 10.5% 11.5% 16.5% 7.4% 13.5% Non-SM resident:
overnight in SM

4.5% 10.2% 2.4% 1.4% 0.8% 7.9% 24.3% 36.8% 9.2% 2.7% 4.6% 3.9% 7.0% 2.7% Hours In Santa Monica
▪ The nearly 95% of those in Santa Monica for the day only stayed an average of 4.6 hours there that day.
▪ By main purpose, Pier visitors spent about 3.5 hours in the area whereas the Cirque du Soleil attendees spent an hour longer, 4.7 hours on average. In that the “Kooza” performance lasted 2½ hours, attendees apparently spent an additional two hours in Santa Monica doing other activities (as discussed in the prior activities section). ▪ Santa Monica residents spent an average of 7.7 hours doing activities that day compared to more than 4 hours by the other groups by residence except for International day visitors who stayed an average of 3.5 hours.

5.F.b
Packet Pg. 265 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 58
Table 35 - Hours in Santa Monica
Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: Day
activities
1471 196 1091 250 903 215 69 34 411 701 359 539 362 178 1-2 hours 7.5% 26.9% 2.9% 3.7% 7.5% 8.6% 10.4% 25.0% 15.0% 6.4% 3.1% 11.7% 4.1% 1.7% 3-4 hours 47.0% 52.5% 49.1% 46.3% 48.1% 40.9% 48.7% 55.0% 46.9% 45.0% 53.1% 49.8% 41.7% 42.8% 5-6 hours 31.7% 13.2% 34.4% 23.5% 34.4% 34.9% 23.5% 18.3% 26.8% 33.4% 31.8% 25.7% 37.7% 33.3% 7-8 hours 8.2% 4.4% 8.6% 9.1% 6.9% 12.6% 13.9% 1.7% 5.1% 10.0% 6.4% 6.9% 11.0% 13.9% 9+ hours 5.5% 3.1% 5.1% 17.4% 3.1% 3.1% 3.5% 0.0% 6.2% 5.2% 5.6% 5.8% 5.4% 8.3% Mean: 4.59 3.51 4.66 7.66 4.41 4.74 4.50 3.47 4.06 4.78 4.65 4.29 4.92 5.21 Number of Nights Overnight in Santa Monica
▪ The 5% of non-local area residents who stayed overnight in Santa Monica stayed an average of 2.75 nights.
▪ Those for whom the Pier was their main purpose that day, stayed an average of 3.43 nights versus 2.22 nights among the Cirque du Soleil purpose visitors, likely due to the fact that the Pier attracted more long-haul travelers than did Cirque du Soleil, and who would average longer lengths of stay. This is more clearly seen by residence, with the number of nights spent increasing by the distance away from the area, from 1.37 for Californians, 3.84 for Other U.S. and 3.86 for International visitors.

Table 36 -Number of Nights Overnight in Santa Monica
Total
Main Purpose Residence Age Income ($000)
Pier CDS CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base:

Overnight
96 32 40 24 36 22 45 29 22 28 31 9
1 night 30.0% 18.2% 48.9% 63.3% 8.1% 20.0% 24.1% 36.6% 32.0% 44.4%

15.2% 50.0%
2 nights 27.5% 36.4% 24.4% 36.7% 24.3% 11.4% 25.9% 41.5% 8.0% 36.1%

32.6% 0.0%
3-4 nights 20.0% 22.7% 6.7% 0.0% 29.7% 37.1% 25.9% 9.8% 24.0% 2.8%

26.1% 20.0%
5-6 nights 14.2% 11.4% 13.3% 0.0% 27.0% 17.1% 18.5% 7.3% 16.0% 8.3%

19.6% 10.0%
7+ nights 8.3% 11.4% 6.7% 0.0% 10.8% 14.3% 5.6% 4.9% 20.0% 8.3%

6.5% 20.0%
Mean (nts.) 2.75 3.43 2.22 1.37 3.84 3.86 2.81 2.22 3.72 2.25 2.93 3.50

5.F.b
Packet Pg. 266 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 59
Type of Overnight Lodging
▪ Most overnight visitors, 73% stayed in a Santa Monica hotel, motel or the youth hostel.

Another 23% stayed in a private residence of friends/family.

Table 37 - Type of Overnight Lodging
Total
Main Purpose
Pier CDS
Base: Overnight visitors 96 32 40
Hotel motel or youth hostel 73.3% 84.1% 71.1%
Private residence of friends or family (unpaid) 23.3% 13.6% 22.2% Corporate apartment (paid) 2.5% 2.3% 4.4%
Other 0.8% 0.0% 2.2%
Type of Visitor Group
▪ Overall, respondents were relatively evenly split between being a couple, 40% or being in a family group, 37%. Another 18% were in a mixed group of friends or family. ▪ By main purpose, Pier visitors were relatively split, with 36% in a family group and 33% who were a couple and 24% in a mixed group. Slightly more Cirque du Soleil attendees were in a couple, with 37% in a family group and 17% were a mixed group. ▪ These top three categories hold fairly steady by residence although more Other U.S. and international visitors, 12% and 14% respectively, were alone versus 3% of the Total. ▪ More younger people were in couples, 48%, with 47% of the middle age group in a family group, and 44% of those aged 55+ were a couple.
▪ By income, the incidence of couples is highest among the lower income group, while far more of those in a family group, 48% were in the highest income group.

Table 38 - Type of Group
Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 A couple 39.9% 32.9% 42.3% 39.2% 40.1% 45.6% 34.3% 26.8% 47.6% 33.0% 44.1% 43.0% 39.7% 33.7% Family group 36.8% 36.0% 36.9% 37.6% 37.7% 33.5% 35.2% 35.7% 24.3% 46.7% 32.8% 30.5% 40.5%48.1% Group of
family, friends
or co-workers

18.6% 23.7% 17.3% 20.4% 18.3% 18.0% 18.1% 19.6% 20.8% 17.3% 18.6% 20.5% 16.3% 17.1% Alone 3.5% 6.6% 2.7% 1.6% 2.7% 2.1% 12.4% 14.3% 5.9% 2.3% 2.9% 4.6% 3.1% 0.5% Organized
tour group

0.3% 0.4% 0.1% 0.0% 0.2% 0.4% 0.0% 3.6% 0.7% 0.1% 0.3% 0.2% 0.0% 0.0% Other 0.8% 0.4% 0.8% 1.2% 0.9% 0.4% 0.0% 0.0% 0.7% 0.5% 1.3% 1.2% 0.5% 0.5%

5.F.b
Packet Pg. 267 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 60
Number and Ages of People in Group
▪ Overall, each immediate respondent group consisted of 1.55 people on average. Of all groups, 28% included someone under the age of 18.
▪ By main purpose, groups at the Pier were slightly larger at 1.72 persons than at Cirque at 1.52, as more at the Pier than at Cirque du Soleil were in family or mixed groups as discussed above.
▪ By residence, Santa Monica and L.A. County resident groups were larger at about 1.6 persons while Other U.S. groups averaged 1.4 persons.
▪ By age, the middle age group were the largest at 1.86 persons, as the group most likely to have children with them, as 36% did.
▪ By income level, the highest income group had the most people at 1.8, with 35% that had children under age 18 with them.

Table 39 - Number and Ages of People in Group
Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 Mean: 1.55 1.72 1.52 1.61 1.58 1.44 1.39 1.55 1.13 1.86 1.16 1.48 1.49 1.80 % in group...
<Age 18 28.2% 32.3% 27.5% 29.3% 29.3% 24.9% 22.1% 26.4% 17.2% 36.2% 20.6% 26.0% 26.6% 34.9% >Age 18 71.8% 67.7% 72.5% 70.7% 70.7% 75.1% 77.9% 73.6% 82.8% 63.8% 79.4% 74.0% 73.4% 65.1% Mean Number in Group (excl. 0)
<Age 18 1.70 1.79 1.69 1.73 1.69 1.73 1.74 1.53 1.56 1.76 1.60 1.64 1.67 1.70 >Age 18 1.14 1.20 1.13 1.16 1.15 1.11 1.10 1.14 1.00 1.23 1.00 1.12 1.12 1.21 Household Composition
▪ Overall, respondent households were fairly evenly distributed, with 30% being single adults, 29% were married/partnered couples with children, and 26% were married/ partnered couples without children.
▪ Pier main purpose visitors were slightly skewed toward single adults, at 40%, mainly due to the larger 34% share of Other U.S. and 52% of International residents who were single adults and constituted a higher a proportion of Pier visitors. ▪ Conversely, more of the Cirque du Soleil attendee households, 28% were married without children than the 18% of Pier visitors who were. ▪ More younger households 54% were single adults, while 44% of the mid-age group were married with children, and 37% of older households were couples without children.

5.F.b
Packet Pg. 268 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 61
▪ By income, more younger households, 45% were single adults, while in the middle age group were married with or without children, and 48% of the highest income group households were couples without children.

Table 40 - Household Composition
Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 Single adult 29.7% 39.5% 25.8% 24.7% 29.6% 28.0% 34.3% 51.8% 53.5% 21.4 %

17.1 %

45.3 %

24.9% 11.8
%
Married/partnered
couple w/children

28.8% 29.8% 29.4% 31.8% 28.8% 27.2% 28.6% 23.2% 7.9% 44.0 %

24.9 %

19.4 %

31.3% 48.1
%
Married/partnered
couple no children

26.0% 18.0% 28.3% 27.8% 25.0% 31.8% 23.8% 14.3% 25.4% 21.0 %

36.5 %

21.2 %

31.3% 28.3
%
Extended /multigeneration family 5.9% 4.8% 6.1% 6.7% 6.0% 5.0% 2.9% 8.9% 2.4% 5.1% 11.5 %

4.6% 7.1% 6.4%
Group of unrelated
individuals

2.6% 2.2% 2.7% 3.5% 2.3% 2.5% 4.8% 0.0% 3.3% 2.7% 1.6% 4.1% 1.8% 0.5% Other 4.2% 5.3% 4.2% 3.9% 4.9% 2.1% 4.8% 1.8% 5.5% 3.2% 4.7% 4.9% 2.8% 3.7% Prefer not to state 2.7% 0.4% 3.4% 1.6% 3.3% 3.3% 1.0% 0.0% 2.0% 2.7% 3.7% 0.5% 0.8% 1.1% Respondent Age Group
▪ Overall, respondents averaged 43.1 years of age.
▪ By residence, age decreased as distance away from Santa Monica increased, from 46.1 among Santa Monica residents, down to age 26.2 for International residents. ▪ By income level, as expected, the lower income group is comprised of younger people, average 36.7 years old, with the middle income group at age 45 and the highest group at age 48.5.

Table 41 – Respondent Age Group
Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 18-24 11.5% 37.3% 4.2% 4.7% 9.5% 12.6% 21.0% 51.8% 39.5% 0.0% 0.0% 17.5% 6.6% 2.1% 25-34 17.6% 17.5% 17.8% 14.9% 17.9% 19.7% 19.0% 14.3% 60.5% 0.0% 0.0% 27.2% 13.7% 8.0% 35-44 24.2% 29.8% 23.3% 25.5% 24.0% 21.8% 28.6% 23.2% 0.0% 51.9% 0.0% 24.2% 28.2% 26.7% 45-54 22.4% 4.8% 26.8% 29.8% 22.9% 21.8% 13.3% 0.0% 0.0% 48.1% 0.0% 13.4% 28.8% 33.2% 55-64 16.7% 5.3% 19.5% 17.6% 17.5% 18.0% 8.6% 8.9% 0.0% 0.0% 68.8% 12.7% 16.5% 22.5% 65+ 7.6% 5.3% 8.4% 7.5% 8.1% 6.3% 9.5% 1.8% 0.0% 0.0% 31.2% 5.1% 6.1% 7.5% Median 43.1 31.8 46.2 46.1 43.9 42.7 38.0 24.3 26.2 44.1 61.8 36.7 45.0 48.5

5.F.b
Packet Pg. 269 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 62
Ethnicity/Racial Group
▪ Overall, 63% of the respondents identified as Caucasian with 13% Hispanic/Latino, 8% Asian-American and 3% African-American.
▪ By main purpose, Pier visitors were somewhat more diverse, with 60% identifying as Caucasian, 19% Hispanic/Latino, 8% Asian-American and 4% African-American. In comparison, 65% of Cirque du Soleil attendees identified as Caucasian, 11% were Hispanic/Latino, 8% Asian-American and 3% African-American. ▪ Differences by residency were evident, as shown below. ▪ By age, many more younger respondents were Hispanic, 21% and Asian-American 13% compared to the total and to the other age groups, which were generally less diverse as age increased.
▪ The pattern for income is similar to that of age, with more diversity in the youngest groups and increasingly less diverse as income increased.

Table 42 – Ethnicity/Racial Group
Total
Main
Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 Caucasian 63.1% 59.6% 64.7% 69.0% 59.5% 64.0% 81.0% 55.4% 49.6% 63.7 %

78.0 %

55.7 %

70.7% 80.2%
Hispanic/Latino 12.7% 19.3% 11.1% 11.0% 14.0% 13.8% 6.7% 5.4% 21.1% 11.9 %

4.2% 24.0
%

9.2% 2.1%
Asian/Asian
American

8.2% 7.9% 8.0% 6.7% 9.4% 6.3% 4.8% 8.9% 12.7% 7.5% 3.9% 10.2 %

7.6% 7.5%
African/African
American

3.0% 4.4% 2.6% 0.8% 3.9% 1.3% 2.9% 5.4% 2.9% 3.7% 1.8% 3.5% 3.3% 1.6% Other 6.1% 10.5% 4.9% 4.3% 5.6% 4.6% 2.9% 33.9% 10.7
%

4.4% 3.7% 4.9% 6.4% 5.9%
Prefer not to
state

7.7% 2.2% 8.7% 9.0% 7.7% 10.0% 2.9% 1.8% 4.8% 9.0% 8.7% 2.1% 3.8% 3.2%

5.F.b
Packet Pg. 270 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 63
Gender
▪ Overall, 53% of the respondents were female and 47% were male. ▪ By main purpose, more, 55% were females than the total. ▪ By residence, the percentage of female decreases steadily with resident distance away from Santa Monica, from 58% to 39% for International residents. ▪ There is less difference in gender by age group but by income level, there were more females 56% in the lower income group, by males accounted for over 52% in each of the higher income groups.

Table 43 - Gender
Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100
100-
199 200+
Base: 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 Female 53.3% 50.4% 55.1% 58.0% 53.9% 51.9% 46.7% 39.3% 54.2% 54.4% 50.1% 56.4% 47.8% 46.5% Male 46.7% 49.6% 44.9% 42.0% 46.1% 48.1% 53.3% 60.7% 45.8% 45.6% 49.9% 43.6% 52.2% 53.5% Household Annual Income Level
▪ By residence, Santa Monica residents reported the highest median household income at $120,400, while the lowest median was for Other U.S. resident households at $86,500. ▪ There were differences by age group as expected, with the younger households at $64,800, and the middle and upper age groups close to one another at $117,000.

5.F.b
Packet Pg. 271 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 64
Table 44 – Respondent Household Annual Income Level
Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US Int'l 18-34 35-54 55+ <100 100-199 200+ Base: 1567 228 1131 255 912 239 105 56 456 730 381 567 393 187 <$15,000 1.7% 3.9% 1.2% 2.4% 1.3% 2.9% 1.9% 0.0% 4.6% 0.4% 0.8% 4.8% 0.0% 0.0% $15,000 - $24,999 2.3% 3.9% 1.4% 1.6% 2.4% 2.9% 2.9% 0.0% 5.5% 1.1% 0.8% 6.3% 0.0% 0.0% $25,000 - $49,999 8.0% 16.7% 6.2% 3.1% 9.9% 5.0% 11.4% 7.1% 17.8% 4.7% 2.9% 22.2% 0.0% 0.0% $50,000 - $74,999 13.8% 14.5% 12.6% 11.4% 14.0% 15.1% 14.3% 14.3% 18.2% 12.9% 10.2% 38.1% 0.0% 0.0% $75,000 - $99,999 10.3% 10.5% 10.5% 8.6% 10.5% 11.7% 12.4% 5.4% 9.4% 10.1% 11.8% 28.6% 0.0% 0.0% $100,000 - $124,999 10.5% 10.5% 10.2% 11.8% 9.3% 13.8% 10.5% 10.7% 9.0% 12.6% 8.4% 0.0% 42.0% 0.0% $125,000 - $149,999 6.0% 2.2% 6.7% 5.1% 6.4% 5.4% 5.7% 7.1% 3.5% 7.3% 6.6% 0.0% 23.9% 0.0% $150,000 - $174,999 4.9% 2.2% 5.3% 5.5% 5.2% 3.8% 4.8% 1.8% 2.0% 6.4% 5.2% 0.0% 19.3% 0.0% $175,000 - $199,999 3.7% 2.2% 4.2% 5.5% 3.0% 4.6% 1.9% 7.1% 3.1% 4.4% 3.1% 0.0% 14.8% 0.0% $200,000 - $224,999 3.3% 0.9% 3.8% 3.5% 3.3% 3.8% 2.9% 1.8% 0.7% 3.8% 5.5% 0.0% 0.0% 27.8% $225,000 - $249,999 1.0% 0.0% 1.0% 0.8% 1.0% 1.3% 1.0% 1.8% 0.7% 1.2% 1.0% 0.0% 0.0% 8.6% $250,000+ 7.6% 0.9% 8.8% 14.1% 7.1% 5.9% 2.9% 1.8% 2.9% 10.3% 8.1% 0.0% 0.0% 63.6% Prefer not to state 26.8% 31.6% 27.9% 26.7% 26.6% 23.8% 27.6% 41.1% 22.8% 24.8% 35.4% 0.0% 0.0% 0.0% Median $: 100,985 66,667 109,891 120,417 96,484 100,758 86,538 106,250 64,759 116,712 117,188 60,938 133,378 255,357

5.F.b
Packet Pg. 272
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 65
Cirque du Soleil Attendance and Experience
The following section discusses Cirque du Soleil attendance and experience, among the (1,265) Cirque du Soleil attendees who responded to the on-line survey.

Performance Attended
ƒ Of Cirque du Soleil patrons interviewed, 40% attended “Kooza” on a weekend afternoon performance, 26% attended on a weekday evening, 20% went Friday or Saturday night and 12% on a weekday afternoon.
o Thus, 60% of Cirque du Soleil patrons attended a weekend performance and 38% attended a weekday performance.
o As well, 53% attended in the afternoon while 45% attended at night. ƒ Nearly 42% of those whose main purpose was Cirque du Soleil went on a weekend afternoon while 26% attended on a weekday afternoon. Almost the opposite was true for those whose main purpose was to visit the Pier, of which 42% attended Cirque du Soleil on a weekday evening and 31% went on a weekend afternoon. ƒ By area, Santa Monica and LA County residents were similar, with about 42% attending on a weekend afternoon. However, more Californians, 22% attended on a weekday afternoon, while a higher share of U.S. (outside California) visitors, 35% attended on a weekend night.

Table 45a - Cirque du Soleil Performance Attended
Total
Main Purpose Residence
Pier CDS Other SM LA Co CA US
Base: Net CDS 1265 30 1094 141 239 783 195 48
Saturday 4pm, Sunday
1pm or Sunday 5pm 40.4% 30.6% 41.5% 32.6% 42.1% 41.6% 35.3% 27.1% Tuesday, Wednesday, or
Thursday 8pm: 25.7% 41.7% 25.7% 22.8% 26.3% 26.4% 21.6% 27.1% Friday or Saturday 8pm: 19.5% 19.4% 18.7% 26.0% 16.5% 19.4% 20.5% 35.6% Thursday or Friday 4pm 12.4% 8.3% 12.0% 16.3% 12.4% 10.6% 21.6% 8.5% DK/ Not sure 2.0% 0.0% 2.0% 2.3% 2.6% 2.0% 1.1% 1.7%

5.F.b
Packet Pg. 273 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 66
Table 45b – Performance Attended by Day/Time

Afternoon vs. Evening Total* Weekday vs. Weekend Total* Base: CDS 1265 Base: CDS 1265
Afternoon weekend (S-S) 40.4% Afternoon weekend (S-S) 40.4% Afternoon weekday (M-F) 12.4% Evening weekend (F-S) 19.5% Total Afternoon 52.8% Total weekend 59.9%
Evening weekday (M-Th) 25.7% Afternoon weekday (M-F) 12.4% Evening weekend (F-S) 19.5% Evening weekday (M-Th) 25.7% Total Evening 45.2% Total weekday 38.1%
* does not add to 100% due to 2% d/k
Experience with Cirque du Soleil (prior to “Kooza”)
▪ An 86% majority of on-line respondents had seen a live Cirque du Soleil production prior to “Kooza.” Only 4% did not know much about Cirque du Soleil. ▪ Having attended Cirque du Soleil before was relatively comparable by residence (excluding international residents), although it was slightly higher for L.A. County residents compared to the other residence groups.
▪ Another strong majority, 72% of those whose main purpose was the Santa Monica Pier (the day they attended Cirque du Soleil) had seen a live performance, as had 86% of those whose main purpose was to attend “Kooza”.
▪ As age group and household income level increased so did attendance at and awareness of Cirque du Soleil. This is not surprising, as age and income tend to be related.

5.F.b
Packet Pg. 274 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 67
Table 46 - Experience with Cirque du Soleil (prior to “Kooza”) Total
Main
Purpose Residence Age Income (*$1,000)
Pier CDS SM LA Co CA US 18-34 35-54 55+ <100 100-
199 200+
Base: CDS 1265 30 1094 239 783 195 48 277 630 358 411 334 178 I have seen
them perform
live before

86.2% 72.2% 86.3% 79.9% 89.0% 84.8% 74.6% 72.6% 88.6% 89.3% 78.4% 88.3% 90.4% I have not seen
them perform
live or on TV/
DVD, but I have
heard of/know a
lot about them

4.8% 11.1% 4.8% 6.9% 4.3% 3.5% 6.8% 11.6% 3.8% 2.6% 8.7% 4.8% 2.0% I have never
seen them
perform live but
have seen them
on TV or DVD

4.7% 8.3% 4.9% 7.4% 4.1% 3.9% 3.4% 6.2% 4.3% 4.7% 6.2% 3.2% 3.5% I know what
type of entertainment they
provide, but
don't knowmuch
more than that

3.3% 8.3% 3.0% 3.8% 2.2% 5.7% 15.3% 7.1% 2.8% 2.0% 4.6% 2.2% 3.8% I have only
seen/ heard the
name before

1.0% 0.0% 1.0% 1.9% 0.5% 2.1% 0.0% 2.4% 0.4% 1.4% 2.0% 1.5% 0.3%

5.F.b
Packet Pg. 275 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 68
Cirque du Soleil Show Have Seen Live
▪ Overall between 44% and 48% of those having attended a live Cirque du Soleil performance had seen “O,” “Alegria,” “Quidam,” and “Mustere.” Another one-third had seen “Dralion” and “Corteo.”
▪ The following table compares by residence, age and income the live Cirque du Soleil performances seen.

Table 47 - Cirque du Soleil Show Seen Live
Total
Main
Purpose Residence Age Income (000)
Pier CDS SM LA Co CA US 18-34 35-54 55+ <100 100-
199 200+
Base: Seen CDS 1061 22 918 188 677 159 37 199 548 314 322 286 160 "O" (Las Vegas) 48.1% 50.0% 48.0% 41.6% 50.9% 42.5% 52.3% 40.6% 50.8% 45.6% 38.5% 53.8% 46.8% Alegría 45.6% 15.4% 47.3% 45.8% 48.1% 35.4% 31.8% 28.3% 48.1% 48.8% 40.5% 42.4% 45.2% Quidam 44.9% 34.6% 46.8% 52.7% 44.3% 42.1% 18.2% 33.2% 45.1% 51.0% 48.3% 43.5% 40.1 %
Mystère (Las
Vegas)

44.1% 26.9% 43.5% 41.0% 44.0% 45.8% 61.4% 50.4% 43.3% 42.6% 41.5% 46.6% 45.5% Dralion 33.2% 19.2% 33.6% 30.2% 33.8% 36.3% 25.0% 26.6% 32.0% 39.9% 30.8% 31.0% 41.3% Corteo 30.3% 34.6% 31.0% 18.0% 32.9% 37.9% 15.9% 38.5% 30.2% 26.3% 29.4% 34.2% 33.7% Varekai 26.7% 3.8% 27.4% 20.1% 28.2% 29.2% 25.0% 31.1% 27.3% 22.7% 26.0% 30.4% 28.8% Saltimbanco 24.5% 11.5% 25.5% 22.8% 25.4% 19.2% 43.2% 8.2% 25.6% 30.8% 20.5% 23.6% 29.8% KÀ (Las Vegas) 23.3% 38.5% 22.9% 23.4% 23.5% 21.7% 27.3% 32.8% 23.5% 17.7% 24.6% 23.2% 27.6 %
The Beatles LOVE
(Las Vegas)

16.3% 26.9% 16.5% 14.7% 15.9% 20.8% 13.6% 18.0% 16.3% 15.2% 15.5% 12.9% 22.1 %
Zumanity (Las
Vegas)

16.2% 19.2% 15.6% 15.3% 16.3% 17.1% 15.9% 27.9% 15.8% 10.9% 15.5% 19.2% 21.5% DELIRIUM 8.2% 7.7% 8.5% 9.0% 7.4% 9.6% 13.6% 11.5% 6.8% 9.8% 7.3% 8.6% 10.3 %
La Nouba
(Orlando only)

8.0% 3.8% 8.4% 5.4% 8.4% 8.3% 15.9% 10.7% 9.1% 3.9% 8.0% 9.9% 12.8 %

CRISS ANGEL
Believe (Las
Vegas)

2.8% 0.0% 2.9% 2.4% 2.6% 2.9% 9.1% 3.7% 2.9% 1.8% 3.0% 2.3% 4.2% Wintuk 2.0% 0.0% 2.2% 2.4% 2.3% 0.4% 0.0% 1.6% 2.7% 0.5% 0.5% 3.6% 1.9% OVO 0.9% 0.0% 1.0% 0.0% 0.9% 2.5% 0.0% 1.6% 0.8% 0.7% 1.1% 1.9% 0.0% Viva ELVIS (Las
Vegas)

0.5% 0.0% 0.4% 1.8% 0.2% 0.0% 0.0% 0.0% 0.6% 0.2% 0.2% 0.4% 1.3% ZED (in Tokyo) 0.3% 0.0% 0.3% 0.0% 0.4% 0.0% 0.0% 0.4% 0.3% 0.2% 0.2% 0.8% 0.0% Banana Shpeel 0.2% 0.0% 0.2% 0.0% 0.3% 0.0% 0.0% 0.0% 0.0% 0.7% 0.5% 0.0% 0.0% ZAIA (in Macau) 0.1% 0.0% 0.1% 0.0% 0.0% 0.0% 2.3% 0.0% 0.1% 0.0% 0.0% 0.0% 0.0% Don't remember 12.8% 3.8% 13.2% 18.3% 11.1% 14.6% 6.8% 6.1% 13.6% 14.5% 10.3% 11.4% 15.1%

5.F.b
Packet Pg. 276 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 69

5.F.b
Packet Pg. 277 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 70
“Kooza” Rating
▪ More than 85% of all attendees indicated that they highly liked “Kooza.” This was consistent across purpose, residence, ages and income groups, as shown below. ▪ On the rating scale (1 = least to 10 = most), attendees rated “Kooza” at 8.93, overall. A 9.14 rating was given by those whose main purpose was visiting the Pier, a 9.11 rating by California residents, 9.06 by both those aged 18-34 and those with annual household income under $100,000, and 9.05 by those with incomes of $100,000 - 199,000.
▪ Only 1.5% rated the show at 3 or less.

Table 48 – Rating How Well Liked “Kooza”
Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US 18-34 35-54 55+ <100
100-
199 200+
Base: Net 1265 30 1094 239 783 195 48 277 630 358 411 334 178

10. Extremely like 53.0% 69.4% 53.0% 60.3% 49.3% 56.9% 64.4% 56.2% 53.3% 50.2% 55.5% 54.7% 50.1% 9 21.6% 8.3% 21.2% 14.4% 24.8% 19.8% 10.2% 17.0% 22.1% 23.5% 18.6% 24.8% 31.6% 8 10.7% 8.3% 10.6% 10.0% 10.7% 11.7% 10.2% 16.4% 8.9% 11.1% 12.7% 8.4% 7.2% Top 3 85.3%86.0%84.8%84.7%84.8%88.4%84.8% 89.6
%

84.3% 84.8%86.8%87.9%88.9%
7 6.3% 2.8% 6.4% 6.7% 6.3% 6.0% 3.4% 5.4% 5.3% 9.3% 8.7% 4.1% 3.5% 6 2.5% 2.8% 2.8% 0.5% 3.4% 1.4% 3.4% 1.8% 3.0% 1.8% 1.4% 2.8% 2.3% 5 3.3% 8.3% 3.3% 4.8% 2.8% 3.2% 5.1% 0.6% 4.9% 1.4% 1.4% 3.0% 2.0% 4 1.0% 0.0% 1.0% 1.7% 0.8% 1.1% 1.7% 1.5% 0.6% 1.8% 0.7% 1.1% 0.6% 3 0.8% 0.0% 0.8% 0.5% 1.2% 0.0% 0.0% 0.6% 1.1% 0.2% 0.5% 0.6% 0.6% 2 0.3% 0.0% 0.3% 0.2% 0.4% 0.0% 0.0% 0.3% 0.3% 0.2% 0.0% 0.4% 0.9%

1. Extremely dislike 0.4% 0.0% 0.5% 1.0% 0.3% 0.0% 1.7% 0.3% 0.5% 0.4% 0.4% 0.2% 1.2% Mean rating 8.93 9.14 8.92 8.96 8.89 9.11 8.95 9.06 8.89 8.94 9.06 9.05 8.99 Likeliness to Recommend “Kooza”
▪ On the rating scale (1 = least likely to 11 = most likely to recommend), attendees rated their likelihood to recommend “Kooza” at 9.98 overall. ▪ Many segments rated their likeliness at over 10, including those mainly visiting the Pier, Californians, those aged 18-34, those with annual household income under $100,000, and with incomes of $100,000 - 199,000, consistent with the groups with the highest ratings for liking “Kooza.”

5.F.b
Packet Pg. 278 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 71
Table 49 – Likeliness to Recommend “Kooza” to Others
Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US 18-34 35-54 55+ <100 100-
199 200+
Base: Net 1265 30 1094 239 783 195 48 277 630 358 411 334 178

11. Most likely
to recommend 66.4% 80.6% 66.1% 68.4% 65.5% 71.0% 50.8% 70.8% 66.7 % 62.8% 68.6% 70.2% 66.1%
10 11.9% 2.8% 11.8% 9.1% 13.1% 8.5% 20.3% 10.4% 11.6% 13.6% 9.8% 12.1% 20.0% 9 5.8% 2.8% 5.4% 6.0% 5.3% 7.1% 8.5% 9.2% 5.3% 4.7% 6.8% 6.0% 5.2% 8 6.1% 2.8% 6.2% 4.3% 7.1% 4.6% 1.7% 3.9% 5.4% 9.3% 8.4% 4.5% 2.9% Top 3: 90.2%89.0%89.5%87.8%91.0%91.2%81.3% 94.3
% 89.0%90.4%93.6%92.8%94.2%
7 2.4% 2.8% 2.7% 0.5% 2.8% 3.2% 3.4% 1.8% 2.7% 2.2% 1.4% 2.0% 0.9% 6 2.6% 0.0% 2.7% 5.7% 1.6% 1.1% 8.5% 0.6% 2.4% 4.5% 2.0% 1.3% 0.6% 5 1.5% 2.8% 1.5% 3.8% 0.4% 3.2% 1.7% 0.9% 2.2% 0.2% 0.5% 0.6% 0.3% 4 1.1% 2.8% 1.2% 0.2% 1.4% 0.7% 1.7% 0.6% 1.3% 0.8% 1.2% 0.0% 0.0% 3 0.5% 0.0% 0.5% 0.2% 0.6% 0.7% 0.0% 1.2% 0.3% 0.6% 0.4% 0.6% 1.4% 2 0.2% 2.8% 0.2% 0.0% 0.3% 0.0% 1.7% 0.0% 0.3% 0.2% 0.0% 0.4% 0.3%

1. Least likely
to recommend 1.5% 0.0% 1.7% 1.7% 1.8% 0.0% 1.7% 0.6% 1.9% 1.2% 0.9% 2.4% 2.3% Mean rating 9.98 10.11 9.94 9.92 9.98 10.16 9.47 10.24 9.93 9.92 10.12 10.12 10.15

5.F.b
Packet Pg. 279 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) City of Santa Monica
Profile of Cirque du Soleil “Kooza” Attendees and Santa Monica Pier Visitors LSC Page 72
Likeliness to Attend another Show by Cirque du Soleil
▪ Again, reflecting their satisfaction with the performance and willingness to recommend it to others, 72% of attendees said they were highly likely to recommend the show to attend another Cirque du Soleil show. ▪ Again, this high level was consistent across purpose, residence, ages and income groups, as shown below.
▪ On the 10-point scale, the overall rating was 9.24.

Table 50 - Likeliness to Attend another Cirque du Soleil Show Total
Main Purpose Residence Age Income ($000)
Pier CDS SM LA Co CA US 18-34 35-54 55+ <100
100-
199 200+
Base: Net 1265 30 1094 239 783 195 48 277 630 358 411 334 178

10. Very
likely 71.5% 86.1% 70.7% 68.2% 71.3% 77.7% 69.5% 81.0% 72.1% 63.6% 74.3% 76.4% 71.9% 9 10.5% 0.0% 10.4% 10.3% 11.8% 6.4% 3.4% 8.0% 9.7% 14.0% 14.1% 9.3% 9.3% 8 6.9% 8.3% 7.4% 10.5% 6.0% 5.3% 10.2% 5.1% 7.9% 5.9% 4.5% 3.9% 10.1% Top 3: 88.9%94.4%88.5%89.0%89.1%89.4%83.1% 94.1
% 89.7% 83.5%92.9%89.6%91.3%
7 3.0% 0.0% 3.3% 3.8% 2.6% 2.5% 6.8% 1.5% 2.6% 4.9% 2.5% 2.2% 2.0% 6 3.1% 2.8% 3.4% 1.2% 3.4% 5.3% 0.0% 2.7% 3.6% 2.2% 2.7% 1.7% 2.9% 5 2.5% 0.0% 2.5% 1.2% 3.2% 0.7% 5.1% 0.9% 2.4% 3.8% 1.2% 3.9% 0.6% 4 1.4% 0.0% 1.2% 3.3% 0.8% 1.4% 0.0% 0.9% 0.6% 3.4% 0.2% 1.7% 0.9% 3 0.3% 0.0% 0.3% 0.0% 0.2% 0.7% 1.7% 0.0% 0.2% 0.8% 0.0% 0.6% 0.0% 2 0.2% 0.0% 0.2% 0.2% 0.2% 0.0% 1.7% 0.0% 0.2% 0.2% 0.2% 0.0% 0.6%

1. Very
unlikely 0.7% 2.8% 0.7% 1.2% 0.6% 0.0% 1.7% 0.0% 0.6% 1.2% 0.4% 0.4% 1.7% Mean 9.24 9.47 9.22 9.14 9.26 9.37 8.90 9.57 9.28 8.93 9.47 9.33 9.24

5.F.b
Packet Pg. 280 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Intercept Survey 2009
Lauren Schlau Consulting Page 1 of 7

INTERCEPT SURVEY
INFO
A. INTERVIEWER CODE
B. INTERVIEW LOCATION



Pier – Pacific Park
Pier – Carousel area
C. WEATHER:  fair and warm  overcast and warm
 fair and cool  overcast and cool
D. TIME/DAY  afternoon weekday (M-F noon-6 pm)  evening weekday (M-F 6 pm-12 am) INTERVIEW:  afternoon weekend (S-S noon-6 pm)  evening weekend (S-S 6 pm-12 am) INTRO
Hello, I'm conducting a brief survey about your visit to Santa Monica today. Your answers are totally anonymous and you will receive a small thank you gift for your time. Do you have a few minutes now? (CLICK NEXT TO CONTINUE)

SCREENER
S1. Are you in Santa Monica today OTHER THAN to attend school or for regular daily work?  YES
 NO, Working or going to school TERMINATE

MAIN QUESTIONNAIRE
1a. Where do you reside?
 Santa Monica (ASK 1b.)
 A city or area within Los Angeles County (ASK 1b.)
 In California outside L.A. County (ASK 1b.)
 In another U.S State outside California (ASK 1b.)
 In a country outside the U.S.
1b. What is your home zip code: _______________ [IF Santa Monica in 1a Skip to 3a]

2. Have you visited Santa Monica in the past 12 months for any reason other than regular work or to attend school?
 YES, visited before
 NO, First time in past 12 months SKIP TO Q 3
2a. How many times? Visits in past 12 months
3a. What is the MAIN venue or specific activity you are doing in Santa Monica today? 3b. What OTHER activities or venues have or do you plan to do in Santa Monica today?

5.F.b
Packet Pg. 281 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Intercept Survey 2009
Lauren Schlau Consulting Page 2 of 7
3a.

MAIN
3b.

OTHER
See Cirque du Soleil  ‰
Attend a special event (not CS)  ‰
Visit the Santa Monica Pier  ‰
Go to Pacific Park  ‰
Go to the Santa Monica Beach  ‰
Go to 3rd Street Promenade  ‰
Go to Main Street/Farmers Market  ‰
Go to Montana Avenue  ‰
Eat in a Santa Monica restaurant  ‰
Attend an art museum  ‰
Go to a Santa Monica night club or bar  ‰
Conduct Business or attend a meeting or conference  ‰
Visit friends or relatives/personal or family related  ‰ Shop/browse  ‰
See a movie  ‰
Bike/skate/stroll on the boardwalk or promenade  ‰
Just walk around/sightsee/hang out  ‰
Other  ‰
No other venues/activities  ‰
Note Pier or Pacific Park MUST be checked in either 3a or 3b In 3a or 3b, if CS is mentioned ask5CS
In 3a or 3b, if Pier or Pacific Park is mentioned but NOT CS Skip to 7CS

5CS. How many Cirque du Soleil tickets did you buy and how much in total did you spend on these tickets?
# tickets #_________
$ spent $ _________

SKIP TO 8P+CS.

6CS+P You are on the Santa Monica Pier today. Did going to Cirque du Soleil impact your decision to visit the Pier?
 Yes - I saw the Pier from Cirque du Soleil and wanted to go there too  Yes – I saw the Pier from Cirque du Soleil and want to visit it another time but not today


Yes – I heard about the Pier from Cirque marketing or it’s web site No impact – I went to Cirque du Soleil because I saw the tent from the Pier
 No impact - separately decided to visit both today

7CS+P When did you decide to visit the Pier?
 Earlier or before arriving in Santa Monica
 Upon arriving in Santa Monica
 Today, from the Cirque du Soleil area

4P. You didn't say you are attending Cirque du Soleil today. Why aren't you?  Saw it already
 Plan to see it another time
 We're with other who don't want to/can't see it
 Doesn't interest me
 Don't know about it

5.F.b
Packet Pg. 282 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Intercept Survey 2009
Lauren Schlau Consulting Page 3 of 7



Heard bad things about it
Too hard to park/hassle to get there
Too expensive
 Other (Specify) __________________________
5P. Which specific activities have or do you plan to do on the Pier today? ‰
‰
Ride the Pier Carousel
Ride rides at Pacific Park
‰
‰
Play games at Pacific Park
Play games at the Playland Arcade
Eat at the Pacific Park food outlets
‰ Eat at a Pier restaurant/snack shop
‰ Visit the Pier Aquarium
‰ Browse or shop at Pier shops
‰ Just stroll/sightsee
‰ Go fishing
‰ Other (Specify) ________________________
6P+CS Overall how do you rate your experience on the Pier today?  Extremely enjoyable SKIP TO 8P + CS
 Very enjoyable SKIP TO 8P + CS
 Somewhat enjoyable SKIP TO 8P + CS
 Somewhat unenjoyable GO TO 7
 Very unenjoyable GO TO 7
 Haven't been there yet GO TO 7
7P+CS Why do you say that?
‰ Hard to park /not enough parking
‰ Parking is too expensive
‰ Pier doesn't have what I want
‰ Not my kind of people
‰ Too crowded
‰ Poor/bad service at Pier businesses
‰ Too many homeless people in area
‰ Don't feel safe on the Pier
‰ Not appeal/don't like
‰ Other
8P+ CS a. Did you spend any money today at the Santa Monica Pier?  NO – Ask 8 P+SC b.
 Yes – Ask 8P+SC a.
b. Did you spend any money today at Cirque de Soleil?
 NO - Ask 8 P+SC c.
 Yes – Ask 8 P+SC b.
c. Did you spend any money today in Santa Monica away from the Pier and Cirque?  NO – Skip to 10a.
 Yes – Ask 8 P+SC c.

5.F.b
Packet Pg. 283 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Intercept Survey 2009
Lauren Schlau Consulting Page 4 of 7
Î How much did you spend TODAY on the following items…. (ENTER IN US$ OR “0” IF NOT

APPLICABLE)
a. a. On the SM Pier?
Rides and arcade games at Pacific Park $
Food/meals at Pacific Park $
Beverages at Pacific Park
Gifts/souvenirs at Pacific Park $
Admission tickets $
Food/meals not at Pacific Park $
Beverages not at Pacific Park
Gifts/souvenirs not at Pacific Park $
Other spending on the Pier $
b. b. At Cirque du Soleil?
Food inside Cirque
Beverages inside Cirque
Gifts/souvenirs inside Cirque

c. c. In Santa Monica
(excl. SM Pier + CS)?
Meals/snacks food in Santa Monica $
Beverages $
Gifts/souvenirs/other shopping items $
Other spending
Movie or club or other entertainment admissions $
Other transportation costs (gas, fares, etc) $
Overnight lodging in Santa Monica $
Other spending
8b P+CS How many people is this spending for?
10a. Have you visited the Pier in the past 12 months?
 YES


First time in past 12 mos.

NO, Haven't visited SKIP TO 11a
10b. How many times in the past 12 months have you visited the Pier? 11a. How did you arrive to this area today?
 Drove or was a passenger in a private auto, SUV other vehicle ASK 11b.  Walked, biked or skated here SKIP TO 15a
 Arrived by public bus, tour bus, taxi, shuttle, limo, other means SKIP TO 15a
11b. a. Where did you park TODAY?
b. Where do you park USUALLY when you visit the Santa Monica Pier? a. Today b. Usually
On the Pier  
The Beach lot at Cirque du Soleil  
Surface lot across Ocean Avenue  
2030 Beach Lot (# 4 South) (Ocean at Bicknell)  

5.F.b
Packet Pg. 284 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Intercept Survey 2009
Lauren Schlau Consulting Page 5 of 7
Civic Center parking structure  
Another SM Beach parking lot  
Santa Monica Place mall  
Other parking structure or lot  
On the street or elsewhere  
12a. How many people were in your car? _____
12b. How much did you spend on parking your car today? _______________

13. Why did you park in this lot today?
 I/we usually park there


My/our usual lot was full so I/we parked there
It was convenient to where I/we were going


It was reasonably priced
I/we were directed to this lot by Cirque e-mail or parking attendant

14. How easy or difficult was it to find or access the parking today compared to when you usually come to Santa Monica or the Pier?
 4- easier
 3- about the same
 2- Somewhat more difficult


1 –Much more difficult
0 – Not applicable/rarely visit the Pier
15a. How does parking impact your visiting SANTA MONICA in general? (check all that apply) 15b. How does parking impact your generally visiting the PIER? (check all that apply) 15a. SM 15b. PIER
Come less often Come less often
Come at different times of the day Come at different times of the day Come at different days of the week Come at different days of the week

Don't come in the summer Don't come in the summer
Don’t come on weekends Don’t come on weekends
Come when no special events Come when no special events Park farther away and walk Park farther away and walk
Take public transit or other means
to get there
Take public transit or other means
to get there

No impact: parking not a problem
No impact: rarely visit Santa
Monica
No impact: don’t drive to Santa
Monica
Other no impact/not applicable

No impact: parking not a problem
No impact: rarely visit the Pier
No impact: don’t drive to the Pier
Other no impact/not applicable

16. Are you doing activities in Santa Monica for the day only or are you staying overnight in Santa Monica?
 Resident day activities only ASK 17


Non-resident day only activities
Overnight non resident
ASK 17
SKIP TO 18

5.F.b
Packet Pg. 285 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Intercept Survey 2009
Lauren Schlau Consulting Page 6 of 7

17. How many hours are you doing activities for in Santa Monica today? Skip to 20

18. How many nights are you staying overnight in Santa Monica? ASK 19

19. What type of lodging did you stay in while in Santa Monica:
 Hotel motel or youth hostel
 Corporate apartment (paid)
 Private residence of friends or family (unpaid)
 Other

JUST A FEW OTHER QUESTIONS (CLICK NEXT TO CONTINUE)

20. Which of the following best describes your group today?  Alone
 A couple
 A family group (2+ people)
 A mixed group of family and/or friends or co-workers
 An organized tour group
 Other

21. How many are in your immediate group today including yourself? Under age 18? __ [can be 0] Age 18 or over?___ [program at least 1 for this option]

22. Check the coice that best describes your household composition?  A. Single adult
 B. Married/partnered couple without children
 C. Married/partnered couple with children
 D. Group of unrelated individuals
 E. Extended generational family group
 F. Other

23. Check the coice that represents your age group:
 A. 18-24
B. 25-34
C. 35-44
D. 45-54
E. 55-64
F. 65+
G. Prefer not to state

24. Check the coice that best represenst the group(s) you most identify as?  A. African/African American
 B. Asian/Asian American
 C. Caucasian
 D. Hispanic/Latino
 E. Other
 F. Prefer not to state

25. Check the coice that best represents your total expected 2009 household income?  Less than $15,000
 $15,000 - 24,999
 $25,000 - 49,999

5.F.b
Packet Pg. 286 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Intercept Survey 2009
Lauren Schlau Consulting Page 7 of 7  $50,000 – 74,999  $75,000 – 99,999  $100,000 – 124,999  $125,000 – 149,999 $150,000 – 174,999
$175,000 – 199,999
$200,000 – 224,999
$225,000 – 249,999
$250,000 and over
Prefer not to state

26. OBSERVE GENDER AND ENTER:  Male  Female
Thank you and here is your gift.

5.F.b
Packet Pg. 287 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Internet Survey 2009
Lauren Schlau Consulting Page 1 of 7

INTERNET SURVEY
E-MAIL INTRO Message (not in body of survey)
On behalf of the City of Santa Monica, Cirque du Soleil has selected you to participate in a brief online survey about your experience at the Cirque du Soleil’s “Kooza” in Santa Monica.

Your responses are totally anonymous and confidential. You will not be further solicited by responding.

We would like the survey returned within one week of this date.

Please click on the link below to access the survey.

Thank you very much!

(CLICK NEXT TO CONTINUE)

SCREENER
S1. Are you at least 18 years of age?
 YES
 NO TERMINATE
S2. Just to verify, did you personally attend Cirque du Soleil’s “Kooza” in Santa Monica?  YES
 NO did not Attend TERMINATE
S3. Which performance did you attend:
Tuesday, Wednesday, or Thursday 8:00 pm:
 Friday or Saturday 8 Pm:
Thursday or Friday 4 pm:
 Saturday 4:pm, Sunday 1 pm or Sunday 5 pm:

MAIN QUESTIONNAIRE
1a. Where do you reside?
 Santa Monica (ASK 1b.)
 A city or area within Los Angeles County (ASK 1b.)
 In California outside L.A. County (ASK 1b.)
 In another U.S State outside California (ASK 1b.)
 In a country outside the U.S.
1b. What is your zip code: _______________ If Santa Monica resident in 1a, Skip to 3a.

2. Have you visited Santa Monica in the past 12 months for any reason other than regular work or to attend school?
 YES, visited before Ask 2a
 NO, this was the first time in past 12 months SKIP TO Q 3 2a. How many Visits in past 12 months ?
3a. Thinking about the day you attended Cirque du Soleil, what was the MAIN venue or specific activity you came to Santa Monica for that day? (check one below) 3b. What OTHER activities or venues did you do in Santa Monica that day? (check as many as apply below)

5.F.b
Packet Pg. 288 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Internet Survey 2009
Lauren Schlau Consulting Page 2 of 7
3a. MAIN

PURPOSE
3b. OTHER

PURPOSE
See Cirque du Soleil  ‰
Attend a special event (not CS)  ‰
Visit the Santa Monica Pier  ‰
Go to Pacific Park  ‰
Go to the Santa Monica Beach  ‰
Go to 3rd Street Promenade  ‰
Go to Main Street/Farmers Market  ‰
Go to Montana Avenue  ‰
Eat in a Santa Monica restaurant  ‰
Attend an art museum  ‰
Go to a Santa Monica night club or bar  ‰
Conduct Business or attend a meeting or
conference
 ‰
Visit friends or relatives/personal or family related  ‰ Shop/browse  ‰
See a movie  ‰
Bike/skate/stroll on the boardwalk or promenade  ‰
Just walk around/sightsee/hang out  ‰
Other  ‰
No other venues/activities  ‰
In 3a or 3b, if CS is mentioned but NOT PIER or PACIFIC PARK ask 4CS In 3a or 3b, if CS is mentioned AND PIER and/or PACIFIC PARK ask5CS 4CS. You didn't say you visited the Santa Monica Pier or Pacific Park that day. Why didn't you? (please read each option below and check one)


Only did those other things I checked above
Not enough time to go to the Pier
 Plan to go another time
 Pier doesn't interest me
 Don't like it/heard bad things about it
 With others who don't want to go there that day



Don't know about the Pier
Too hard to park/hassle to get there
Too crowded
 Other (Specify) __________________________

5CS. How many tickets did you buy for that Cirque du Soleil performance and how much in total did you spend on these tickets?
# tickets #_________
$ spent $ _________

SKIP TO 8P+CS.

6CS+P You indicated you went to the Santa Monica Pier that day. Did being at Cirque du Soleil impact your decision to visit the Pier? (Please read each option carefully and check one answer)  Yes – I/we saw the Pier from Cirque du Soleil and wanted to go there too
ASK 7CS
 Yes - seeing the Pier from Cirque du Soleil made me/us want to visit it sometime but not that day
SKIP TO 8P+CS


Yes – I/we heard about the Pier from Cirque du Soleil marketing or from it’s web site and wanted to go there too
No – I/we went to Cirque du Soleil because I/we saw the tent from the Pier
ASK 7CS
ASK 7CS
 No impact - separately decided to visit both that day ASK 7CS

5.F.b
Packet Pg. 289 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Internet Survey 2009
Lauren Schlau Consulting Page 3 of 7
 No impact - already intended to visit the Pier another time SKIP TO 8P+CS  No impact - no intention to visit the Pier then or in the future SKIP TO 8P+CS 7CS+P When did you decide to visit the Pier?
 Before arriving in Santa Monica
 Upon arriving in Santa Monica
 From the Cirque du Soleil area
ASK Q. 5P
5P. Which specific activities did you do on the Pier that day? CS + P ‰
‰
Ride the Pier Carousel
Ride rides at Pacific Park
‰
‰
Play games at Pacific Park
Eat at the Pacific Park food outlets
‰ Play games at the Playland Arcade
‰ Eat at a Pier restaurant/snack shop
‰ Visit the Pier Aquarium
‰ Hear music or dancing at Rusty's
‰ Browse or shop at Pier shops
‰ Just stroll/sightsee
‰ Go fishing
‰ Other (Specify) ________________________
6P+CS Overall how do you rate your experience on the Pier that day?  Extremely enjoyable SKIP TO 8P + CS
 Very enjoyable SKIP TO 8P + CS
 Somewhat enjoyable SKIP TO 8P + CS
 Somewhat unenjoyable GO TO 7 P + CS
 Very unenjoyable GO TO 7 P + CS

7P+CS Why do you say that?
‰ Hard to park /not enough parking
‰ Parking is too expensive
‰ Pier doesn't have what I want
‰ Not my kind of people
‰ Too crowded
‰ Poor/bad service at Pier businesses
‰ Too many homeless people in area
‰ Don't feel safe on the Pier
‰ Not appeal/don't like
‰ Other
8P+ CS a. Did you spend any money that day at the Santa Monica Pier?  NO – Ask 8 P+SC b.
 Yes – Ask 8P+SC a.
b. Did you spend any money that day at Cirque du Soleil?  NO - Ask 8 P+SC c.
 Yes – Ask 8 P+SC b.
c. Did you spend any money that day in Santa Monica away from the Pier and Cirque du Soleil?

5.F.b
Packet Pg. 290 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Internet Survey 2009
Lauren Schlau Consulting Page 4 of 7
 NO – Skip to 10a.
 Yes – Ask 8 P+SC c.

Î How much did you spend THAT DAY on the following items…(ENTER IN US$ OR “0” IF NOT

APPLICABLE)
a. a. On the SM Pier?
Rides and arcade games at Pacific Park $
Food/meals at Pacific Park $
Beverages at Pacific Park $
Gifts/souvenirs at Pacific Park $
Admission tickets $
Food/meals not at Pacific Park $
Beverages not at Pacific Park
Gifts/souvenirs not at Pacific Park $
Other spending on the Pier $
b. b. At Cirque du Soleil?
Food inside Cirque $
Beverages inside Cirque $
Gifts/souvenirs inside Cirque $

c. c. In Santa Monica
(excl. SM Pier + Cirque
du Soleil)?
Meals/snacks food in Santa Monica $
Beverages $
Gifts/souvenirs/other shopping items $
Other spending $
Movie or club or other entertainment admissions $
Other transportation costs (gas, fares, etc) $
Overnight lodging in Santa Monica $
Other spending $
8b P+CS How many people is this spending for?
10a. Have you visited the Santa Monica Pier in the past 12 months?  YES


First time in past 12 mos.

NO, Haven't visited SKIP TO 11a
10b. How many times in the past 12 months have you visited the Santa Monica Pier? 11a. How did you arrive in Santa Monica the day you attended Cirque du Soleil?  Drove or was a passenger in a private auto, SUV other vehicle ASK 11b.  Didn't park; walked, biked or skated here SKIP TO 15a  Didn't park; arrived by public bus, tour bus, taxi,
shuttle, limo, other means SKIP TO 15a

5.F.b
Packet Pg. 291 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Internet Survey 2009
Lauren Schlau Consulting Page 5 of 7
11b. a. Where did you park THAT DAY? (ckeck one option below) b. Where do you park USUALLY when you visit the Santa Monica Pier? (ckeck one option below) a. That Day b. Usually for Pier
The lot AT Cirque du Soleil  
Surface lot across Ocean Avenue  
2030 Beach Lot (# 4 South) (Ocean at Bicknell)  
Civic Center parking structure  
Another SM Beach parking lot  
On the Pier  
Santa Monica Place mall  
Other parking structure or lot  
On the street or elsewhere  
Don’t usually go to the Pier X 
12a. How many people were in your car? _____
12b. How much did you pay for parking that day? $ ___________

13. Why did you park in that lot that day?
 I/we usually park there


My/our usual lot was full so I/we parked there
It was convenient to where I/we were going


It was free or reasonably priced
I/we were directed to this lot by Cirque du Soleil e-mail

14. How easy or difficult was it to find or access the parking that day compared to when you usually visit Santa Monica or the Pier?
 4- easier
 3- about the same
 2- Somewhat more difficult
 1 –Much more difficult
15a. How does parking impact your visiting SANTA MONICA in general? (check all that apply) 15b. How does parking impact your visiting the PIER in general? (check all that apply) 15a.

SM
15b.

PIER
No impact: parking not a problem
No impact: rarely visit Santa Monica
No impact: don’t drive to Santa Monica
Other no impact/not applicable

No impact: parking not a problem
No impact: rarely visit the Pier
No impact: don’t drive to the Pier
Other no impact/not applicable

Come less often Come less often
Come at different times of the day Come at different times of the day Come at different days of the week Come at different days of the week Don't come in the summer Don't come in the summer
Don’t come on weekends Don’t come on weekends
Come when no special events Come when no special events Park farther away and walk Park farther away and walk
Take public transit or other means to get to
Santa Monica
Take public transit or other means to
get to the Pier

5.F.b
Packet Pg. 292 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Internet Survey 2009
Lauren Schlau Consulting Page 6 of 7

16. Were you in Santa Monica for that day only or did you stay overnight in Santa Monica?  Santa Monica resident ASK 17
 Day only ASK 17
 Overnight SKIP TO 18

17. How many hours were you in Santa Monica that day for activities? Skip to 20

18. How many nights did you stay overnight in Santa Monica for that visit? ASK 19

19. What type of lodging did you stay in while in Santa Monica for that visit?  Hotel motel or youth hostel
 Corporate apartment (paid)
 Private residence of friends or family (unpaid)
 Other

JUST A FEW OTHER QUESTIONS (CLICK NEXT TO CONTINUE)

20. Which of the following best describes your group that day?  Alone
 A couple
 A family group (2+ people)
 A mixed group of family and/or friends or co-workers
 An organized tour group
 Other

21. How many were in your immediate group that day including yourself? Under age 18? Age 18 and over?_______

22. Which of the following letters best describes your household composition?  A. Single adult
 B. Married/partnered couple without children
 C. Married/partnered couple with children
 D. Group of unrelated individuals
 E. Extended generational family group
 F. Other

23. Please check your age group:
 18 - 24
 25 - 34
 35 - 44
 45 – 54
 65 – 70
 71 and over
 Prefer not to state

24. Check which heritage group(s) you most identify as?  African/African American
 Asian/Asian American
 Caucasian
 Hispanic/Latino

5.F.b
Packet Pg. 293 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Cirque-Pier Internet Survey 2009
Lauren Schlau Consulting Page 7 of 7



Pacific Islander
Native American
Other
 Prefer not to state

25. Please check which group represents your total expected 2009 household income?  Less than $15,000
 $15,000 - 24,999
 $25,000 - 49,999
 $50,000 – 74,999
 $75,000 – 99,999
 $100,000 – 124,999
 $125,000 – 149,999
 $150,000 – 174,999
 $175,000 – 199,999
 $200,000 – 224,999
 $225,000 – 249,999
 $250,000 and over
 Prefer no to state

26. Are you?
 Male
 Female
Thank you very much! _________

5.F.b
Packet Pg. 294 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Appendix II: Economic Impact Methodology

5.F.b
Packet Pg. 295
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Appendix II. Methodology
Methodology >> Gross Economic Impacts• Gross economic impacts measure the total positive impacts of Cirque du Soleil’s presence in Santa Monica. As described above they quantify both the direct impact of Cirque du Soleil (CDS), as well as the indirect and induced impacts generated as initial spending circulates through the economy. • To better understand CDS’s impacts throughout Santa Monica, gross economic impacts are reviewed in two parts:
– Onsite Impacts– Offsite Impacts
• Onsite impacts are made up of the impacts of the direct CDS operations and the additional visitor spending at third party operations within the tent.
• Offsite impacts are made up of CDS’s visitor spending offsite, on the Pier and within the rest of Santa Monica.

Onsite Impacts
• CDS operations are evaluated through an expenditure approach, while in-tent visitor spending is evaluated using a revenue approach.
• In the expenditure approach, expenditures are evaluated by industry. AECOM utilizes local Los Angeles expenditure information provided by CDS. These expenditures are adjusted to account for CDS ex py enditures to businesses and residents located within the cit y of Santa Monica. Re
gional adjustments
were estimated by AECOM based on conversations with CDS. • Multipliers are then applied to the regionally adjusted industry purchases. This figure represents the indirect and induced impacts.
• Onsite direct impacts (the 1st round of economic activity) are the total ticket revenues generated by CDS in S t M i H k l d i th t CDS i t l l d ti Santa
Monica.

However, ac
knowle
d
ging th
at CDS is not a local or
domestic company and h f th d muc
h of these
revenues will not materially impact the Santa Monica economy, we have conservatively represented the direct impact as total expenditures generated by CDS.

Appendix Tables II-1

5.F.b
Packet Pg. 296
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Appendix II. Methodology
Methodology >> Gross Economic Impacts• Direct impacts are added back to the indirect and induced impacts to estimate total impacts as a result of CDS operating expenditures.
• Visitor in-tent spending is calculated based on revenues. Data from the survey was used to estimate per capita spending of CDS visitor spending within the tent. (Visitor in-tent spending is equivalent to business revenues.)
• These revenues were evaluated by type of industry. Multipliers are then applied directly to these revenues to determine total economic impact.

Offsite Impacts
• CDS visitors’ offsite spending on the Pier and the rest of Santa Monica generate revenues to offsite businesses. The total impacts of these revenues are evaluated in the Offsite Impact section. • Survey data is used to first estimate the number of visitors who came to Santa Monica and/or the Pier just for CDS (i.e. visitors whose main purpose was to visit CDS). Survey data is also used to estimate per ca pp g ita s
pendin
g at Pacific Park, the Pier as a whole, and within the cit y of Santa Monica, by y industr
y.
• The share of visitors induced by CDS and their average per capita spending estimates are then applied to induced CDS visitors. Appropriate industry multipliers are applied to the total revenues to determine the total economic impacts. • It should be noted that for retail industries, we have excluded the economic impacts generated by the manufacturing wholesale trade and transportation of the goods on the assumption that these activities manufacturing, wholesale trade, and transportation of the goods on the assumption that these activities often take place outside of Santa Monica.

Appendix Tables II-2

5.F.b
Packet Pg. 297
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Appendix II. Methodology
Methodology >> Multipliers• Economic multipliers are used to derive indirect and induced impacts, the ‘multiplier effect,’ in terms of output, employment and earnings.
• Multipliers are geography specific taking into account industrial composition and dynamics unique to regions.• For this analysis AECOM has used the IMPLAN model prepared by the Minnesota For this analysis AECOM has used the IMPLAN model prepared by the Minnesota Implan Group (MIG) Group (MIG).

IMPLAN Input-Output System
• MIG has developed the IMPLAN Software to derive multipliers at several geographic levels, including zip code, county, and MSA. The program provides users substantial flexibility in terms of assumptions and methods. • The program assembles the economic accounts following the conventions used in the “Input-Output Study of the US Economy” by the Bureau of Economic Analysis (1980) and the US National Income and Product Accounts. • The program generates output, earnings and employment multipliers and the associated “multiplier effect.” Appendix Tables II-3

5.F.b
Packet Pg. 298
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Appendix II. Methodology
Methodology >> Displacement in Baseline Economic Activity• To comprehensively understand the impact of CDS’s operations, this report also considers potential negative impacts of the CDS performance at the Pier.
• Pier businesses are concerned that the occupation of the 1550 Parking Lot deters some Pier visitors and impacts general Pier visitor and special event revenues. They are concerned that, while CDS brings a number of visitors to Santa Monica, these visitors do not patronize all Pier businesses.

Analysis Challenges
• It is difficult to measure a reduction in economic activity due to CDS because we cannot directly measure the pier patrons who turned away. Thus our analysis attempts to understand the Pier’s baseline performance i e typical performance without the CDS and compare that to 2009 performance performance, i.e. typical performance without the CDS, and compare that to 2009 performance.

Establishing the baseline performance is also challenging for several reasons:
– CDS operations take place during the Pier’s “off-peak” season. The Pier’s highest performing months are in the summer and spring. There typically is a reduction in Pier business in the fall, as the weather cools and students return to school. The analysis must separate the seasonal revenue do tu o a y pote t a do tu due to C S wnturn fr
om
a
n
y pote
ntial downturn due to
C
D
S.
– The analysis must separate the impact of economic cycles from the impact of CDS. In the third quarter of 2007 the United States fell into a recession. Many Southern California households have been directly affected by the economy; examples of these financial impacts include reduced home values, unemployment, and/or salary cuts. Consumers have reacted by limiting their spending. As will be discussed further in the report, the negative economy does impact Pier businesses’ revenues, but may not always have a negative impact on the performance of all businesses along the Pier. – Other Pier performance factors. Other variables exist that impact several of the Pier businesses’ performance. These variables, such as weather and exposure in the press, are also not easy to quantify.

Appendix Tables II-4

5.F.b
Packet Pg. 299
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Appendix II. Methodology
Methodology >> Displacement in Baseline Economic ActivityOverall Approach• In this analysis we attempt to estimate what the base economic performance of the Pier businesses would be if the CDS operations were not taking place and then compare the difference between this base economic performance and the performance of the Pier with the CDS operations.

Data Sources• A variety of data sources were analyzed to evaluate the base economic performance:
– Monthly 2005 – 2009 Pier tenant revenues, as provided to the City of Santa Monica for lease purposes.
– Quarterly City of Santa Monica sales tax information
Methodology
• As mentioned above, there are several variables affecting Pier revenues and it is difficult to separate these different effects. We explored several approaches to evaluating the impact of CDS’s operations on the Pier and have selected the approach that would provide the best proxy for CDS Pier and have selected the approach that would provide the best proxy for CDS s’ impacts impacts. • Seasonality and the economic cycles are two of the key factors in Pier revenue. We are able to control for these factors, by using a revenue index that evaluates monthly income in terms of the annual average monthly income. – A monthly revenue variation index was derived from the, inflation adjusted, 2005 – 2009 monthly Pier lessee revenue data provided by the City The revenue index is calculated: lessee revenue data provided by the City. The revenue index is calculated:
ሺ                           ሻ /           X
X
X ൌ Revenue
i ൌ January – December
yr ൌ 2005 ‐ 2009
n ൌ number of months
Where And
Appendix Tables II-5

5.F.b
Packet Pg. 300
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Appendix II. Methodology
Methodology >> Displacement in Baseline Economic Activity & Net Economic Impacts• The index demonstrates the revenue variation each month compared to the Pier’s performance for the year. Using this index, you are able to understand the typical monthly variation (which generally correlates with weather/holidays), and control for various factors that affect annual performance. • Using the revenue index we analyze the average performance within the time period of CDS in Santa Monica and compare this to the average performance across the last five years. The difference between these two are used as a benchmark for CDS’s net economic impact at the Pier. • This percentage differential for September, October, November, and December is applied to the annual average monthly income for 2009 to estimate the net impacts of CDS to Pier businesses. – Given that the revenues provided by the City already include the estimated CDS attendees’ spending at the Pier, CDS visitor’s spending estimates must be removed to calculate displacement, the reduction in non-CDS generated economic activity. • It should be noted that regression analysis was explored as an estimation tool for this study. However, various regression models that were able to provide us with reasonable fit estimations of revenues were not statistically significant for the months that CDS was in Santa Monica.

Net Economic Impacts• Net economic impacts are calculated by subtracting the displacement from the positive total economic impacts generated by CDS.

Appendix Tables II-6

5.F.b
Packet Pg. 301
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Appendix III: Detailed Economic and Fiscal
I t T bl Impac
t
T
ables

5.F.b
Packet Pg. 302
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Appendix Table III‐1
Onsite Impacts
City of Santa Monica

ONSITE VISITOR ASSUMPTIONS
Cirque tickets sold1 184,427
Total Cirque tickets1 190,761
Occupied Seat Estimate2 95%
Estimated Attendees 181,000

ONSITE IMPACTS
Local Cirque du Soleil Expenditures
Operations Expenditures Total
Temporary Staff 490,000
Cast and Crew Kitchen (Food) 90,000
Equipment Rental 80,000
Transportation 90,000
Cast and Crew Accomodations 900,000
Facility Operations Expenditures Total
Rent 960,000
Construction within 1550 & RAND Lot 670,000
Traffic Police and Fire Services 300,000
Shuttles 200,000
Traffic and Parking Management Plan 110,000
Fuel and Electricity 80,000
Direct Marketing Expenditures Total
Marketing Assistance to PRC & Pacific Park 200,000
Total Local Expenditures $4,170,000
Source: Cirque du Soleil, AECOM
Cirque du Soleil In‐Tent Visitor Spending
Cirque In‐Tent Sales
Sales Per
Attendee3 Total
Adjusted Food and Beverage Spending4 $9.07 1,510,887
Gift & Souvenir Spending $9.38 1,697,006
Total $18.45 $3,207,893
1 Cirque du Soleil
2 Economics at AECOM estimate 3
Cirque and Pier Survey Results
4 Food and Beverage Spending has been reduced to account for Santa Monica Cirque visitors' spending.   Estimates that 40% of residents' food and beverage spending would be made in the city of Santa Monica without Cirque.

Source: Cirque du Soleil, Cirque and Pier Survey (LSC), Economics at AECOM Appendix Tables III-1

5.F.b
Packet Pg. 303 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Appendix Table III‐2
Cirque du Soleil Expenditure ‐ Local Purchase Adjustment

ONSITE IMPACTS
Local Cirque du Soleil Expenditures Local Purchase Adjustment Program Operations Expenditures Total
% Purchase in
Santa Monica
Santa Monica
Purchases
Temporary Staff 490,000 30% 147,000
Cast and Crew Kitchen (Food) 90,000 50% 45,000
Equipment Rental 80,000 60% 48,000
Transportation 90,000 30% 27,000
Cast and Crew Accomodations 900,000 30% 270,000
Facility Operations Expenditures Total
% Purchase in
Santa Monica
Santa Monica
Purchases
Rent 960,000 100% 960,000
Construction within 1550 & RAND Lot 670,000 60% 402,000 Traffic Police and Fire Services 300,000 100% 300,000
Shuttles 200,000 100% 200,000
Traffic and Parking Management Plan 110,000 100% 110,000 Fuel and Electricity 80,000 100% 80,000
Direct Marketing Expenditures Total
% Purchase in
Santa Monica
Santa Monica
Purchases
Marketing Assistance to PRC & Pacific Park 200,000 100% 200,000 Total $4,170,000 $2,789,000
Source: Cirque du Soleil, AECOM
Appendix Tables III-2

5.F.b
Packet Pg. 304 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Appendix Table III‐3
Total Gross Onsite ImpactsONSITE IMPACTS

OUTPUT IMPACTS EARNINGS IMPACTS EMPLOYMENT IMPACTS
Description Direct
Indirect &
Induced Total Direct
Indirect &
Induced Total Direct
Indirect &
Induced Total
Local Cirque du Soleil Expenditures
Program Operations Expenditures
Santa Monica
Purchases
Temporary Staff 147,000 Private household operations 147,000 43,893 190,893 128,267 16,540 144,807 16.63 0.36 16.99 Cast and Crew Kitchen (Food) 45,000 Wholesale trade businesses Wholesale Trade1 @ 30% 13,500 Wholesale trade businesses 13,500 5,537 19,037 5,133 2,077 7,210 0.07 0.04 0.11 Equipment Rental 48,000 Commercial and industrial machinery and equip 48,000 26,538 74,538 10,644 10,165 20,810 0.14 0.18 0.32 Transportation 27,000 Transit and ground passenger transportation 27,000 8,400 35,400 12,318 3,178 15,496 0.45 0.06 0.51 Cast and Crew Accomodations 270,000 Real estate establishments 270,000 60,497 330,497 45,130 20,829 65,959 1.43 0.41 1.84 Facility Operations Expenditures
Santa Monica
Purchases
Rent 960,000 Other state and local government enterprises 960,000 482,867 1,442,867 310,806 179,594 490,401 3.12 2.93 6.06 Construction within 1550 & RAND Lot 402,000 Construct other new nonresidential structures 402,000 182,396 584,396 175,203 74,111 249,313 2.58 1.31 3.90 Traffic Police and Fire Services 300,000 Other state and local government enterprises 300,000 150,896 450,896 97,127 56,123 153,250 0.98 0.92 1.89Shuttles 200,000 Transit and ground passenger transportation 200,000 62,224 262,224 91,248 23,538 114,786 3.30 0.45 3.75Traffic and Parking Management Plan 110,000 Management‐ scientific‐ and technical consult 110,000 58,979 168,979 55,888 22,073 77,960 0.71 0.43 1.14 Fuel and Electricity 80,000 Electric power generation‐ transmission‐ and 80,000 16,959 96,959 16,686 5,608 22,294 0.09 0.10 0.19 Direct Marketing Expenditures
Marketing Assistance to PRC & Pacific Park 200,000 Advertising and related services 200,000 108,491 308,491 96,511 38,401 134,912 1.29 0.70 1.99 $2,757,500 $2,757,500 $1,207,678 $3,965,178 $1,044,962 $452,236 $1,497,198 30.79 7.88 38.68 Direct Impacts $4,170,000 $490,000 11.69
Total Impacts $2,557,500 $8,135,178 $1,987,198 50.36
Cirque du Soleil In‐Tent Visitor Spending
Cirque In‐Tent Sales Direct Impact
Adjusted Food and Beverage Spending 1,510,887 Food services and drinking places 1,510,887 583,926 2,094,813 554,786 206,199 760,985 23.65 3.85 27.50 Gift & Souvenir Spending 1,697,006
Retail Margin2 @ 35% 593,952 Cirque Retail Multiplier3 593,952 232,625 826,577 216,637 80,203 296,841 7.04 1.52 8.56 Impacts $2,104,839 $2,104,839 $816,551 $2,921,390 $771,424 $286,402 $1,057,826 30.69 5.37 36.06 1Excludes the manufacturing, agriculture production, and transportation costs of goods purchased for the kitchen. Wholesale share is based on IMPLAN data analysis.2Excludes the manufacturing, wholesale trade, and transportation of the goods sold, which are not likely to have taken place in Santa Monica. 3Weighted multiplier of relevant retail categories
Source: AECOM, IMPLAN
Appendix Tables III-3

5.F.b
Packet Pg. 305
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Appendix Table III‐4
Gross Onsite Impacts

ONSITE IMPACTS
Direct Indirect & Induced Total
Output
Cirque Expenditures $4,170,000 $3,970,000 $8,140,000
In‐Tent Visitor Spending $2,100,000 $820,000 $2,920,000 Total Output $6,270,000 $4,780,000 $11,060,000
Earnings
Cirque Expenditures $490,000 $1,500,000 $1,990,000
In‐Tent Visitor Spending $770,000 $290,000 $1,060,000
Total Earnings $1,260,000 $1,780,000 $3,050,000
Employment (Jobs)*
Cirque Expenditures 12 39 50
In‐Tent Visitor Spending 31 5 36
Total Employment 42 44 86
*Sums may not add due to rounding.

Source: AECOM
Appendix Tables III-4

5.F.b
Packet Pg. 306 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Appendix Table III‐5
Offsite Visitor Assumptions

OFFSITE VISITOR ASSUMPTIONS
Survey Visitors to Cirque 1,309
Survey Visitors Whose Main Purpose was Cirque 1,131
Survey Visitors Whose Main Purpose was Cirque and are Residents of Santa Monica 225 Survey Visitors Whose Main Purpose was Cirque and Visited the Pier 279 Estimated Share of Cirque Visitors Induced to Santa Monica by Cirque 86% Estimated Share of Cirque Visitors who also went to the Pier 21% Estimated Share of Cirque Visitors who are Residents of Santa Monica 19.9% Total Estimated Cirque Attendees 181,000
Estimated Share of Cirque Visitors induced to Santa Monica by Cirque 86.0% Estimated Attendees induced by Cirque            155,660 Total Estimated Cirque Attendees 181,000
Estimated share of Cirque visitors who also went to the Pier 21% Estimated Attendees induced by Cirque and who went to the Pier or Pacific Park              38,010 Source: Cirque and Pier Survey (LSC), AECOM
Appendix Tables III-5

5.F.b
Packet Pg. 307 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Appendix Table III‐6
Offsite Revenues
Induced Visitor Assumptions
Estimated Induced Cirque Visitors Who Went to the Pier or Pacific Park             38,010 Estimated Induced Cirque Visitors           155,660
Santa Monica Resident Share of Induced Visitors 20%

OFFSITE IMPACTS
Spending at the Pier & Pacific Park
Cirque Visitor Spending at Pacific Park Per Cap ($)1 Total Adjusted Food and Beverage2 8.88 310,487
Rides and Arcade Games 1.61 61,238
Gifts and Souvenirs 1.66 62,998
Subtotal Spending at Pacific Park $434,723
Cirque Visitor Spending at the Pier Outside of Pacific Park Per Cap ($)1 Total Adjusted Food and Beverage2 8.40 293,804
Gifts and Souvenirs 0.96 36,602
Other Spending 0.75 28,683
Subtotal Spending at the Pier Outside of Pacific Park $359,090 Total Pier and Pacific Park Spending $793,813
Spending in Other Parts of Santa Monica
Cirque Visitors Spending in Santa Monica Per Cap ($)1 Total Adjusted Food and Beverage2 18.40 2,635,893
Overnight Lodging in Santa Monica 2.70 420,138
Gifts/ Souvenirs/ Other Shopping Items 1.61 250,786
Adjusted Transportation Costs (Gas, Fares, etc)2 1.20 171,791 Adjusted Movie, Clubs, or Other Entertainment2 0.10 13,929 Total Spending in Other Parts of Santa Monica $3,492,536 Parking Revenues
Cirque Visitors' Parking Spending Per Cap ($)1
Avg. Parking Spending 2.21 343,959
Total Spending on Parking by Induced Cirque Visitors $343,959 TOTAL VISITOR SPENDING $4,630,308
1 Cirque and Pier Survey Results
2 Adjusted to account for net spending of Santa Monica Residents.  Estimates that 40 percent of Santa Monica Residents would have dined out, utilzied transportation, or purchased entertainment activities in the city of Santa Monica with or without Cirque.

Source: Cirque and Pier Survey (LSC), AECOM
Appendix Tables III-6

5.F.b
Packet Pg. 308 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Appendix Table III‐7
Total Offsite ImpactsOFFSITE IMPACTS

MULTIPLIERS OUTPUT IMPACTS EARNINGS IMPACTS EMPLOYMENT IMPACTS Direct Impacts Code Description Direct
Indirect &
Induced Total Direct
Indirect &
Induced Total Direct
Indirect &
Induced Total
Pier & Pacific Park
Pacific Park
Food and Beverage 310,487 413 Food services and drinking places 310,487 119,996 430,483 114,008 42,374 156,382 4.9 0.8 5.7 Rides and Arcade Games 61,238 409 Amusement parks, arcades, etc 61,238 30,959 92,198 12,983 11,774 24,756 0.4 0.2 0.6 Gifts and Souvenirs
Retail Margin1 @ 35% 22,049 330 Retail Stores ‐ Miscellaneous 22,049 8,590 30,639 11,373 3,038 14,411 0.4 0.1 0.5 Subtotal Pacific Park 393,774 $393,774 $159,545 $553,320 $138,364 $57,185 $195,549 6 1 7Pier Outside of Pacific Park Food and Beverage 293,804 413 Food services and drinking places 293,804 113,549 407,353 107,883 40,097 147,980 4.6 0.7 5.3 Gifts and Souvenirs
Retail Margin1 @ 35% 12,811 330 Retail Stores ‐ Miscellaneous 12,811 4,991 17,801 6,608 1,765 8,373 0.2 0.0 0.3 Other Spending Other Pier Retail Multiplier2
Retail Margin1 @ 35% 10,039 10,039 3,875 13,915 4,208 1,350 5,559 0.1 0.0 0.2 Admission Tickets ‐                   410 Other amusement and rec. industries                 ‐                ‐ ‐ ‐ ‐                ‐ ‐ ‐                ‐ Subtotal Pier Outside of Pacific Park 316,654 316,654 $122,415 $439,069 $118,699 $43,212 $161,911 5.0 0.8 5.8 Pier and Pacific Park Subtotal 710,428 710,428 281,960 992,389 257,063 100,398 357,460 10.7 1.9 12.5 Other Parts of Santa Monica
Santa Monica
Food and Beverage 2,635,893 413 Food services and drinking places 2,635,893 1,018,716 3,654,609 967,879 359,735 1,327,614 41.3 6.7 48.0Overnight Lodging in Santa Monica 420,138 411 Hotels and motels 420,138 173,021 593,159 146,097 62,664 208,761 3.6 1.1 4.8 Gifts/ Souvenirs/ Other Shopping Items ‐
Retail Margin1 @ 35% 87,775 Santa Monica Retail Spending Multiplier2 87,775 34,378 122,153 32,015 11,853 43,867 1.0 0.2 1.3 Transportation Costs (Gas, Fares, etc) 171,791 Santa Monica Transport Multiplier 3 171,791 62,709 234,500 55,018 22,080 77,099 1.2 0.4 1.6 Movie, Clubs, or Other Entertainment 13,929 Santa Monica Entertainment Multiplier 2 13,929 7,529 21,457 4,779 2,693 7,473 0.1 0.0 0.1 Other Parts of Santa Monica Subtotal 3,329,525 3,329,525 1,296,353 4,625,878 1,205,789 459,025 1,664,814 47.2 8.5 55.7 Parking Revenues
Parking
Avg. Parking Spending 343,959 432 Other state and local gov't enterprises 343,959 173,007 516,966 111,359 64,347 175,706 1.1 1.1 2.2 Parking Subtotal $343,959 343,959 173,007 516,966 111,359 64,347 175,706 1.1 1.1 2.2 TOTAL OFFSITE IMPACTS 4,383,913 4,383,913 1,751,320 $6,135,233 $1,574,211 623,770 $2,197,981 58.9 11.4 70.4 1Excludes the manufacturing, wholesale trade, and transportation of the goods sold, which are not likely to have taken place in Santa Monica 2Weighted multiplier of relevant retail categories3Weighted multiplier of relevant transportation categories Source: AECOM, IMPLAN
Appendix Tables III-7

5.F.b
Packet Pg. 309
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Appendix Table III‐8
Gross Offsite Impacts

OFFSITE IMPACTS
Direct Indirect & Induced Total
Output
Pier & Pacific Park $710,000 $280,000 $990,000
Santa Monica $3,330,000 $1,300,000 $4,630,000
Parking $340,000 $170,000 $520,000
Total Output $4,380,000 $1,750,000 $6,140,000
Earnings
Pier & Pacific Park $260,000 $100,000 $360,000
Santa Monica $1,210,000 $460,000 $1,660,000
Parking $110,000 $60,000 $180,000
Total Earnings $1,570,000 $620,000 $2,200,000
Employment (Jobs)
Pier & Pacific Park 11 2 13
Santa Monica 47 9 56
Parking 1 1 2
Total Employment 59 11 70
Source: AECOM
Appendix Tables III-8

5.F.b
Packet Pg. 310 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Appendix Table III‐9
Gross Economic Impacts

ONSITE AND OFFSITE IMPACTS
Direct Indirect & Induced Total
Output
Onsite    $6,270,000 $4,780,000 $11,060,000
Offsite $4,380,000 $1,750,000 $6,140,000
Total Output $10,650,000 $6,530,000 $17,200,000
Earnings
Onsite $1,260,000 $1,780,000 $3,050,000
Offsite $1,570,000 $620,000 $2,200,000
Total Earnings $2,830,000 $2,400,000 $5,250,000
Employment (Jobs)
Onsite 42 44 86
Offsite 59 11 70
Total Employment 101 55 156
Source: AECOM
Appendix Tables III-9

5.F.b
Packet Pg. 311 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Appendix Table III ‐ 10
Net Increase/Reduction in Pier Economic Activities

NET CHANGE IN PIER ACTIVITIES
Total Pier
Period
Cirque Year to
Non‐Cirque Year
Differential
Increase/
(Reduction) Estimate
September 3% $91,128
October 10% $342,298
November ‐2% ($69,839)
December 2% $55,127
Total Cirque Occupation 3% $418,713
NET INCREASE (REDUCTION) IN ACTIVITIES AT THE PIER $418,713 Source: AECOM
Appendix Tables III-10

5.F.b
Packet Pg. 312 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Appendix Table III
‐11
Estimated Displacement

ESTIMATED DISPLACEMENT IN BASELINE PIER ACTIVITY
Total Pier
(1) Estimated Net Change in Pier Activity Due to Cirque $418,713 (2) Cirque Attendees' Visitor Spending‐$793,813
(3) Estimated Displacement of Pier Activity Due to Cirque‐$375,100 Source: AECOM
Appendix Tables III-11

5.F.b
Packet Pg. 313 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Appendix Table III‐12
Total Economic Impacts of Displacement
ESTIMATED DISPLACEMENT IN BASELINE PIER ACTIVITY (Total Impact)

MULTIPLIERS OUTPUT IMPACTS EARNINGS IMPACTS EMPLOYMENT IMPACTS Retail Margin
Adj1
Direct
Impacts Description Direct
Indirect &
Induced Total Direct
Indirect &
Induced Total Direct
Indirect &
Induced Total
Total PierEstimated Displacement ‐$375,100 98% ‐$368,060 Ttl Pier Wght Multp2 (368,060) (163,784) (531,844) (111,016) (60,360) (171,376) (4.0) (1.1) (5.1) TOTAL ‐$375,100 ‐$368,060 ‐$368,060 ‐$163,784 ‐$531,844 ‐$111,016 ‐$60,360 ‐$171,376 (4.0) (1.1) (5.1) 1When the retail multiplier is being applied to a category, it must be adjusted for retail margins. Pacific Park has retail, but the margins are already accounted for in the amusement park multiplier.2Weighted multiplier based on 2009 industry revenue distribution of the Pier.

Source: AECOM
Appendix Tables III-12

5.F.b
Packet Pg. 314
Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Appendix Table III‐13
Net Economic Impacts

ECONOMIC IMPACTS
Gross Economic Impacts
Output
(Millions)
Earnings
(Millions) Jobs
Onsite Cirque Impacts $ 11.1 $ 3.1 86
Offsite Pier & Santa Monica Impacts $ 6.1 $ 2.2 70
Total Gross Impacts to the City of Santa Monica $ 17.2 $ 5.3 156 Economic Activity Displacement
Output
(Millions)
Earnings
(Millions) Jobs
Displacement ‐$ .5 ‐$ .2 ‐5
Net Economic Activities
Output
(Millions)
Earnings
(Millions) Jobs
Net Economic Activities to the City of Santa Monica $ 16.7 $ 5.1 151 Source: AECOM
Appendix Tables III-13

5.F.b
Packet Pg. 315 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Appendix Table III‐14
Fiscal Impacts
City of Santa Monica Tax Rates
Sales Tax 1%
Transient Occupancy Tax 14%
Utility Users Tax 10%
Parking Facilities Tax 10%

FISCAL IMPACTS
Direct Benefits from Cirque du Soleil
Ground Lease Rents $960,000
Parking Revenues
Civic Center Lot $16,600
Other Parking Revenues $327,359
Subtotal Parking Revenues $343,959
Less Reduction in
Parking Revenue in 1550 Lot ‐$379,820
Subtotal Reduction ‐$379,820
Direct Fiscal Benefits from Cirque du Soleil $924,139
Sales Tax
Onsite Taxable Sales
Cirque In‐Tent Sales Revenues Taxable Share Taxable Sales Food and Beverage Spending $1,510,887 90% $1,359,798
Gift & Souvenir Spending $1,697,006 100% $1,697,006
Subtotal Onsite Taxable Sales $3,056,804
Offsite Taxable Sales
Pacific Park
Adjusted Food and Beverage2 $310,487 90% $279,438
Gifts and Souvenirs $62,998 100% $62,998
Pier
Adjusted Food and Beverage2 $293,804 90% $264,424
Gifts and Souvenirs $36,602 100% $36,602
Other Spending $28,683 100% $28,683
Other Parts of Santa Monica
Adjusted Food and Beverage2 $2,635,893 85% $2,240,509
Gifts/ Souvenirs/ Other Shopping Items $250,786 100% $250,786 Subtotal Offsite Taxable Sales $3,163,440
Total Taxable Sales $6,220,244
Sales Tax @ 1% $62,202
Transient Occupancy Tax
Accomodation Spending
Est. Induced Cirque Visitor Accomodation Spending 420,138 Total Accomodation Spending $420,138
Transient Occupancy Tax @ 14% $58,819
Additional Taxes
Utility User Tax
Cirque Utility Use $80,000
Utility User Taxes @10% $8,000
Other Tax Receipts $8,000
Source: AECOM, City of Santa Monica
Appendix Tables III-14

5.F.b
Packet Pg. 316 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Appendix Table III
‐15
Fiscal Impacts

FISCAL IMPACTS
Source Receipts
Direct Benefits from Cirque du Soleil $920,000
Tax Benefits
Sales Tax Receipts $60,000
Transient Occupancy Tax Receipts $60,000
Additional Taxes $10,000 Subtotal Tax Benefits $130,000 Total Fiscal Impacts to the City of Santa Monica $1,050,000 Source: AECOM
Appendix Tables III-15

5.F.b
Packet Pg. 317 Attachment: Economic Impact Report 10.11.10 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) 


















(%
(%%!'
#%"#"&
""'#%
!'
"(#
&
<:=
%

!
&#&0
('
"&
!"'

!(
'

()


"'.
*




&
&
!
!
"!)%'
'"
#%

!0

%

!

!
*"'&
&
'%
%
&"

!&

!$%

!
#$

!
%#"&%
"
$"'
*
1/
#$

!
%#"&%
%
!
%&
&

#*,













-$


"!*
!
'%*.

$ %
&'&
"! %'
%"$"!&"

##!
!

&
&
&

&$

")+
)

(
$"'!
01/
$%
"$
#$

!
"!*,

5.F.c
Attachment: Proposed Footprint (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil)

CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,

OR OTHER BENEFITS FROM THE CITY OF SANTA MONICA
Santa Monica’s voters adopted a City Charter amendment commonly known as the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s text from the City Clerk.

This information is required by City Charter Article XXII—Taxpayer Protection. It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after the official votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of Santa Monica.

All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees. Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12-month period.

In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This information must be updated and supplied every 12 months.

5.F.d
Packet Pg. 319 Attachment: Signed_OAKS_INITIATIVE_2023 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil)

CITY OF SANTA MONICA

OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity.

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-month period;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12- month period; or

7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12- month period.

Name(s) of persons or entities receiving public benefit:

Name(s) of trustees, directors, partners, and officers:

Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: ________________ Email: ____________________________________ Phone: ____________________ FOR CITY USE ONLY:

Bid/PO/Contract # ____________________________ Permit # ___________________________

5.F.d
Packet Pg. 320 Attachment: Signed_OAKS_INITIATIVE_2023 (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) 1 Xavier Mota
From: Elana Buegoff
Sent: Thursday, December 7, 2023 8:44 AM
To: Clerk Mailbox; councilmtgitems
Subject: written correspondence received for 12/12/2023 Agenda Item 5-F Attachments: Letter in Support_11172023v2.pdf
Elana Buegoff | Pier & Beach Administrator
Economic Development Division | City of Santa Monica
310.458.8763 | [email protected]
ITEM 5.F.

December 12, 2023
ITEM 5.F.

December 12, 2023

5.F.e
Packet Pg. 321 Attachment: Written Comments [Revision 1] (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Douglas Emmett Management, LLC
1299 Ocean Avenue, Suite 1000, Santa Monica, California 90401 Telephone 310.255.7700
November 17, 2023
The Honorable Gleam Davis, Mayor
And City Council Members
Santa Monica City Council
1685 Main Street, Room 209
Santa Monica, CA 90401
RE: License / Cirque du Soleil / Lot 1 North / Santa Monica Dear Mayor Davis and City Council Members:

On behalf of Douglas Emmett, we appreciate this opportunity to present this letter of support for the license to bring Cirque du Soleil to Lot 1 North for 3 1/2 months next year.

Douglas Emmett has been investing in Santa Monica for over forty years. We currently own 11 commercial properties comprising over 1.4 million square feet and 940 residential units here in the City. Over two hundred people come to work daily here at our Santa Monica corporate headquarters. As a key stakeholder in the economic vitality, reputation and programming for the City, we remain committed to participating in and supporting activities that contribute to the success of Santa Monica.

Douglas Emmett strongly supports the licensing of Lot 1 North to Cirque du Soleil. Like many cities across the country, Santa Monica was devastated by the COVID-19 pandemic. The City continues to face revenue shortfalls due to business closures and lower numbers of visitors compared to pre-pandemic levels. It is critical that the City continue to support not only store openings but also entertainment, activities and other unique experiential opportunities that encourage visitors to the city. Cirque du Soleil directly addresses that need.

The management team at Cirque du Soleil understands the need to address community goals and objectives. Bringing them to Santa Monica will encourage visitors to the downtown area, including restaurants, stores and other businesses. Its location here will activate the area and provide visibility well beyond the City to other areas of Los Angeles. Bringing Cirque to Santa Monica is directly in line with the goal of showing vibrancy on our streets, Promenade and boardwalk. It will draw attention to the City in a manner that shows it is a fun, exciting place to be.

ITEM 5.F.

December 12, 2023
ITEM 5.F.

December 12, 2023

5.F.e
Packet Pg. 322 Attachment: Written Comments [Revision 1] (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) The Honorable Gleam Davis, Mayor
And City Council Members
November 17, 2023

As our City leaders understand, while statistics are helpful in monitoring trends, it is individuals and businesses like Cirque that help make the City a desirable travel destination. We hope and encourage the City to support its business, residential and visitor communities by approving the Cirque license.

If we can answer any questions or provide any additional feedback, please contact us. Thank you.

Respectfully,
Michele Aronson
Executive Vice President
ITEM 5.F.

December 12, 2023
ITEM 5.F.

December 12, 2023

5.F.e
Packet Pg. 323 Attachment: Written Comments [Revision 1] (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) 1 Xavier Mota
From: Jim Harris <[email protected]>
Sent: Tuesday, December 12, 2023 1:09 PM
To: councilmtgitems
Subject: December 12, 2023 Santa Monica City Council Agenda Item 5.F. - Santa Monica Pier Corporation Statement
Santa Monica City Council Members;
During Public Comment at tonight's City Council Meeting, regarding Agenda Item 5.F., I intend to present a statement from the Santa Monica Pier Corporation which was prepared during a Special Meeting of our Board of Directors last night.

Below is the written copy of what I will present:

The Santa Monica Pier Corporation supports the return of Cirque du Soleil to Beach Parking Lot 1 North as presented in the City Staff Report with the following requests for City Staff to pay special attention to in the License Agreement with Cirque du Soleil:
1) Develop and execute a parking and traffic management plan that serves Cirque du Soleil visitors, non‐Cirque du Soleil Pier visitors, and employees of Pier businesses and takes into account the number of employees working on the Pier, the hours of operation of all Pier businesses, and the safe transportation of Pier business employees to their vehicles after those business hours. 2) The parking and traffic management plan will be presented in draft form to the Santa Monica Pier Corporation Board of Directors in a public meeting prior to final City approval in order to receive input from the Pier Corporation, Pier merchants, local stakeholders, and the public. 3) City Staff will meet with the Pier Corporation Board of Directors in a public meeting shortly after the first week of Cirque du Soleil performances to receive feedback and input from the Board, Pier merchants, local stakeholders, and the public.
4) Representatives from Santa Monica Pier Corporation Staff and the Santa Monica Pier Lessees Association will be included in weekly operations meetings with City Staff and representatives of Cirque du Soleil.
5) Cirque du Soleil will continue good faith negotiations with Pacific Park. 6) Future event bookings in Beach Lot 1 North need to black out and avoid the winter holidays from Christmas Eve through New Year’s Day, which is a crucial time for all businesses on the Pier.

I will see you this evening!
Thanks, and all best regards,
Jim Harris | Executive Director
ITEM 5.F.

December 12, 2023
ITEM 5.F.

December 12, 2023

5.F.e
Packet Pg. 324 Attachment: Written Comments [Revision 1] (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) 2 Santa Monica Pier
200 Santa Monica Pier, Suite A
Santa Monica, CA 90401
p. 310-458-4939
www.santamonicapier.org
ITEM 5.F.

December 12, 2023
ITEM 5.F.

December 12, 2023

5.F.e
Packet Pg. 325 Attachment: Written Comments [Revision 1] (6001 : Authorize the City Manager to Enter into a License Agreement with Cirque du Soleil) Item 5
-F
Cirque Du Soleil

5.F.f
Packet Pg. 326 Attachment: PowerPoint Presentation (6001 : Authorize the City Manager to Enter into a  Site rental fee $1,547,882 ($647,882 more than if only used for parking) and would directly support beach operations and maintenance. Will offset current and projected Beach Fund deficits.
 Purchase of local supplies and services by Cirque for its operations, accommodations for its staff and performers.
 Increase in parking revenues at other City parking lots and structures.  Increase in spending by Cirque visitors in local restaurants, hotels and other businesses, generating additional sales and transient occupancy taxes.  Cirque will provide direct payments and in-kind contributions to Pier Corp and Santa Monica Pier Lessee Association.

Cirque Du Soleil
Anticipated Economic Benefits

5.F.f
Packet Pg. 327 Attachment: PowerPoint Presentation (6001 : Authorize the City Manager to Enter into a  2010 Economic Impact Study determined Cirque’s 2009 performance was a significant contributor to the Santa Monica economy.
 Net impact to Santa Monica economy = $16.7 million.
 Cirque generated additional $130K in sales and transient occupancy tax revenues to the General Fund.
 Cirque visitors spent almost $4.6 million in various outlets throughout the city of Santa Monica between October and December 2009.
 Cirque generated a net impact of $420,000 to Pier businesses, even after adjusting for displaced sales.
2010 Economic Impact Study 5.F.f
Packet Pg. 328 Attachment: PowerPoint Presentation (6001 : Authorize the City Manager to Enter into a Council-approved 1550 Extended Event Policy
o Extended events are permitted after Labor Day weekend and prior to Memorial Day weekend. o Proposals to be received through a competitive bidding process. o Applications are reviewed by a committee of City staff and representatives from the Santa Monica Pier Corporation and Santa Monica Travel & Tourism. o Staff and event producer are to meet with the Pier Corp Board and Pier Lessees Association as part of the review process prior to recommending final approval to the City Council. o Key criteria include:
 Proposal for a unique cultural or entertainment experience,  demonstrates clear measurable economic benefit to the City and local businesses, including Pier lessees,
 contributes to the Beach Fund,
 addresses traffic and parking impacts and minimizes environmental impacts.

5.F.f
Packet Pg. 329 Attachment: PowerPoint Presentation (6001 : Authorize the City Manager to Enter into a  June 2023, City issued and Request For Proposals (RFP) for 2023-24 and 2024-25 seasons.

Three responses received by deadline.
 July–September 2023, evaluation panel reviewed and rated the proposals using the evaluation criteria published in the RFP. Received clarification and adjustments from event producers on aspects of proposals to ensure alignment with City’s 1550 extended-event goals.  September-November 2023, presented events to the Santa Monica Lessee Association (SMPLA) and Pier Corp Board for feedback.
 Cirque refined proposal to incorporate some but not all requests from the SMPLA.

 November 2023, Council authorized negotiation of license agreements with Spirit Awards and LA Wine & Food Festival for February 12-March 8, 2024.
 December 2023, Staff is seeking Council authorization to negotiate a license agreement with Cirque Du Soleil for October 1, 2024 - January 24, 2025.

Process and Selection 5.F.f
Packet Pg. 330 Attachment: PowerPoint Presentation (6001 : Authorize the City Manager to Enter into a Approximately
550 public
parking spaces
remaining.
111 spaces added

5.F.f
Packet Pg. 331 Attachment: PowerPoint Presentation (6001 : Authorize the City Manager to Enter into a City Council
Report
City Council Meeting: December 12, 2023
Agenda Item: 5.G
1 of 5
To: Mayor and City Council
From: Gigi Decavalles-Hughes, Director, Finance Department, Revenue Subject: Award Contract for Banking Services to JPMorgan Chase Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Award RFP #360 to JPMorgan Chase Bank, N.A. to provide banking services for the Finance Department.

3. Authorize the Director of Finance/City Treasurer to negotiate and execute an agreement with JPMorgan Chase Bank, N.A. in an estimated amount of $800,000 for eight years, with future year funding contingent on Council budget approval.

Summary
The City maintains general banking services with one institution in order to maximize its cash flow and earnings, as well as minimize administrative costs and service fees. The City is proposing to contract with JPMorgan Chase Bank, N.A. (JPMorgan Chase) to provide banking services. Staff recommends an eight-year agreement with JPMorgan Chase for an estimated amount of $800,000 for banking services.

Discussion
Banking services are needed for revenue collection, payment processing, cash management, debt management, financial reporting and analysis, online and mobile banking, and other services. City operational needs and State legal requirements limit the pool of banks able to provide City banking services. Also, on February 28, 2017,

5.G
Packet Pg. 332
2 of 5
Council approved resolutions that disqualified banking institutions that have been subject to a consent order for improper sales practices by the Consumer Financial Protection Bureau (CFPB) or other federal or State regulatory agencies with jurisdiction to protect consumers from providing banking services to the City if the consent order was issued within five years of the City’s solicitation for such services. Pursuant to these resolutions, proposals from Bank of America and U.S. Bank National Association were disqualified from consideration. The City previously contracted with Union Bank for banking services. Union Bank, however, was subsequently acquired by and merged into U.S. Bank, which is one of the banks that was disqualified per the criteria in the prior resolutions.

JPMorgan Chase has several years of experience with government agencies, meets the required criteria, has capacity to remain current with evolving technology, and is financially stable. In addition, they have a robust security system in place that meets the industry best practices and the requirements of the global regulators. JPMorgan Chase is a leading global financial services firm with assets of more than $3.7 trillion. They have deposits of approximately $2.4 trillion as of March 2023.

City bank deposits are approximately $760 million annually with a similar amount of payments issued to vendors. These deposits come from a variety of traditional sources, such as direct payments of wire transfers, ACH payments, checks, cash and credit cards to the City for taxes and services, as well as other types of deposits such as online payments, payments by mobile devices, and deposits from lockbox facilities.

Payments to vendors are also made in several different ways. This high level of financial activity, the complexity of the City’s financial operations, and the need to provide a safe and prudent stewardship of taxpayer funds require a full-service financial institution with experience providing banking services for large government entities. This full suite of services includes “positive pay” to limit fraudulent check activity; quick processing of City payroll; timely processing of all types of deposits; a sophisticated online banking system providing an array of reporting, reconciliation, and payment services; a purchasing card system; advanced technology that increases the efficiency of banking transactions, such as the use of the remote deposit scanner; and certain

5.G
Packet Pg. 333
3 of 5
investment services. In addition to the above considerations, banks must have sufficient capitalization to meet State legal guidelines regarding public funds, such as the requirements that all deposits in excess of FDIC insured amounts be collateralized.

Finally, banks must have a Community Reinvestment Act (CRA) rating of “Satisfactory” or better to qualify for public fund deposits. The Community Reinvestment Act is intended to encourage institutions to help meet the credit needs of the community in which they operate, including low-and moderate-income neighborhoods, consistent with safe and sound operations.

Based on the current volume of transactions, the annual estimated cost for JPMorgan Chase is $100,000 for banking services for an estimated amount of $800,000 for an eight-year term. An estimate is necessary for the cost for banking services because fees are based on the City’s bank account balance which is constantly fluctuating. The City will continue to use U.S. Bank until full transition to JPMorgan Chase in FY 2024-

25. Consultant Selection
Bidder Recommendation
Best Bidder JPMorgan Chase Bank, N.A. (JPMorgan Chase)
Evaluation Criteria Experience with similar projects of comparable complexity and working with municipalities, financial strength, technical competence, methodology, value-added- breath of services, ability to meet work plan/timelines, stability, and cost of services.

Municipal Code SMMC 2.24.190
RFPs Received
Bank of America Bank of the West JPMorgan Chase Bank, N.A U.S. Bank National Association

5.G
Packet Pg. 334
4 of 5
RFP Data
Date Posted Posted On Advertise In
(City Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
4/6/23 City's Online
Bidding Site Santa Monica Daily Press 16 5/18/2023
Environmental Review
The award agreement is exempt from CEQA pursuant to Section 15061(b)(3) of the CEQA Guidelines. The award agreement is covered by the common-sense exemption which states that CEQA does not apply, “where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” The award agreement will provide banking services to the City.

Therefore, it can be seen with certainty that the agreement would not result in adverse physical impacts on the environment, and as such, is exempt from CEQA.

Financial Impacts and Budget Actions
Staff seeks authority to approve funding from various City Funds to award an agreement with JPMorgan Chase for banking services for an estimated eight-year total of $800,000. Please note that the contract would be executed FY 2023-24, but due to the transition period, costs would be incurred starting FY 2024-25. During the transition Best Bidder Justification
Based on the evaluation criteria and criteria in SMMC 2.24.190, staff recommends JPMorgan Chase as the best bidder. JPMorgan Chase has been providing banking services to government clients for over 150 years; serves 1,900 government clients in all 50 states and provides financial solutions to all types of government through their Government Banking specialized industry group; its financial strength is indicated by its strong long-term issuer ratings of Aa2/A+/AA; and it has more than $2.4 trillion in deposits and total assets of more than $3.7 trillion across their diverse group of markets.

In addition, JPMorgan Chase maintains a rigorous program to safeguard their clients’ information.

Their security program is designed to address the risks presented by an evolving threat landscape, and meet regulatory expectations in the places that they operate. This includes three (3) global cybersecurity operation centers, a firmwide cyber program around data protection, and cyber resiliency.

5.G
Packet Pg. 335
5 of 5
period (FY 2023-24), there would be no banking activities and no expenses would be incurred with JPMorgan Chase.

Agreement Request
FY 2024-25
Request Estimated
Amount
Future Years Estimated
Amount Department Account # Total EstimatedContract Amount $100,000 $700,000
Various Accounts
(Object 534000)
$800,000
Future year funding is contingent on Council budget approval.

Prepared By: David Carr, Assistant City Treasurer
Approved Forwarded to Council
Attachments:

A. OAKS Initiative Form

5.G
Packet Pg. 336

CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,

OR OTHER BENEFITS FROM THE CITY OF SANTA MONICA
Santa Monica’s voters adopted a City Charter amendment commonly known as the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s text from the City Clerk.

This information is required by City Charter Article XXII—Taxpayer Protection.

It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after theofficial votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of SantaMonica.

All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees.

Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12- month period.

In order to facilitate compliance with the requirements of the Oaks Initiative, theCity compiles and maintains certain information. That information includes the name of any personorpersons whois seeking a “publicbenefit.” If the“public benefit” is sought by an entity, ratherthan an individual person, the information includes the nameof everyperson who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This information must be updated and supplied every 12 months.

5.G.a
Packet Pg. 337 Attachment: OAKS Initiative Form (6032 : Award Contract for Banking Services)

CITY OF SANTA MONICA

OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity.

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-monthperiod;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more inany 12-month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12- month period; or

7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12- month period.

Name(s) of persons or entities receiving public benefit:

Name(s) of trustees, directors, partners, and officers:

Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Prepared by: Title:

Signature: Date:

Email: Phone:

Permit #
FOR CITY USE ONLY:

Bid/PO/Contract #

5.G.a
Packet Pg. 338 Attachment: OAKS Initiative Form (6032 : Award Contract for Banking Services) Executive officers of JPMorgan Chase Bank, N.A.
● James Dimon, Chief Executive Officer and
President
● Ashley Bacon, Chief Risk Officer
● Jeremy Barnum, Chief Financial Officer
● Marianne Lake, Co-Chief Executive Officer
of Consumer & Community Banking
● Robin Leopold, Head of Human Resources
● Douglas B. Petno, Chief Executive Officer
of Commercial Banking
● Lori A. Beer, Chief Information Officer
● Mary Callahan Erdoes, Chief Executive
Officer of Asset & Wealth Management
● Stacey Friedman, General Counsel
● Jennifer A Piepszak, Co-Chief Executive
Officer of Consumer & Community Banking
● Daniel Pint, Chief Operating Officer and
Chief Executive Officer of Corporate &
Investment Bank
● Peter L. Scher, Vice Chair
Additional officers:
● Stephen Burke, Non-executive Chairman of the Board
● Charles J Bristow, Chief Investment Officer
● Louis Rauchenberger, General Auditor
● Frank Pearn, Chief Compliance Officer
● Albert J. Moffitt, Treasurer
● John H. Tribolati, Secretary
● Giovanna Acquilano, Controller

5.G.a
Packet Pg. 339 Attachment: OAKS Initiative Form (6032 : Award Contract for Banking Services) Board of Directors for JPMorgan Chase & Co. and JPMorgan Chase Bank, N.A. ● Linda B. Bammann
● Stephen B. Burke (Non-Executive Chairman of
the Board)
● Todd A. Combs
● James S. Crown
● Alicia Boler Davis
● James Dimon
● Timothy P. Flynn
● Alex Gorsky
● Mellody Hobson
● Michael A. Neal
● Phebe N. Novakovic
● Virginia M. Rometty

5.G.a
Packet Pg. 340 Attachment: OAKS Initiative Form (6032 : Award Contract for Banking Services) City Council
Report
City Council Meeting: December 12, 2023
Agenda Item: 5.H
1 of 6
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Architecture Services Subject: Award a Design/Build Agreement with Landscape Structures, Inc. for the Douglas Park Playground Reconstruction Project
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Sections 15301 and 15302 of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager to negotiate and execute an agreement with Landscape Structures, Inc. for the design, purchase of equipment, and installation of an inclusive playground at Douglas Park for the Public Works Department. This recommended award is made as an exception to the competitive bidding process, pursuant to Santa Monica Municipal Code (SMMC) Section 2.24.250(c) and is for an amount not to exceed $1,900,000 (including a 10% contingency) for two years with a one-year renewal option.

Summary
Santa Monica’s parks and recreation system includes aging facilities and equipment that require regular reinvestment and repair to maintain safe and accessible open spaces. Following an assessment of the system’s current physical conditions and needs, and incorporating community and stakeholder input, the removal and replacement of the existing Douglas Park playground located at 2439 Wilshire Boulevard with an inclusive (universally accessible) playground was identified as a priority project.

Staff recommends awarding a design-build agreement with Landscape Structures, Inc. for the design, purchase of equipment, and installation of an inclusive playground at Douglas Park in an amount not to exceed $1,900,000 (including a 10% contingency).

5.H
Packet Pg. 341
2 of 6
SMMC 2.24.250(c) allows for an exception to the City’s competitive bidding process when competitive procedures are followed by a cooperative purchasing agency that are equivalent to the procedures set forth in the code. Staff anticipates up to 18 months for the design and construction phases of the project, with design beginning spring 2024 and construction completion anticipated in summer 2025.

Discussion
Parks and recreational activities are central to the quality of life in Santa Monica.

Community members consistently express their appreciation for the City’s diverse parks and recreation system, and ongoing investment into cherished parks and recreation assets is necessary to continue the system’s functionality. An assessment of the parks and recreation system’s current physical conditions and needs was completed in Winter 2019. Findings from the needs assessment, which incorporated input from community members and stakeholders, are intended to guide future system enhancements.

One of the key findings of the assessment identified recreation as a means for Santa Monicans to get outside and play in a variety of ways emphasizing that play embraces Santa Monica’s culture of fitness and should be accessible and inviting for all.

Additionally, an assessment of existing playgrounds found that play equipment and safety surfaces at several playgrounds are approaching the end of their lifespan and will require replacement. Without reconstruction, these playgrounds would eventually be closed to the public for safety reasons. Douglas Park playground reconstruction was identified as a top priority in the playground assessment due to its aging equipment and lack of accessibility. Located at one of the city’s oldest parks, the playground is approximately 17,000 S.F. The playground was last renovated in the early 2000’s and the 20+ year old play equipment is in need of replacement. See Figure 1 below for project location and context.

5.H
Packet Pg. 342
3 of 6
Figure 1: Project Location
This project is necessary to ensure the playground at Douglas Park remains available to the public and that the recreational space in Douglas Park is not diminished. Project improvements would include:
• Replacement of the existing traditional play equipment with inclusive (for all abilities) play equipment.
• Replacement of the existing sand and rubber safety surface with new rubber safety surface.
• Pedestrian amenities, including shade structures, fencing, and seating.

Staff recommends that the City enter into a design-build agreement with Landscape Structures, Inc. for the design, purchase of equipment, and installation of an inclusive playground at Douglas Park.

Vendor Selection

5.H
Packet Pg. 343
4 of 6
Exception to Competitive Bidding
Staff recommends Landscape Structures, Inc. for the design, purchase of equipment, and installation as an exception to competitive bidding per Muni Code 2.24.250 (c). This section of the code allows exception to the City’s standard competitive bidding process when competitive procedures are followed by a cooperative purchasing agency, that are equivalent to the procedures set forth in the SMMC, and the goods or services are supplied to the City at the same or better price as the price obtained by that agency.

On November 10, 2020, Sourcewell (formerly known as National Joint Powers Alliance (NJPA)), a government agency that establishes national leveraged and competitively solicited purchasing contracts for education, government, and non-profits issued a Request for Proposals (RFP) for the procurement of recreation and playground equipment, accessories, and supplies. Under the terms of the RFP and the resulting Sourcewell Agreement with Landscape Structures, Inc. (Agreement #010521-LSI set to expire February 17, 2026), the City as a member agency receives an 8% discount off list price on Landscape Structures play, skate, and shade equipment for equipment orders over $80,000 and has access to the following goods and services: Standard & custom playground equipment, freestanding play, shade, surfacing, sports & fitness equipment, site furnishings, skateparks, and waterparks; installation solutions; site work (grading, concrete walkways, landscaping, drainage solutions); shelters; and independent safety audits.

Landscape Structures, Inc. provides turn-key solutions for playground and recreationrelated equipment, accessories, and supplies for several municipalities and organizations in California, including City of Santa Monica, City of Los Angeles, City of Norwalk, City of Westlake Village, City of Paso Robles, amongst others. Architecture Services staff conducted outreach to the City of Los Angeles and City of Manhattan Beach and they recommended Landscape Structures, Inc. for its reliability, expertise, and affordability. Architecture Services staff also conducted an internal comparison of three qualified vendors listed in the cooperative purchasing agency and found Landscape Structures, Inc. to be the most qualified, versatile, and responsive.

Landscape Structures, Inc. offers industry leading custom design and manufacturing expertise, local project and playground design consultation/site evaluation, and safety

5.H
Packet Pg. 344
5 of 6
audits by independent CPSI certified playground inspectors. Installation services offered through Landscape Structures, Inc. are completed by certified installers. c. competitive procedures were followed by a governmental agency, federal, state, county, city, joint powers agency, special district, or cooperative purchasing agency and the goods or services are supplied to the City at the same or better price; Engagement
On November 16, 2023, staff presented project updates to the Recreation and Parks Commission. At the meeting, the Recreation and Parks Commission unanimously approved a motion to support staff’s recommendation of entering into a design-build contract with Landscape Structures, Inc.

Next Steps
Landscape Structures, Inc. would initiate site evaluation, conduct required survey work, and identify design alternatives to be considered. Following the public outreach process, Landscape Structures, Inc. would deliver a City-approved, community supported, and technically vetted final design and construction documents. Staff anticipates up to18 months for the design and construction phases of the project, with design beginning spring 2024 and construction completion in summer 2025.

Past Council Actions
Meeting Date Description
10/27/20 (Attachment A) Grant acceptance and authorization of Los Angeles County Safe, Clean Neighborhood Parks and Beaches Measure of
2016 (Measure A) funds for the Douglas Park playground
project
6/28/22 (Attachment B) FY22-24 Biennial Capital Improvement Program Budget – Douglas Park Playground Reconstruction Project
Environmental Review
The project is categorically exempt pursuant to CEQA Guidelines Sections 15301 and 15302. Section 15301 provides exemption (Class 1) for the operation, repair, maintenance, or minor alteration of existing public or private structures or facilities, involving negligible or no expansion of use. Section 15302 (Class 2) provides exemption for the replacement or reconstruction of existing structures and facilities where the new

5.H
Packet Pg. 345
6 of 6
structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced. The project would reconstruct the existing playground at Douglas Park. In addition, none of the exceptions specified in Section 15300.2 of CEQA Guidelines would apply that would preclude the use of this CEQA exemption—the project site is not located in a sensitive environment, the project will not have a significant effect on the environment, the project would not damage scenic resources, the project would not be located on a hazardous waste site, and the project would not cause a change to a historical resource.

Therefore, this project is a Class 1 and Class 2 project exempt from CEQA.

Financial Impacts and Budget Actions
Staff seeks authority to approve available Parks and Recreation Impact Fee and Measure A funding to award an agreement with Landscape Structures, Inc. for the Douglas Park Playground Reconstruction Project.

Agreement Request
FY 2023-24 Budget
Request Amount CIP Account # Total Contract Amount
$486,225 C1008390.689000 $486,225
$1,413,775 C2008390.689000 $1,413,775
$1,900,000 Total $1,900,000
Prepared By: Yukiko Takahashi, Architectural Associate
Approved Forwarded to Council
Attachments:

A. October 27, 2020 Staff Report (Web Link)
B. June 28, 2022 Staff Report (Web Link)
C. Oaks Initiative Form - Landscape Structures, Inc.

5.H
Packet Pg. 346

CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,

OR OTHER BENEFITS FROM THE CITY OF SANTA MONICA
Santa Monica’s voters adopted a City Charter amendment commonly known as the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s text from the City Clerk.

This information is required by City Charter Article XXII—Taxpayer Protection. It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after the official votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of Santa Monica.

All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees. Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12-month period.

In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This information must be updated and supplied every 12 months.

5.H.c
Packet Pg. 347 Attachment: Oaks Initiative Form - Landscape Structures, Inc. (6033 : Award a Design/Build Agreement with Landscape Structures for Douglas

CITY OF SANTA MONICA

OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity.

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-month period;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12- month period; or

7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12- month period.

Name(s) of persons or entities receiving public benefit:

Name(s) of trustees, directors, partners, and officers:

Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: ________________ Email: ____________________________________ Phone: ____________________ FOR CITY USE ONLY:

Bid/PO/Contract # ____________________________ Permit # ___________________________

5.H.c
Packet Pg. 348 Attachment: Oaks Initiative Form - Landscape Structures, Inc. (6033 : Award a Design/Build Agreement with Landscape Structures for Douglas City Council
Report
City Council Meeting: December 12, 2023
Agenda Item: 5.I
1 of 7
To: Mayor and City Council
From: Anuj Gupta, Director of Transportation, Parking Operations (DOT) Subject: Award Contract for Managing Advertising Program in City Owned Parking Structures
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of categorical exemption pursuant to Section 15301 and Section 15311 of the California Environmental Quality Act (CEQA) Guidelines;

2. Award RFP# 375 to BIG Outdoor, for sales, administration, and installation and maintenance of advertising in City-owned parking structures for the Department of Transportation; and

3. Authorize the City Manager to negotiate and execute an agreement with BIG Outdoor for sales, administration, and installation and maintenance of advertising in City-owned parking structures over a five-year period, with two one-year renewal options, with guaranteed minimum revenue of $90,000 dollars in year one, and an increase of 2% per year thereafter.

Summary
The City of Santa Monica owns and operates 12 parking structures consisting of roughly 6,900 parking spaces in and around the downtown area. Approximately 3.9 million people park in these downtown structures per year, making the interior surfaces of these structures attractive spaces for advertising. In 2012, Downtown Santa Monica, Inc. (DTSM) managed an advertising program through Van Wagner Communications, LLC, but that program expired several years ago. The Santa Monica Department of Transportation (DOT) Parking Division plans to reinstate an advertising program in these structures and create a new revenue source for the City. Staff advertised a Request for Proposals (RFP) for a turnkey advertising program including not only

5.I
Packet Pg. 349
2 of 7
posting services but also sales and program coordination provided to generate advertising revenue. A turnkey parking structure advertising program would be efficient, cost-effective, and generate significant revenue for the City. After reviewing the proposal, the evaluation team recommends BIG Outdoor to administer this parking structure advertising program.

Discussion
For more than 20 years, DOT’s Big Blue Bus (BBB) has overseen a revenue-generating advertising program selling commercial advertising space on the exterior and interior of Big Blue Bus fixed route vehicles. BBB is currently using a turnkey advertising program whereby the vendor Vector Media manages the program and the City takes a percentage of advertising revenue. This has proven to be a reliable and significant source of income for the City’s Big Blue Bus Fund. The proposed parking structure advertising program is being modeled after this program.

The parking structure advertising program would generate a guaranteed minimum revenue to the City of $90,000 for the first year (with an increase of 2% per year for the following five years). It is estimated to bring in $450,000 for the first year (with an increase of 2% per year for the following 5 years). The first-year revenues would be reduced on a one-time basis by $50,625 to fund the capital costs to install the initial advertisements, resulting in a net estimated first-year revenue of $241,875 (Attachment A). Each year’s revenue would go to a newly created general revenue account.

In addition to generating revenue for the City, the advertising program would enhance the appearance of the parking structures by having several interior advertising spaces maintained by an outside vendor. This vendor would be responsible for posting advertisements and maintaining them, including graffiti removal and repairs due to vandalism. This would assist the Parking Division’s effort to maintain the appearance of the parking structures and make repairs and enhancements as needed.

5.I
Packet Pg. 350
3 of 7
All advertisements displayed in the parking structure will comply with the City’s advertisement policy (Attachment B). These guidelines restrict advertisements containing political, adult-related products, sexual subject matter, subject matter infringing on copyright data, profanity, violence, and other subject matters deemed inappropriate by the City per the policy.

In July 2023, staff issued a Request for Proposals (RFP) to sell and display advertising at 57 designated locations in Parking Structures 1, 2, 4, 5, 6, 7, and 8. The RFP contained two options: Option 1 – Guaranteed Fixed Revenue, and Option 2 – Revenue Share with Minimum Guarantee. The City received one proposal from BIG Outdoor with cost proposals for Options 1 and 2 which are as follows:
• Option 1 -Minimum of $200,000 in year 1 (with a 2% increase for the next 5 years).
• Option 2 -Minimum guarantee of $150,000 in year 1 (with a 2% increase for the next 5 years).
-65% of gross revenue minus initial capital expenses with an estimated yearly revenue of $487,500 (minus initial capital expenses) in year 1 (with a 2% increase for the next 5 years).

Parking Structures 7 and 8, adjacent to Santa Monica Place mall, are owned by the City but operated by Macerich. Macerich and the City have a contract that establishes a partnership between the City and Macerich wherein Macerich shares in the operating expenses of these structures and also shares in the revenue for these structures. In the previous advertising program (administered by DTSM), Macerich received a percentage of the revenues received for advertisements in structures 7 and 8. Following the receipt of BIG Outdoor’s proposal, City staff inquired with Macerich regarding their interest in participating in this advertising program, and Macerich staff indicated that they would not like to participate initially but would support possible inclusion of structures 7 and 8 at a future date.

5.I
Packet Pg. 351
4 of 7
After informing BIG Outdoor of this change (removing structures 7 and 8 and reducing the number of advertising locations from 57 to 44), Parking staff received an updated proposal from BIG Outdoor. BIG Outdoor indicated that the change would reduce projected gross revenues by 40% given that structures 7 and 8 were the largest in their original proposal, resulting in the following updated figures for Options 1 and 2:
• Option 1 -Minimum of $120,000 in year 1 (with a 2% increase for the next 5 years).
• Option 2 -Minimum guarantee of $90,000 in year 1 (with a 2% increase for the next 5 years).
-65% of revenue share (minus initial capital costs) with an estimated yearly revenue of $241,875 ($292,500-$50,625) in year 1, $302,737.50 in year 2, then a 2% increase for each year afterwards.
• Capital expenses required to complete the initial install of advertisements to be subtracted from the City’s revenues reducing the City’s first year revenues by an estimated $50,625.

The contract (per the proposal) gives the City 65% of gross revenue after the initial capital expenses are deducted. This gives the City the ability to add structures 7 and 8 in the future without needing a contract modification. It also gives the City the option to add other City-owned parking structures beyond those currently contemplated if the City and BIG Outdoor agree.

The BIG Outdoor proposal was evaluated by a cross-functional team of DOT staff based on criteria established in the RFP. Additionally, BIG Outdoor was interviewed by the evaluation team during the evaluation process, performing well and receiving an acceptable score.

5.I
Packet Pg. 352
5 of 7
Staff recommends that the contract be awarded to BIG Outdoor as the best bidder. Staff recommends Approach 2 (Including Structures 1, 2, 4, 5, and 6) with all revenues (including the $90,000 minimum guarantee and estimated $241,875 in year one) to be deposited to the general fund revenue budget. These revenues would be directed towards the City’s top priority needs, which include deferred maintenance and improvements at City-owned parking facilities.

Best and Only
Proposer
BIG Outdoor
Submittals Received Selection Criteria
Bidder BIG
Outdoor Municipal Code SMMC 2.24.190
Evaluation Criteria Price and revenue generated by sales; the quality of the material or services offered;
the ability, capacity and skill of the bidder to
perform or provide the materials or services;
the capacity of the bidder to perform the
contract or provide the service promptly,
within the time specified, and without delay
or interference; the sufficiency of the
bidder’s financial resources; the character,
and integrity, reputation, judgment, training,
experience and efficiency of the bidder.

Bid Data
Date Posted Posted On Advertise In
(City Charter &
SMMC)
Vendors
Downloaded
Date Publicly
Opened
August 31,
2023
City’s Online
Bidding Site
Santa Monica
Daily Press
19 October 12, 2023

5.I
Packet Pg. 353
6 of 7
Additional Vendor Outreach & Justification to Award
Procurement conducted additional outreach to vendors who downloaded the bid to see why they did not submit a bid but did not receive a response.

Based on the evaluation criteria and criteria in SMMC 2.24.190, staff recommends BIG Outdoor (the only bidder) as the best bidder for the selling and posting of advertising for City owned parking structures. The recommendation is based on the firm’s guaranteed revenue proposal of 65% of gross revenues minus initial capital expenses, their previous experience working with other agencies creating similar advertisements in public spaces, positive references from numerous BIG Outdoor clients including Macerich, Asana Group, and Atlanta Downtown Improvement District, and its relevant staff experience.

Additionally, the Big Outdoor team is technically skilled, which is highlighted by their proven track record growing advertising revenue in their partnerships with numerous other agencies. In addition, BIG Outdoor is the City selected vendor moving forward with the digital out-of-home kiosk program, so they are already a vetted City partner for a major advertising initiative.

Environmental Review
The advertising program is exempt from CEQA pursuant to Sections 15301 (Class 1 Existing Facilities), and Section 15311 (Accessory Structures) of the CEQA Guidelines.

Section 15301 of CEQA Guidelines provides exemption for the minor alteration of existing public or private facilities involving negligible or no expansion of use. Section 15311 provides for the construction of minor accessory structures that are accessory to existing commercial, industrial, or institutional facilities including on-premise signs. The project will include advertising signage and postings on the interior surfaces of various locations in existing City owned parking structures. Therefore, the project qualifies for exemption under Sections 15301 and 15311. In addition, none of the exceptions specified in Section 15300.2 of CEQA Guidelines would apply that preclude the use of this CEQA exemption. The project site is not located in a sensitive environment, would not have a significant effect on the environment, would not damage scenic resources, would not be located on a hazardous waste site, and would not cause a change to historic resources. Therefore, this project is categorically exempt from CEQA.

5.I
Packet Pg. 354
7 of 7
Financial Impacts and Budget Actions
If approved, a new revenue account will be created to capture all parking advertising revenue, including the minimum guarantee of $90,000 per year. The revenues will be deposited in the General Fund in account 01600004.4XXXXX. Budget adjustments would be incorporated in the year-end budget and/or FY 2024-25 exception-based budget, as needed.

Prepared By: Zach Pollard, Parking Manager
Approved Forwarded to Council
Attachments:

A. Attachment B -City Parking Structure Ad Policy -Updated B. Attachment A - Cost and Pro Forma Data -Updated
C. 23-1012_Oaks_Initiative -Signed

5.I
Packet Pg. 355

ATTACHMENT B

CITY OF SANTA MONICA

PARKING DIVISION POLICY FOR ADVERTISEMENTS IN PARKING STRUCTURES

This Parking Division adver#sing policy is intended to maintain governmental neutrality, avoid actual or perceived discrimina#on in adver#sing, respect First Amendment rights, avert harm or abuse to users of parking structures and the structures themselves, maximize adver#sing revenues, and preserve marketability of adver#sing space in Parking Structures.

To achieve these purposes, the City allows all types of parking structure adver#sing, without regard to content and viewpoint, except adver#sing that contain material falling within one or more of the following categories:

1. Poli#cal campaign speech. Ads that promote or oppose the elec#on of any candidate or group of candidates for federal, state, or local government office, or any legisla#on, ini#a#ve, referendum, or ballot measure.

2. Adult related products and services, such as alcohol, firearms, and tobacco, smoking, smoking materials, including electronic smoking or “vaping.”

3. Sexual or excretory subject ma;er, and/or Harmful Ma;er as defined by the California Penal Code Sec#ons 311 or 313.

4. False, misleading, or decep#ve material. Any material that is, or the sponsor reasonably should have known is, false, fraudulent, misleading, decep#ve, or would cons#tute a tort of defama#on or invasion of privacy.

5. Material that infringes on any copyright, trade or service mark, #tle, or slogan.

6. Illegal Ac#vity. Material that promotes or encourages unlawful or illegal behavior or ac#vi#es under local, state, or federal laws.

7. Profanity or violence. Adver#sing that contains any profane language, or portrays images or descrip#ons of graphic violence, including dead, mu#lated, or disfigured human beings or animals, or inten#onal inflic#on of pain or violent ac#on towards or upon a person or animal, or that depicts weapons or devices that appear to be aimed or pointed at the viewer or observer in a menacing manner.

8. Material harmful or disrup#ve to the opera#on of the parking structures. Material so objec#onable under contemporary community standards as to be reasonably foreseeable to result in harm to, disrup#on of, or interference with the parking structure opera#on.

9. Material that conflicts with any applicable federal, state, or local law, statute, or ordinance.

The City’s acceptance of an adver#sement does not cons#tute express or implied endorsement of the content of the message of the adver#sement, including any person, organiza#on, products, services,

5.I.a
Packet Pg. 356 Attachment: Attachment B -City Parking Structure Ad Policy -Updated (6043 : Award Contract for Managing Advertising Program in City Owned informa#on, or viewpoints contained therein, including content that may be found via internet address or quick response (QR) codes that may appear in posted ads that direct viewers to external sources of informa#on. All third-party adver#sements appearing on City property must contain the following disclaimer, appearing in a consistent form and manner:

The views and/or opinions expressed by the adver#ser are not necessarily those of the City of Santa Monica.

5.I.a
Packet Pg. 357 Attachment: Attachment B -City Parking Structure Ad Policy -Updated (6043 : Award Contract for Managing Advertising Program in City Owned 6 COST PROPOSAL
21 5.I.b
Packet Pg. 358 Attachment: Attachment A - Cost and Pro Forma Data -Updated (6043 : Award Contract for

CONFIDENTIAL INFORMATION

COST PROPOSAL
Plan for ongoing management of advertising sales:

BIG would implement a dedicated sales approach to deliver maximum value to the Santa Monica Parking Structure Advertising platform. The wealth of experience BIG Outdoor brings to this network will ensure high-quality advertisers and content to be displayed on the network. Using our key agency relationships and current experience in media sales in Santa Monica, BIG is confident in the value of this program. It would not only bring value to advertisers and the City of Santa Monica, but also positively impact local businesses in the downtown SM area.

BIG OUTDOOR’S FINANCIAL OFFER:
• Approach 1: Guaranteed Fixed Revenue
• Provide cost based on 44 locations and detail how price changes with the addition of subtraction of locations.

BIG Outdoor to offer the City of Santa Monica a minimum annual guarantee in the amount of $120,000 in Year 1 of the program assuming 44 static signage locations. With additional locations added, BIG Outdoor will provide the city with an updated revenue projection based on approved set of locations and proportionally increase guaranteed rent.
• Approach 2: Revenue Share with Minimum Guarantee, whichever is greater.
• Revenue share to Parking Administration shall be at least 65% of revenue.

BIG Outdoor to offer the City of Santa Monica the greater of 65% of gross advertising revenue and a minimum annual guarantee (MAG) rent in the amount of $90,000 in Year 1 of the program. MAG rent to escalate by 2% every year. During recoupment of BIG Outdoor’s initial capital investment, the city to receive 20% of gross revenue until full recoupment.
23 Projected Advertising Sales Rate & Revenue Projections:

BIG Outdoor projects gross annual revenue projections in year 1 @ $450,000 w/ 2% growth each year over the life of the term. Based on these projections and proposal Approach 2, the city’s share of gross revenue shares in year 1 at 65% share would be $292,500 (before recoupment of initial capital investment made by BIG Outdoor).

Capital Expenditures to build-out and maintain the static displays The capital expenditures associated with building out new structural systems for the larger static displays (i.e. 10 x 22 & 10 x 40) in the parking garages are estimated at a total of $90,000. We have also allotted additional capital for engineering, permitting and other requirements we may encounter. Capital Expenses incurred by BIG Outdoor to be recouped by taking a larger revenue share of 80% until recouped (As detailed in Approach 2).

For maintenance costs related to the displays, we estimate on average each of the displays will require approximately $750 per year in general maintenance. BIG Outdoor to assume all maintenance costs during life of agreement term and will NOT be taken out of city’s revenue share (Only initial capital expenses to be recouped).

BIG Outdoor acknowledges that the City is a public entity subject to the provisions of the Public Records Act and respectfully requests that, except as required by law, the City will not disclose the information marked confidential as trade secrets or proprietary financial information received from BIG Outdoor.

5.I.b
Packet Pg. 359 Attachment: Attachment A - Cost and Pro Forma Data -Updated (6043 : Award Contract for 6 COST PROPOSAL
21 P&L and DCF
Santa Monica Parking Garages - Static Displays (INCLUDING P7 & P8) Revenue Growth Rate: 3.5% BIG 80% BIG 35%
Marginal Expense Growth Rate: 3.0% OWNER 20% OWNER 65% Estimated Development Costs 150,000.0 Promotional LED Signage Platform 750,000.0
Minimum Annual Guarantee Rent: 150,000.0 Total Development Cost 150,000.0 Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 6 Yr 7 Yr 8 Yr 9 Yr 10 TOTALS SM Parking Garages - Static Displays
Growth % 3.5% 3.5% 3.5% 3.5% 3.5% 3.5% 3.5% 3.5% 3.5%
Media Revenue 750,000.0 776,250.0 803,418.8 831,538.4 860,642.3 890,764.7 921,941.5 954,209.4 987,606.8 1,022,173.0 Total Gross Revenue $ 750,000.0 $ 776,250.0 $ 803,418.8 $ 831,538.4 $ 860,642.3 $ 890,764.7 $ 921,941.5 $ 954,209.4 $ 987,606.8 $ 1,022,173.0 $ 8,798,544.9 Net Media Revenue $ 750,000.0 $ 776,250.0 $ 803,418.8 $ 831,538.4 $ 860,642.3 $ 890,764.7 $ 921,941.5 $ 954,209.4 $ 987,606.8 $ 1,022,173.0 $ 8,798,544.9 Revenue Shares Pre-Recoup
Revenue Share (CITY OF SM) $ 37,500.0 $ - $ - $ - $ - $ - $ - $ - $ - $ - Revenue Shares Post-Recoup
Revenue Share (CITY OF SM) $ 365,625.0 $ 504,562.5 $ 522,222.2 $ 540,500.0 $ 559,417.5 $ 578,997.1 $ 599,262.0 $ 620,236.1 $ 641,944.4 $ 664,412.5 Post-Recoup Minimum Annual Guarantee (MAG) $ 150,000.0 $ 153,000.0 $ 156,060.0 $ 159,181.2 $ 162,364.8 $ 165,612.1 $ 168,924.4 $ 172,302.9 $ 175,748.9 $ 179,263.9 $ 1,642,458.1 MAG Escalation % 2% 2% 2% 2% 2% 2% 2% 2% 2%
Total Annual Revenue Shares
CITY OF SANTA MONICA $ 403,125.0 $ 504,562.5 $ 522,222.2 $ 540,500.0 $ 559,417.5 $ 578,997.1 $ 599,262.0 $ 620,236.1 $ 641,944.4 $ 664,412.5 $ 5,634,679.2 Economic Assumptions Pre-Recoup Share Post-Recoup Share Big Outdoor's Projected Capital Expenditures PRO FORMA / INCLUDING P7 & P8 5.I.b
Packet Pg. 360 Attachment: Attachment A - Cost and Pro Forma Data -Updated (6043 : Award Contract for 6 COST PROPOSAL
21 P&L and DCF
Santa Monica Parking Garages - Static Displays (EXCLUDING P7 & P8) Revenue Growth Rate: 3.5% BIG 80% BIG 35%
Marginal Expense Growth Rate: 3.0% OWNER 20% OWNER 65% Estimated Development Costs 90,000.0 Promotional LED Signage Platform 450,000.0
Minimum Annual Guarantee Rent: 90,000.0 Total Development Cost 90,000.0 Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 6 Yr 7 Yr 8 Yr 9 Yr 10 TOTALS SM Parking Garages - Static Displays
Growth % 3.5% 3.5% 3.5% 3.5% 3.5% 3.5% 3.5% 3.5% 3.5%
Media Revenue 450,000.0 465,750.0 482,051.3 498,923.0 516,385.4 534,458.8 553,164.9 572,525.7 592,564.1 613,303.8 Total Gross Revenue $ 450,000.0 $ 465,750.0 $ 482,051.3 $ 498,923.0 $ 516,385.4 $ 534,458.8 $ 553,164.9 $ 572,525.7 $ 592,564.1 $ 613,303.8 $ 5,279,126.9 Net Media Revenue $ 450,000.0 $ 465,750.0 $ 482,051.3 $ 498,923.0 $ 516,385.4 $ 534,458.8 $ 553,164.9 $ 572,525.7 $ 592,564.1 $ 613,303.8 $ 5,279,126.9 Revenue Shares Pre-Recoup
Revenue Share (CITY OF SM) $ 22,500.0 $ - $ - $ - $ - $ - $ - $ - $ - $ - Revenue Shares Post-Recoup
Revenue Share (CITY OF SM) $ 219,375.0 $ 302,737.5 $ 313,333.3 $ 324,300.0 $ 335,650.5 $ 347,398.2 $ 359,557.2 $ 372,141.7 $ 385,166.6 $ 398,647.5 Post-Recoup Minimum Annual Guarantee (MAG) $ 90,000.0 $ 91,800.0 $ 93,636.0 $ 95,508.7 $ 97,418.9 $ 99,367.3 $ 101,354.6 $ 103,381.7 $ 105,449.3 $ 107,558.3 $ 985,474.9 MAG Escalation % 2% 2% 2% 2% 2% 2% 2% 2% 2%
Total Annual Revenue Shares
CITY OF SANTA MONICA $ 241,875.0 $ 302,737.5 $ 313,333.3 $ 324,300.0 $ 335,650.5 $ 347,398.2 $ 359,557.2 $ 372,141.7 $ 385,166.6 $ 398,647.5 $ 3,380,807.5 Economic Assumptions Pre-Recoup Share Post-Recoup Share Big Outdoor's Projected Capital Expenditures PRO FORMA / EXCLUDING P7 & P8 5.I.b
Packet Pg. 361 Attachment: Attachment A - Cost and Pro Forma Data -Updated (6043 : Award Contract for

5.I.c
Packet Pg. 362 Attachment: 23-1012_Oaks_Initiative -Signed (6043 : Award Contract for Managing Advertising Program in City Owned Parking Structures) City Council
Report
City Council Meeting: December 12, 2023
Agenda Item: 5.J
1 of 5
To: Mayor and City Council
From: Christopher Smith, Acting Chief Information Officer, Information Services Department
Subject: Accept Bid with vCloud Tech for Proofpoint Cybersecurity Software Licenses Recommended Action
Staff Recommends that the City Council

1. Award Bid #4471 to vCloud Tech to provide Proofpoint's Intelligent Classification and Protection, Enterprise Data Loss Prevention, and Web Security solutions, associated licensing, and services as required by the Information Services Department;

2. Authorize the Procurement Manager to issue a purchase order with vCloud Tech for Proofpoint's Intelligent Classification and Protection, Enterprise Data Loss Prevention, and Web Security solutions, associated licensing, and services in the amount not to exceed $506,826 for an initial two-year term, with one additional one-year renewal option to extend on the same terms and conditions for a total amount not to exceed $799,918, with future year funding contingent on Council budget approval; and

3. Adopt a finding of Categorical Exemption pursuant to Section 15061(d)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

Summary
Ensuring the security and integrity of data and technology systems is critical to the delivery of City services and operations. Every function of City business relies on technology in some way. In 2021, the Information Services Department (ISD) was awarded funding totaling $692,153 as a part of the annual U.S. Department of Homeland Security (DHS), Federal Emergency Management Agency's Urban Area Security Initiative (UASI) grant to be used on cybersecurity program enhancements.

The City again received UASI grant funding in the amount of $370,000 in the 2022 grant

5.J
Packet Pg. 363
2 of 5
cycle to support the City’s information security efforts. ISD will utilize the grant funding to issue a purchase order with vCloud Tech to implement solutions from Proofpoint to monitor and safeguard the City’s data stored with cloud-based providers, strengthen identity management, and provide greater cybersecurity risk prioritization to aid in cyberattack prevention.

Discussion
The City of Santa Monica’s Information Services Department manages a technology environment that includes over 300 software systems, 2,000 computers, a data center, several cloud-hosted solutions, a disaster recovery environment, fiber networks connecting City facilities and assets, and public-facing webpages and portals used by City customers. It is vital this technology and the data stored in them is maintained in such a way to provide resilience and to protect the confidentiality, integrity, and availability of the City’s operations.

Selecting Proofpoint’s intelligent classification and protection, data loss prevention, and web security solution is part of ISD’s strategic plan aimed at fortifying the City’s cybersecurity posture. The comprehensive capabilities of Proofpoint’s solution provide robust protection against data breaches and cyber threats. Intelligent Classification and Protection ensure sensitive information is appropriately handled, reducing the risk of data leaks. The data loss prevention features offer an additional layer of defense, preventing unauthorized access and safeguarding critical business data. Coupled with advanced web security measures, Proofpoint’s solution not only mitigates cybersecurity risks but also promotes a secure online environment for City staff and the public.

Ultimately, choosing Proofpoint aligns with City’s commitment to maintaining the highest standards of data security and safeguarding the integrity of City operations.

The City has used Proofpoint information security tools since 2019. The addition of Proofpoint's Intelligent Classification and Protection, Enterprise Data Loss Prevention, and Web Security solutions will integrate with the City's existing information security tools to ensure more secure monitoring and protection of the City's technology and allows ISD staff to address the full spectrum of people-centric data-loss scenarios.

5.J
Packet Pg. 364
3 of 5
These tools also ensure more secure computing by staff, whether in the office or working remotely and adds additional security to protect sensitive data stored in City systems.

Vendor Selection
Bidder Recommendation
Best Bidder vCloud Tech, Inc.

Evaluation Criteria Price; the ability, capacity and skill of the bidder to perform or provide the materials or services. The City shall have absolute discretion in determining the applicability and weight of the criteria listed above. The City is not required to select the bid with the lowest price.

Municipal Code SMMC 2.24.180
Submittals Received
Vendor Total 3 Year Pricing Vendor Total 3 Year Pricing vCloud Tech $799,918 Wave Strong $821,934
Axelliant LLC $803,150 Smart IT Pros Inc $837,944
Phaeton Solutions LLC $811,475
Bid Data
Date Posted Posted On
Advertise In
(City Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
10/18/2023 City's Online
Bidding Site
Santa Monica Daily Press 22 11/17/2023
Best Bidder Justification
Staff recommends vCloud Tech, Inc. as the best bidder to provide Proofpoint's Intelligent Classification and Protection, Enterprise Data Loss Prevention, and Web Security solutions, associated licensing, and services. vCloud Tech offered the best overall pricing for licensing and has successfully provided Proofpoint licensing for the City as well as being a trusted vendor.

Past Council Actions
Meeting Date Description
5/10/2022
(attachment A)
Authorization to accept the 2021 Urban Area Security Initiative (UASI) Grant Funds for Homeland Security Projects and enter into a Subrecipient agreement with the City of Los Angeles
Environmental Review
The bid award to provide Proofpoint's Intelligent Classification and Protection, Enterprise Data Loss Prevention, and Web Security solutions, associated licensing, and services is exempt from the California Environmental Quality Act (CEQA) pursuant to

5.J
Packet Pg. 365
4 of 5
Section 15061(b)(3) of the CEQA Guidelines. The award agreement is covered by the common sense exemption which states that CEQA does not apply, where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

Financial Impacts
Staff seeks authority to approve available funding from the Miscellaneous Grants Fund to award a purchase order to vCloud Tech to provide Proofpoint's Intelligent Classification and Protection, Enterprise Data Loss Prevention, and Web Security solutions, associated licensing, and services. Future year funding is contingent on Council budget approval.

5.J
Packet Pg. 366
5 of 5
If future grant funds are not awarded to the City to cover the costs of continuing the subscription beyond this three-year period, staff will seek alternative funding opportunities or discontinue its use of these tools.

Purchase Order Request
FY 2023-24
Request Amount Future Years Amount Account # Total Contract Amount $477,692 $0 20140001.55518F $477,692
$29,134 $293,092 20140001.55518G $322,226
$506,826 $293,092 TOTAL $799,918
Prepared By: Christopher Smith, Acting Chief Information Officer Approved Forwarded to Council
Attachments:

A. 2021 Urban Area Security Initiative (UASI) Grant Funds for Homeland Security Projects (Web Link)
B. vCloud - FY23-24_Oaks_Initiative_Disclosure_Form

5.J
Packet Pg. 367

CITY OF SANTA MONICA OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity.

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-month period;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12- month period; or

7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12- month period.

Name(s) of persons or entities receiving public benefit:
vCloud Tech Inc.

Name(s) of trustees, directors, partners, and officers:

Muhammad Khan (CEO) 49% Nadia Khan (President) 51%
Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Prepared by: Muhammad Khan Title: CEO
Signature: Date: 11/07/2023
Email: [email protected] Phone: (310) 870-1235
FOR CITY USE ONLY:

Bid/PO/Contract # Permit #
Muhammad Khan (CEO) 49% Nadia Khan (President) 51%

5.J.b
Packet Pg. 368 Attachment: vCloud - FY23-24_Oaks_Initiative_Disclosure_Form (6067 : Award Bid with vCloud Tech - Proofpoint Cybersecurity Software) City Council
Report
City Council Meeting: December 12, 2023
Agenda Item: 5.K
1 of 3
To: Mayor and City Council
From: Ramon Batista, Police Chief, Police Department
Subject: Authorization to Accept the 2023 Justice Assistance Grant for implementation of the JAG Project to Impact Crime and Keep Neighborhoods Safe Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines;

2. Authorize the City Manager to accept a grant award in the amount $55,117 from the U.S. Department of Justice (DOJ) Edward Byrne Memorial Justice Assistance Grant for implementation of the JAG 2023 Project to Impact Crime and Keep Neighborhoods Safe in the Police Department, and to accept all grant renewals;

3. Authorize the City Manager to execute all necessary documents to accept the grant; and

4. Authorize budget changes as outlined in the Financial Impacts & Budget Actions section of the report.

Summary
To reduce crime and keep neighborhoods safe, the Santa Monica Police Department (SMPD) utilizes a variety of public safety and quality of life strategies, including the use of focused operations that are supported by both sworn officers and civilian staff. To prevent a reduction in routine service responses and to maintain the quality of regular service, these supplemental crime impact operations are staffed using personnel on overtime. To supplement funding for overtime costs to support these activities, the Police Department has been awarded a grant in the amount of $55,117 under the 2023 Edward Byrne Memorial Justice Assistance Grant Program (JAG), which is administered by the U.S. Department of Justice (DOJ).

5.K
Packet Pg. 369
2 of 3
Discussion
The JAG program is a formula grant that provides funding to support a range of program areas including law enforcement. Formula allocations are awarded by the DOJ to each State and then to local jurisdictions based on population and crime statistics.

Santa Monica has been an annual recipient of varying amounts of Justice Department grant funds for the past thirteen years. Past projects supported by this funding have included interoperable communications equipment, funding of overtime for crime control operations, funding for certified crime lab services, and funding for DNA forensic testing.

The Santa Monica Police Department plans to leverage these funds for additional overtime operations for special details. Without the additional JAG funds, the opportunity to run focused operations targeting specific issues and concerns is reduced.

SMPD would use the funds to plan crime control operations that specifically target priority crimes and public safety issues and quickly respond to unplanned neighborhood crime and public safety concerns. These strategies meet unfunded needs and will serve to improve quality of life by reducing area crime and social disorder.

Environmental Review
The acceptance of the grant and use of grant funding is categorically exempt from CEQA pursuant to Section 15061(b)(3) of the CEQA Guidelines. The grant is covered by the commonsense exemption which states that CEQA does not apply, “where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” The grant will support the Police Department operations and functions, providing funding for overtime costs. Therefore, it can be seen with certainty that the proposed modification would not result in adverse physical impacts on the environment, and as such, is categorically exempt from CEQA.

Past Council Actions
Meeting Date Description
4/11/23 (attachment A) Fiscal Year 2022-23 Midyear Budget - Authorize City Manager to Accept a JAG 2022 Grant Award.

5.K
Packet Pg. 370
3 of 3
Financial Impacts and Budget Actions
Staff seeks authority to accept a grant from the Edward Byrne Memorial Justice Assistance Grant Program (JAG), which is administered by the U.S. Department of Justice.

FY 2023-24 Grant Budget Changes
Establish Revenue Budget Appropriate Funds
Account Number(s) Amount Account Number(s) Amount
20180001.40426G $55,117 20180001.55547G $55,117
Total $55,117 Total $55,117
If renewals are awarded, budget changes will be included in subsequent year budgets, contingent on Council budget approval.

Prepared By: Jose Arroyo, Senior Administrative Analyst Approved Forwarded to Council
Attachments:

A. April 11, 2023 - Staff Report (Web Link)

5.K
Packet Pg. 371
City Council
Report
City Council Meeting: December 12, 2023
Agenda Item: 5.L
1 of 7
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Architecture Services Subject: Award Construction Contract to RAMCO for the 7th Street Fencing Upgrade and Activation Project
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15301 (Existing Facilities), Section 15302 (Replacement/Reconstruction), Section 15304 (Minor Alterations to Land), and Section 15311 (Accessory Structures) of the California Environmental Quality Act (CEQA) Guidelines.

2. Award Bid #SP2577 to RAMCO General Engineering Contractor for construction services for the 7th Street Fencing Upgrade and Activation Project for the Department of Transportation.

3. Authorize the City Manager to negotiate and execute a contract with RAMCO General Engineering Contractor in an amount not to exceed $1,985,000 (including a $250,000 contingency).

4. Authorize the Director of Public Works to issue any necessary change orders to complete additional work within contract authority.

5. Authorize budget changes as outlined in the Financial Impacts & Budget Actions section of this report.

Summary
The 7th Street Fencing Upgrade and Activation Project (Project) would deliver capital improvements to Santa Monica’s Big Blue Bus property located at 1620 6th Street. The Project is funded through a combination of local funds and federal grant funds under the Federal Transit Administration (FTA) FY21 Section 5307 1% Associated Transit Improvement Funding Program. Improvements include fencing upgrades to adequately secure facilities including the City’s fueling station at Olympic and Fifth and the conversion of an underutilized twelve-foot landscape buffer along the west side of 7th

5.L
Packet Pg. 372
2 of 7
Street into an active series of dog exercise, picnic, and mobility parking areas. Staff recommends awarding a construction contract to RAMCO General Engineering Contractor for the Project in an amount not to exceed $1,985,000 (including a $250,000 contingency). Construction is expected to begin by spring 2024 and be completed within six months.

Discussion
The City of Santa Monica’s Big Blue Bus (BBB) property located at 1620 6th Street is bounded by 5th Street to the west, Colorado Avenue to the north, 7th Street to the east, and Olympic Boulevard to the south. The site presently contains the BBB’s administration building, maintenance facilities, staff and bus parking, and fueling station.

The site is adjacent to Downtown Santa Monica’s Expo light rail station and a major BBB bus stop that provides regional connectivity via Route 7 and Rapid 7. The BBB property and its immediate vicinity fall within the Transit Adjacent land-use district designated in the City’s Downtown Community Plan.

The BBB property’s fencing along the west side of 7th Street north of Olympic Boulevard is at the end of its useful life and requires removal and replacement. The fueling station located at the northeast corner of 5th Street and Olympic Boulevard has often been vandalized and requires new fencing with motorized vehicular access gates and a pedestrian access gate for maintenance. By making these upgrades, City facilities would be adequately maintained and secured, and would result in ongoing cost savings. Further, in support of the Downtown Community Plan vision for vibrant, publicly accessible open spaces and amenities to meet the growing needs of the Downtown neighborhood, the underutilized twelve-foot landscape buffer along the west side of 7th Street would be converted into open green space designed for dog exercise as well as separate areas for downtown residents, visitors, and employees to meet, picnic or pick up or drop off an e-bike or e-scooter from a shared mobility device drop zone. See Figure 1 below for project location and context.

5.L
Packet Pg. 373
3 of 7
Figure 1: Project Location
Funded through a combination of local funds and federal grant funds under the FTA FY21 Section 5307 1% Associated Transit Improvement Funding Program, this project would deliver the following capital improvements:
• Replace existing 7th Street fence and gates and increase visibility between southeast surface parking lot and sidewalk.
• Install new fencing at the fueling station area with motorized vehicular access gates and a pedestrian access gate. Westbound Olympic Boulevard would be reconfigured to create a dedicated right turn lane into the fueling station. • Create four fenced and gated dog exercise areas (two areas for large dogs, an area for small dogs, and an area for injured/in-training dogs). New dog exercise areas would include a sprinkler system, pet drinking fountains, pet waste stations, dog play elements, seating, lighting, and signage. • One picnic area with on-site movable furniture, trees, and shade devices. • Removal of existing panels in the decorative wall at Colorado Avenue to increase visibility. Finish framed openings consistent to existing design. • Designated shared mobility e-bike/e-scooter drop zone.

5.L
Packet Pg. 374
4 of 7
• Shade trees, landscaping improvements, and plant relocation.

Low maintenance and low-cost solutions were considered throughout design. Ongoing maintenance costs are anticipated to be nominal increases, if any, given that Big Blue Bus already maintains trash and landscape in the area, as well as currently funds extra security details that may be curtailed after successful activation. Construction is expected to begin by spring 2024 and be completed within six months.

Engagement
On September 1, 2020, the City issued a formal Request for Proposals (RFP) to obtain professional design services for the Project. On January 12, 2021, Council awarded RFP #2577 to SWA Group and authorized the City Manager to negotiate and execute a professional services agreement with SWA Group in an amount not to exceed $158,000 (including a 10% contingency). On June 24, 2021, staff and the consultant team hosted a virtual public workshop and invited the community and stakeholders to provide input on draft concept plans. On July 19, 2021, staff presented to and received Architectural Review Board (ARB) approval for the project. The design work incorporating community and stakeholder input is complete.

Vendor Selection
Bidder Recommendation
Best Bidder RAMCO General Engineering Contractor
Evaluation Criteria Price, Experience and Technical Competence Municipal Code SMMC 2.24.180
Submittals Received
Vendor Total
(base bid and alternate bids)
RAMCO General Engineering Contractor $1,984,496.50
Access Pacific, Inc. $2,706,901.50
Axiom Group $3,057,959.00
C.S. Legacy Construction $3,127,223.33
Bid Data
Date
Posted Posted On Advertise In (City Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
09/12/23 City’s Online Santa Monica 41 10/11/23

5.L
Packet Pg. 375
5 of 7
Bidding Site Daily Press
Best Bidder Justification
Staff recommends RAMCO General Engineering Contractor as the best bidder based on bid price and experience and technical competence. The recommended bidder has demonstrated the ability to perform and complete quality work on past projects for the City of Santa Monica.

Environmental Review
The bid award for the 7th Street Fencing Upgrade and Activation Project is exempt from CEQA pursuant to Sections 15301 (Class 1 Existing Facilities), Section 15302 (Replacement and Reconstruction), Section 15304 (Alterations in Land), and Section 15311 (Accessory Structures) of the CEQA Guidelines. Section 15301 of CEQA Guidelines provides exemption for the minor alteration of existing public or private facilities involving negligible or no expansion of use. Section 15302 provides exemption for the replacement of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced. Section 15304 provides exemption of minor public or private alterations in the condition of land and/or vegetation. Section 15311 provides for the construction of minor accessory structures that are accessory to institutional facilities. The project would make improvements to the existing BBB property and Olympic Boulevard, including the installation of new restriping/painting, lighting, replacement fencing, landscaping, and open space area. Therefore, the project qualifies for exemption under Sections 15301, 15302, 15304, and 15311. In addition, none of the exceptions specified in Section 15300.2 of CEQA Guidelines would apply that preclude the use of this CEQA exemption. The project site is not located in a sensitive environment, would not have a significant effect on the environment, would not damage scenic resources, would not be located on a hazardous waste site, and would not cause a change to historic resources. Therefore, this project is categorically exempt from CEQA.

Past Council Actions
Meeting Date Description

5.L
Packet Pg. 376
6 of 7
06/23/20 (Attachment A) FY 20-22 Biennial Capital Improvement Program Budget — 7th Street Fencing Upgrade Project
01/12/21 (Attachment B) Award Request for Proposal SP2577 and enter into Agreement with SWA Group for Design Services
06/22/21 (Attachment C) FY 21-23 Biennial Capital Improvement Program Budget — Addendum to FY 20-22 CIP Budget — 7th Street Fencing
Upgrade Project
09/28/21 (Attachment D) Repealed Resolution #10244 (CCS) and Adopted Proposed Revisions to the City’s Off-Leash Dog Area Policy to Include Rules for the Off-Leash Dog Area at the BBB Property
06/27/23 (Attachment E) FY 23-25 Biennial Capital Improvement Program Budget — Addendum to FY22-24 CIP Budget — 7th Street Fencing
Upgrade Project
Below is a table showing Council approved changes in project budget over time, as well as the change included in this report.

Total Project Budget – 7
th Street Fencing
Meeting Date(s) Description Amount
Added
6/12/18 Initial Project Budget $495,000
6/23/20 and 6/22/21 Expanded Scope Based on Community Input $982,789 6/27/23 Increase Due to Cost Escalation and Inflation $300,000 Total Project Budget To Date $1,777,789
12/12/23 New Appropriation to Award Contract $400,000
Revised Total Project Budget $2,177,789
Financial Impacts and Budget Actions
To accommodate the contract amount, administrative costs, and work completed to date on the design contract, staff seeks authority to increase the total project budget by appropriating $400,000 of Federal Section 5307 reimbursable funds from the Big Blue Bus Fund.

FY 2023-24 CIP Budget Changes
Additional Appropriation of Funds Requested
Account # Amount
C6007380.689000 $400,000

5.L
Packet Pg. 377
7 of 7
Staff seeks authority to award a contract with RAMCO General Engineering Contractor for construction services for the 7th Street Fencing Upgrade and Activation Project as follows:

Contract Request
FY 2023-24 Budget
Request Amount
CIP Account # Total Contract
Amount
$1,985,000 C6007380.689000 $1,985,000
Total $1,985,000
Prepared By: Linda Cogswell, CIP Project Manager
Approved Forwarded to Council
Attachments:

A. June 23, 2020 Staff Report (Web Link)
B. January 12, 2021 Staff Report (Web Link)
C. June 22, 2021 Staff Report (Web Link)
D. September 28, 2021 Staff Report (Web Link)
E. June 27, 2023 Staff Report (Web Link)
F. Oaks Initiative Form - RAMCO General Engineering Contractor

5.L
Packet Pg. 378

5.L.f
Packet Pg. 379 Attachment: Oaks Initiative Form - RAMCO General Engineering Contractor (6112 : Award Construction Contract to RAMCO for the 7th City Council
Report
City Council Meeting: December 12, 2023
Agenda Item: 5.M
1 of 5
To: Mayor and City Council
From: Ramon Batista, Police Chief, Police Department
Subject: Approval of Second Modification of Agreement #11338 with Flying Lion for Drone as a First Responder Program
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3)(Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines; and

2. Authorize the City Manager to negotiate and execute a second modification to agreement #11338 in the amount of $1,200,000 with Flying Lion Incorporated (FLI) to provide air support services for the Police Department. This will result in a 5-year amended agreement with a new total amount not to exceed $1,381,000, with future year funding contingent on council budget approval.

Summary
The Drone as a First Responder (DFR) program allows for the Santa Monica Police Department (SMPD) to provide the highest quality of law enforcement services using a technology system that maintains the safety of the community and SMPD personnel.

The DFR Program provides the ability for an Air Safety Officer (ASO), who is a trained police officer, to provide crucial and real-time intelligence to responding officers allowing them to handle an incident as safely as possible. Staff recommends extending the agreement and to utilize recently awarded grant funds to expand the DFR program to include additional hours of operation at the primary launch site and enable a second launch site within the City.

5.M
Packet Pg. 380
2 of 5
Discussion
The DFR program is a proactive method of policing that has demonstrated the ability to de-escalate volatile situations, increase officer and community safety, while reducing overall police response times. In November 2021, SMPD began its own DFR program for a six-week trial period where an ASO was used as a first responder to 911 calls for service. The trial program proved successful and beneficial to SMPD and the DFR program was continued beyond the initial trial. In Santa Monica, the DFR program has arrived before officers on average 85% of the time. The program gives first responders real-time information and has proven to be a powerful de-escalation tool. Since the DFR program was launched, there have been multiple incidents where officers have scaled down their response and successfully defused situations with reduced or no use of force.

In December 2021, the City entered into an agreement with Flying Lion to provide a line-of-sight pilot for the DFR program and Council extended the agreement at the November 15, 2022 meeting. Flying Lion assists with the implementation and administration of the DFR program and its utilization of drones to provide Air Support Services to enhance the Police Department’s mission of protecting lives and property.

Flying Lion staff operate out of the Public Safety Facility’s rooftop and serve as the Pilot in Command (PIC) spot required by the Federal Aviation Administration. This PIC is technically in control of the drone with the radio controller in their hands and they serve as a required visual observer. A police officer in the Department’s command center, controls and directs the drone once it is in the air. This contract covers the staffing costs for Flying Lion and does not include any City employee staffing. Flying lion also serves as an advisor to the City about legislative changes as they relate to Unmanned Aircraft Systems (UAS) use of airspace overseen by the Federal Aviation Administration (FAA).

On October 24, 2023, Council accepted an Organized Retail Theft Prevention Grant (ORTP) from the Board of State and Community Corrections (BSCC). Part of the scope of the grant is to expand the City’s DFR program by 30 additional hours per week at the primary launch site and provide a second launch site in the City to provide DFR

5.M
Packet Pg. 381
3 of 5
coverage to the northeast portion of Santa Monica. The second launch site was included in the BSCC’s Organized Retail Theft Prevention grant proposal in order to build out the current DFR program’s reach and efficiency. Currently the DFR program is only operational 4 days per week, with the Public Safety Facility serving as its launch site. The DFR program can reach Montana Ave. (susceptible to ORT), San Vicente, and the north and east neighborhoods where catalytic converter thefts often occurs, but the response time is longer and time-on-calls is reduced to less than 10 minutes due to battery capacity. A second launch site farther north and east of the PSF would allow for a faster response and the ability to work a call longer without having to travel so far to land.

The amount funded through this grant will allow for additional DFR service days at the PSF and the second launch site over a 3-year period. The existing budget for the DFR program, which covers Flying Lion’s staffing (4 days per week) was budgeted as part of the FY23-25 Biennial Budget and funds are available. Of the $851,000 in grant funds allocated for the DFR program’s expansion, approximately 30% ($255,300) of the grant funds are attributable to the additional days at the PSF launch site, going from 4 to 7 days per week. Approximately 70% of the total ($595,700) is attributable to the second launch site, which will operate 7 days per week.

The exact location for the second launch site is being evaluated by the Police Department, and staff have reached out to property management companies in the area. Other suitable locations include medical buildings and Santa Monica College’s offsite campuses. Setting up a second launch site could be as simple as access to the rooftop and a reliable internet connection. Staff expect the site to become operational by March 2024 and the cost for the buildout of the second location is not part of the Flying Lion contract but were factored into the grant funding.

Environmental Review
The agreement modification for the DFR program is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) (common sense exemption) of the CEQA Guidelines. The modification is covered by the common sense

5.M
Packet Pg. 382
4 of 5
exemption which states that CEQA does not apply, where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The modification will allow the Police Department the continued use of drones for its operations. Therefore, it can be seen with certainty that the agreement would not result in adverse physical impacts on the environment, and as such, is categorically exempt from CEQA.

Past Council Actions
Meeting Date Description
11/15/22 (attachment
A)
Approval of 1st Modification of Agreement #11338 (formerly #4957) with Flying Lion for Drone as First Responder
Program
10/24/23 (attachment
B)
Authorization to Accept Grant from the BSCC for the
Organized Retail Theft Prevention Grant Program

5.M
Packet Pg. 383
5 of 5
Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the General Fund and Miscellaneous Grants Fund to increase the amount of contract with Flying Lion, Inc. for UAS staffing, training, and advising.

Contract Modification Request
Agreement # Current Authorized
Amount
FY 2023-24
Budget
Modified Request
Amount
Future Year
Funding Account # Total Revised Contract Amount
11338 $181,000 $0 $0 C0108310.689000 $181,000
$0 $851,000 $0 20180001.556631 $851,000
$0 $115,000 $234,000 01180005.525080 $349,000
Total $181,000 $966,000 $234,000 Total $1,381,000
Future year funding is contingent on Council budget approval.

Prepared By: Jose Arroyo, Senior Administrative Analyst Approved Forwarded to Council
Attachments:

A. November 15, 2022 Staff Report (Web Link)
B. October 24, 2023 Staff Report (Web Link)
C. Flying Lion CT - Original
D. Flying Lion CT - 1st Modification
E. Flying Lion - OAKS INITIATIVE FORM

5.M
Packet Pg. 384
1 UAS AIR SUPPORT SERVICES AGREEMENT
This Agreement for project services (this “Agreement”) is made between the City of Santa Monica (“City”) and Flying Lion, Inc., a California Corporation (“Contractor” or “Consultant”).

The parties hereby agree as follows:

A. Description of Project or Scope of Services. The project description or scope of services to be provided by Contractor, and any corresponding responsibilities of City or services required to be provided by City are set forth in Exhibit “A”.

B. Term and Time of Completion. Contractor shall commence and complete the project or services described in Exhibit “A” in accordance with the term set forth in Exhibit “B”.

C. Compensation. City agrees to compensate Contractor for the work Contractor performs and provides to City in accordance with Exhibit “C”.

GENERAL PROVISIONS

1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, officer, agent, joint venturer, or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment.

Contractor shall have no rights to any benefit which accrue to City employees unless otherwise expressly provided in this agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be the Contractor’s sole responsibility.

2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fees or commission, percentage, gift, or any other consideration, contingent upon or resulting from award or making of this agreement.

3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics, or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If Applicable, Contractor shall prepare check prints upon request. Said plans, drawings, reports calculations, data, specifications, videos, graphics or other materials shall be specific for the project herein and shall not be used by the City for any projects without Contractor’s consent. Notwithstanding the foregoing, Contractor shall not be obligated to assign any proprietary software or data developed by or at the director of Contractor for Contractor’s own use; provided, however, that Contractor shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.

4. Inspection. If the services set forth in Exhibit “A” shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice. Inspections by the City shall not relieve or minimize the responsibility of the Contractor to conduct any inspections Contractor has agreed to perform pursuant to the terms of this Agreement.

Contractor shall be solely liable for said inspections performed by Contractor. Contractor shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Contractor hereunder.

5. Services. The project or services set forth in Exhibit “A” shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit “A” are itemized by price in Exhibit “C”, the City in its sole discretion, may upon notice to Contractor, delete certain items DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909

5.M.c
Packet Pg. 385 Attachment: Flying Lion CT - Original (6119 : 2nd Mod Flying Lion) 2 or services set forth in Exhibit “A”, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor. City shall furnish Contractor, to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Contractor’s services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Contractor.

6. Records. Contractor, including any of its subcontractors, shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit “A”. Contractor, including any of its subcontractors, shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four (4) years after Contractors completion of performance of this Agreement. Copies and all pertinent reposts and correspondence shall be furnished to the City for its files.

7. Changes and Extra Work. All changes and/or extra work under this Agreement shall be provided for by a subsequent written amendment executed by City and Contractor.

8. Additional Assistance. If this Agreement requires Contractor prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City’s request for addenda and assistance is outside of the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.

9. Professional Ability. Contractor acknowledges, represents and warrants that Contractor is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement.

Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor’s profession.

10. Business License. Contractor shall obtain a City of Santa Monica Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.

11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City and Contractor may, separately and in their sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Contractor of the project or services hereunder, upon providing a 30-day written notice to the other party. In the event of any such termination, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Contractor for this Agreement prior to Contractor’s receipt of notice of termination, irrespective of whether such material or services of other have actually been delivered, and further provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by the City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor’s finished or unfinished work product through the time of the City’s last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computation, drawings, and specification or other data, whether complete or not.

12. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided immediately above, DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909

5.M.c
Packet Pg. 386 Attachment: Flying Lion CT - Original (6119 : 2nd Mod Flying Lion) 3 provided, however, there shall be deducted from such amount the amount of damages, if any, sustained by the City by virtue of Contractor’s breach of this Agreement.

13. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Contractor further acknowledges, represents and warrants that Contractor has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.

14. Indemnity. To the maximum extent permitted by law, Contractor hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively “Indemnitees”) from and against and all claims, including, without limitation, claims from bodily injury, death or damage to property, demands, charges, obligation, damages, caused of action, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Contractor’s performance or work hereunder (including any of its officers agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Contractor’s obligation to indemnify shall be up to insurance limit, if any, received by Contractor or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Contractor because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
b. Waiver of Right Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against Indemnitees.

15. Insurance. Contractor shall comply with the requirements set forth in Exhibit “D”. Insurance requirements that are waived by the City’s Risk Manager do not require amendments or revisions to this agreement.

16. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.

17. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules, and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and non-discrimination laws.

18. Limitations upon Subcontracting and Assignment. Contractor acknowledges that the service which Contractor shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City’s sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Contractor, Contractor shall provide the City upon request copies of each and every subcontractor prior to the execution thereof by Contractor and subcontractor. Any attempt by Contractor to assign any or all of its rights under this Agreement without first obtaining the City’s prior written consent shall constitute a material default under this Agreement.

DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909

5.M.c
Packet Pg. 387 Attachment: Flying Lion CT - Original (6119 : 2nd Mod Flying Lion) 4 The sale, assignment, transfer of other disposition, on a cumulative basis, of twenty-five percent (25%) or more of the ownership interest in Contractor or twenty-five percent (25%) or more the voting control of Contractor (whether Contractor is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement. Further, the involvement of Contractor or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Contractor’s assets occurs, which reduces Contractor’s assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.

19. Subcontractors. Contractor shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Contractor shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City’s sole and absolute discretion.

20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondences or documents exchanged between Contractor and City may be used to assist in the interpretation of the exhibits to this Agreement.

21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.

22. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those in any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by the Contractor.

23. Non-Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project.

24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit “A” which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Contractor, or any corresponding responsibilities of City, shall be deemed extraneous to, and not part of, this Agreement.

25. Time of Essence. Time is of the essence of this Agreement.

26. Confidentiality. To the extent permissible under law, Contractor shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.

27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties.

For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered “third parties”.

28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.

29. Attorneys’ Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees (including expert witness fees) and costs. This provision shall survive the termination of this agreement.

DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909

5.M.c
Packet Pg. 388 Attachment: Flying Lion CT - Original (6119 : 2nd Mod Flying Lion) 5 30. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provision of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after the accrual of the cause of action.

31. Interpretation. Contractor acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to the City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light and batteries) shall be warranted for a period of thirty (30) days from date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor’s expense, including shipping. Contractor shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit “C” hereto.

33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

34. Authority. City warrants and represents that the Chief of Police or his designee of the City of Santa Monica Police Department is duly authorized to enter into and execute this Agreement on behalf of the City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and executed this Agreement on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Contractor.

35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

36. Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

IN WITNESS WHEREOF, the parties hereto enter into this Agreement.

ATTEST:
______________________________

DENISE ANDERSON-WARREN
City ClerkDENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________

DOUG SLOAN
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

DAVID WHITE
City Manager
FLYING LION, INC.

By: _______________________________

BARRY BRENNAN
President
DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909

5.M.c
Packet Pg. 389 Attachment: Flying Lion CT - Original (6119 : 2nd Mod Flying Lion) 6 EXHIBIT A

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES
A. DEFINITION
City Location: Santa Monica, California.

Description of Service: Provide Remote Pilots in Command (RPIC) to support SMPD’s small Unmanned Arial Support (sUAS) program.

Initial Scheduled Operations: 4 days a week, 10 hours per day.

B. CONTRACTOR’S DUTIES
Contractor shall perform the following duties.

Implement and administer the UAS program that utilizes UAVs to provide Air Support Services to enhance the department’s mission of protecting lives and property.

FLI working in conjunction with the SMPD will staff the DFR Program. With FLI staff initially supporting & training SMPD:

Launch Site(s) – Police Department (or other suitable location) and will staff a rooftop Remote Pilot in Command (RPIC)
Future Phases Supported:

As SMPD expands the DFR Program, FLI is able and prepared to staff additional hours, days and locations.

I. Increased working days and hours operation at primary launch site (11-24 hours per day)
II. Expansion to additional sites for up to 24 hours per day operations Provide testing and recommendations for equipment, software and procedures to support the world class SMPD sUAS program,
Provide the City with Monthly Air Support activity reports.

C. CITY’S DUTIES

1. City will provide all equipment including UAVs, sensors, controllers, accessories (batteries, memory cards), computer equipment, roof shelters, networking equipment, and any other hardware/software necessary to perform the job. After initial trial period, City will be responsible for Motorola Cape, Air data and any other vendor supported services.

2. City will provide a safe and secure work environment for Contractor and Contractor’s staff.

DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909

5.M.c
Packet Pg. 390 Attachment: Flying Lion CT - Original (6119 : 2nd Mod Flying Lion) 7 3. City will provide aviation liability and UAS hull insurance coverage for all UAS being flown.

4. City’s hull insurance coverage and/or self insurance will repair any damage to City provided equipment (independent of fault.)
DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909

5.M.c
Packet Pg. 391 Attachment: Flying Lion CT - Original (6119 : 2nd Mod Flying Lion) 8 EXHIBIT B

SCHEDULE FOR PROJECT
TERM. Once executed this Agreement shall be understood by the parties to have an effective date of January 8, 2022 and shall continue until December 30, 2022, unless otherwise terminated as herein provided.

DFR Training and Launch - Full Staffing and Training
Program Details
The Flying Lion Trial Program includes:
 Motorola Solution’s Aerial Suite Software for 6 week Trial Program  Rooftop based FAA Part 107 Remote pilot and Visual Observer (for nighttime operations)  Flying Lion staff to accompany Air Support Officers during full shifts  Motorola Aerial Suite’s Setup of Geofences and Obstacles  Motorola Aerial Suite Training for Sworn SMPD Air Support Officers (ASO Overall Guidance to Ensure DFR Program Statistics are Captured Accurately and Consistently The Department would be responsible for:
 Sworn personnel to serve as Air Support Officers (ASOs)  Drones with 30x zoom camera and/or infrared sensor
 Helping to identify and secure the rooftop location
 A hard wired data line (minimum speeds 40 up and 40 down) to the rooftop location DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909

5.M.c
Packet Pg. 392 Attachment: Flying Lion CT - Original (6119 : 2nd Mod Flying Lion) 9 EXHIBIT C

COMPENSATION

DFR SMPD UAS PROGRAM
Scope:

DFR Trial Period: November 26, 2021 to January 7, 2022.

DFR Program Period Dates: January 8, 2022 to December 30, 2022 10 Hour Days + 1 hour O/T to cover setup and breakdown
10:00h to 20:00h (7 hours daytime / 3 hours nighttime) with Actual hours - 09:30h to 20:30h *Assumes we don't have any weather delays and SMPD will supply VO during nighttime operations Description of Service: Flying Lion, Inc. to provide Remote Pilots in Command (RPIC) to support SMPD’s small Unmanned Arial Support (sUAS) program.

Initial Scheduled Operations: 4 days a week, 10 hours per day.

Pricing Beyond DFR Trial Period (or additional scope)
Contractor shall be compensated as provided below.

RPIC Hourly Rate
i. RPIC Daylight Hours ................................................................................... $42.50 per hour ii. RPIC Daytime Overtime Hours (for hours over 10 hours Per Day) ............ $63.75 per hour iii. RPIC Nighttime Hours ................................................................................. $51.00 per hour iv. RPIC Nighttime Overtime Hours (for hours over 10 hours Per Day) .......... $76.50 per hour v. VO Hours..................................................................................................... $32.50 per hour vi. Non-flight Rate (mechanical/adverse weather/TFR)................................... $32.50 per hour (Minimum of 5 hours for any scheduled flight day)
During non-flight time, RPIC can perform:
 Aircraft inspections & prep for repair
 Logging/updating administrative records
 Testing and updating systems
 Updating operating procedures/checklists
…. and other tasks as requested
vii.Holiday Pay - Hours Billed at 1.5x for all rates. Holiday list will align with City of Santa Monica’s holiday schedule.

Training
Daily Rate (up to 10 students) ...............................................................................$1,200/day i. Part 107 Exam (3 days)
ii. Flight Training (2 days)
iii. Motorola Aerial (1 day)
Equipment Leasing ..................................................................................................................Varies Equipment Maintenance...........................................................................................................Varies DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909

5.M.c
Packet Pg. 393 Attachment: Flying Lion CT - Original (6119 : 2nd Mod Flying Lion) 10 Consulting/Training (non-flying) Rate............................................................................$250.00/hour  Development of Department Documents (SOP, Emergency Procedures, etc.)  FAA Consulting (Airspace Authorizations)
 Aircraft Testing and Assessment
FAA Consulting Services
Beyond Visual Line of Site (BVLOS) COA...........................................................................$7,000 Tactical Beyond Visual Line of Site (TBVLOS) COA ..........................................................$2,000 Two Drones to One Operator (2:1) ......................................................................................$3,000 Any additional services provided by Flying Lion, Inc. ...................................... Current Rates Apply COMPENSATION PAID TO CONTRACTOR. The total amount of compensation paid to Contractor under this Agreement for any and all products and services performed by Contractor and provided to City shall at no time exceed $45,000, unless the Agreement is amended in writing by the parties to provide otherwise.

METHOD OF PAYMENT. Contractor shall provide an invoice every 15 days, to City for approval and payment. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Contractor may be required to provide back-up documentation upon request.

SCHEDULE OF PAYMENT. City agrees to pay Contactor any undisputed amounts in correctly submitted invoices within thirty days (30) days of City’s receipt of the invoice; provided, however, that services are completed to the City’s full satisfaction.

NOTICE. Written notices to City and Contractor shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties:

Contractor: Flying Lion, Inc.
2110 Artesia Blvd. Suite #234
Redondo Beach, CA 90278
City: Santa Monica Police Department
333 Olympic Dr,
Santa Monica, CA 90401
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.

DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909

5.M.c
Packet Pg. 394 Attachment: Flying Lion CT - Original (6119 : 2nd Mod Flying Lion) 11 EXHIBIT D
Agreement Insurance Requirements – Drone Contractors
Owner/Operator shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the ownership, maintenance, or use of the Unmanned Aerial Vehicle.

Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:

1. Aviation Liability Insurance-on an “occurrence” basis, including products and completed operations, property damage, bodily injury with limits no less than $1,000,000 per occurrence, and $2,000,000 in the aggregate. This coverage may also be provided by endorsement to a Commercial General Liability policy. In that event then:

2. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

3. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Owner/Operator 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. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.

If the Owner/Operator maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to the broader coverage or higher limits maintained by the Owner/Operator. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.

Other Insurance Provisions

1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL and Aircraft Liability policies with respect to liability arising out of the use, occupancy, operations or maintenance of the leased premises, including work or operations performed by or on behalf of Owner/Operator. CGL coverage can be provided in the form of an endorsement to the Owner/Operator’s insurance (at DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909

5.M.c
Packet Pg. 395 Attachment: Flying Lion CT - Original (6119 : 2nd Mod Flying Lion) 12 least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37). b. Primary Coverage: For any claims related to this Agreement, the Owner/Operator’s insurance shall be primary coverage as least as broad as Insurance Services Office Form CG 20 01 04 13 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 in excess of the Owner/Operator’s insurance and shall not contribute with it.
c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica. d. Waiver of Subrogation: Owner/Operator hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Owner/Operator may acquire against the City of Santa Monica by virtue of payment of any loss. Owner/Operator agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but 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 work performed by the Owner/Operator, its employees, agents and subcontractors.
e. Loss Payee: The property insurance shall name the City of Santa Monica as Loss Payee as its interests appear.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Owner/Operator to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the selfinsured retention may be satisfied by either the name insured or the City of Santa Monica.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M.

Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Verification of Coverage
Owner/Operator shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before the lease commences. However, failure to obtain required documents prior to the lease beginning shall not DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909

5.M.c
Packet Pg. 396 Attachment: Flying Lion CT - Original (6119 : 2nd Mod Flying Lion) 13 waive the Owner/Operator’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Failure to Maintain Insurance Coverage
If Owner/Operator, for any reason, fails to maintain insurance coverage which is required 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 Owner/Operator resulting from said breach.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.

Footnotes
# 1: Workers’ Compensation insurance coverage is not required if the Contractor does not have employees. The Contractor must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.

DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909

5.M.c
Packet Pg. 397 Attachment: Flying Lion CT - Original (6119 : 2nd Mod Flying Lion) 1 FIRST MODIFICATION OF UAS SUPPORT SERVICES AGREEMENT NO. 11338 (CCS)
This First Modification of the UAS Support Services Agreement (“First Modification”), is entered into as of _________________ (“Execution Date”), by and between the CITY OF SANTA MONICA (“City”), a California municipal corporation, and FLYING LION, INC. (“Contractor”), a California corporation, and is made with reference to the following:

RECITALS
A. On or about^^January 8, 2022, the City and Contractor entered into the UAS Support Services Agreement (“Original Agreement”) for professional services related to the implementation and administration of the Santa Monica Police Department’s Drone as First Responder Program.

B. The City and Contractor now desire to modify the Original Agreement in order to extend its term and to increase the compensation paid to Contractor during the extended term.

TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Original Agreement as follows:

1. Exhibit B-1 and Exhibit C-1, which are attached hereto and incorporated herein to this First Modification, shall supersede and replace Exhibit B and Exhibit C to the Original Agreement.

2. Execution in Counterparts. This First Modification may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single document. Any signature to this First Modification transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

3. Except as expressly modified by this First Modification, all other terms and conditions of the Original Agreement shall be and remain in full force and effect.

DocuSign Envelope ID: 211E48B3-E3A3-4939-9D22-3B415399952A 12/28/2022

5.M.d
Packet Pg. 398 Attachment: Flying Lion CT - 1st Modification (6119 : 2nd Mod Flying Lion) 2 IN WITNESS WHEREOF, the parties have executed this First Modification as of the date and year first written above.

ATTEST:
______________________________

DENISE ANDERSON-WARREN
City ClerkDENISE ANDERSONWARREN
City Clerk
APPROVED AS TO FORM:
______________________________

DOUGLAS SLOAN
City Clerk ANE DILG
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

RICDAVID WHITE
City Manager K COLE
City Manager
CFLYING LION, INC. ontractor
Corporation
#VENDOR
By: _______________________________

BARRY BRENNAN
DocuSign Envelope ID: 211E48B3-E3A3-4939-9D22-3B415399952A

5.M.d
Packet Pg. 399 Attachment: Flying Lion CT - 1st Modification (6119 : 2nd Mod Flying Lion) 3 EXHIBIT B-1

SCHEDULE FOR PROJECT
TERM. Once executed this Agreement shall be understood by the parties to have an effective date of January 8, 2022 and shall continue until December 31, 2023, unless otherwise terminated as herein provided.

DFR Training and Launch - Full Staffing and Training
Program Details
The Flying Lion Trial Program includes:
 Motorola Solution’s Aerial Suite Software for 6 week Trial Program  Rooftop based FAA Part 107 Remote pilot and Visual Observer (for nighttime operations)
 Flying Lion staff to accompany Air Support Officers during full shifts  Motorola Aerial Suite’s Setup of Geofences and Obstacles  Motorola Aerial Suite Training for Sworn SMPD Air Support Officers (ASO Overall Guidance to Ensure DFR Program Statistics are Captured Accurately and Consistently
The Department would be responsible for:
 Sworn personnel to serve as Air Support Officers (ASOs)  Drones with 30x zoom camera and/or infrared sensor
 Helping to identify and secure the rooftop location
 A hard wired data line (minimum speeds 40 up and 40 down) to the rooftop location
DocuSign Envelope ID: 211E48B3-E3A3-4939-9D22-3B415399952A

5.M.d
Packet Pg. 400 Attachment: Flying Lion CT - 1st Modification (6119 : 2nd Mod Flying Lion) 4 Exhibit C-1

COMPENSATION
The total amount of compensation paid to Contractor under this Agreement shall not exceed $181,000.

DFR SMPD UAS PROGRAM
Scope:

DFR Period Dates: January 8, 2022 to December 31, 2023
10 Hour Days + 1 hour O/T to cover setup and breakdown
10:00h to 20:00h (7hours daytime / 3 hours nighttime) with Actual hours – 09:30h to 20:30h *Assumes we don’t have any weather delays and SMPD will supply VO during nighttime operations.

Description of Service: Flying Lion, Inc. to provide Remote Pilots in Command (RPIC) to support SMPD’s small Unmanned Aerial Support(sUAS)) program.

Initial Scheduled Operations: 4 days a week, 10 hours per day.

Contractor shall be compensated as provided below.

RPIC Hourly Rate
i. RPIC Daylight Hours………………………………………………………$44.63 per hour ii. RPIC Daytime Overtime Hours (for hours over 10 hours Per Day)…..$66.94 per hour iii. RPIC Nighttime Hours…………………………………………………….$53.55 per hour iv. RPIC Nightime Overtime Hours (for hours over 10 hours Per Day)….$80.33 per hour v. VO Hours…………………………………………………………………...$34.13 per hour
vi. Non-flight Rate (mechanical/adverse weather/TFR)…………………..$34.13 per hour (Minimum of 5 hours for any scheduled flight day)
During non-flight time, RPIC can perform:
 Aircraft inspections & prepr for repair
 Logging/updating administrative records
 Testing and updating Systems
 Updating operating procedures/checklists
…..and other tasks as requested
vii. Holiday Pay – Hours Billed at 1.5x for all rates. Holiday list will align with City of Santa Monica’s holiday schedule.

Training
DocuSign Envelope ID: 211E48B3-E3A3-4939-9D22-3B415399952A

5.M.d
Packet Pg. 401 Attachment: Flying Lion CT - 1st Modification (6119 : 2nd Mod Flying Lion) 5 Daily Rate (up to 10 students)…………………………………………………$1,250/day i. Part 107 Exam (3 days)
ii. Flight Training (2 days)
iii. Motorola Aerial (1 day)
Equipment Leasing……………………………………………………………………………..Varies
Equipment Maintenance……………………………………………………………………….Varies Consulting/Training (non-flying) Rate………………………………………………...$250.00/hour  Development of Department Documents( SOP, Emergency Procedures, etc.)  FAA Consulting (Airspace Authorizations)
 Aircraft Testing and Assessment
FAA Consulting Services
Beyond Visual Line of Site (BVLOS) COA………………………………………………...$7,000 Tactical Beyond of Visual Line of Site (TBVLOS) COA………………………………….$2,000 Two Drones to One Operator (2:1)…………………………………………………………$3,000 Any additional servics provided by Flying Lion, Inc………………………..Current Rates Apply METHOD OF PAYMENT. Contractor shall provide an invoice every 2 weeks, to City for approval and payment. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Contractor may be required to proivde back-up documentation upon request.

SCHEDULE OF PAYMENT. City agrees to pay Contractor within fifteen days (15) days of receipt of the invoice; provided, however, that services are completed to the City’s full satisfaction.

NOTICE. Written notices to City and Contractor shall be given by register or certified mail, postage prepaid and addressed to or personally served on the following parties:

Contractor: Flying Lion, Inc.
2110 Artesia Blvd. Suite #234
Redondo Beach, CA 90278
City: Santa Monica Police Dept.
333 Olympic Dr,
Santa Monica, CA 90401
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail.

Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.

DocuSign Envelope ID: 211E48B3-E3A3-4939-9D22-3B415399952A

5.M.d
Packet Pg. 402 Attachment: Flying Lion CT - 1st Modification (6119 : 2nd Mod Flying Lion)

CITY OF SANTA MONICA

OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity.

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-month period;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12- month period; or

7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12- month period.

Name(s) of persons or entities receiving public benefit:

Name(s) of trustees, directors, partners, and officers:

Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: ________________ Email: ____________________________________ Phone: ____________________ FOR CITY USE ONLY:

Bid/PO/Contract # ____________________________ Permit # ___________________________ e: __________________________
Steven Katz Partner
11-15-2023
[email protected] 310-702-8147
Flying Lion, Inc.

Barry Brennan
Steven Katz
Barry Brennan
Steven Katz

5.M.e
Packet Pg. 403 Attachment: Flying Lion - OAKS INITIATIVE FORM (6119 : 2nd Mod Flying Lion) City Council
Report
City Council Meeting: December 12, 2023
Agenda Item: 5.N
1 of 1
To: Mayor and City Council
From: Douglas Sloan, City Attorney, City Attorney's Office, Administration Subject: Second Reading and Adoption of an Ordinance of the City Council of the City of Santa Monica Amending Santa Monica Municipal Code Chapter 4.04.390 Pertaining to the Feeding of Birds and Other Animals in the City Public Right of Way
Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

Executive Summary
At its meeting on November 14, 2023, the City Council introduced for first reading an Ordinance amending Santa Monica Municipal Code Chapter 4.04.390 pertaining to the feeding of birds and other animals in the City public right of way. The ordinance is now presented to the City Council for adoption.

Prepared By: Bradley Michaud, Principal Legal Analyst
Approved Forwarded to Council
Attachments:

A. ORD-SMMC 4.04.390 Feeding Animals

5.N
Packet Pg. 404
1 City Council Meeting: December 12, 2023 Santa Monica, California

ORDINANCE NUMBER (CCS)
(City Council Series)

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AMENDING SANTA MONICA MUNICIPAL CODE CHAPTER 4.04.390

PERTAINING TO THE FEEDING OF BIRDS AND OTHER ANIMALS IN THE CITY

PUBLIC RIGHT OF WAY
WHEREAS, the City of Santa Monica (“City”) aims to provide its residents with an opportunity to use public space with their animal companions; and WHEREAS, distributing food to animals in beaches, and the Municipal and Newcomb Piers presents significant risk to health, safety, and welfare and can lead to unsanitary conditions; and
WHEREAS, disbursing food to animals in public places can lead to the transmission of airborne diseases; and
WHEREAS, disbursing food to animals in public places leads to an increase in bird droppings; and
WHEREAS, the increase in bird droppings has resulted in elevated bacteria level around Municipal Pier exceeding state standards; and
WHEREAS, disbursing food can also be harmful to the wildlife, causing unnatural population gathering, interspecies aggression, and other risks which directly affect their ability to survive; and
WHEREAS, in order to address these issues, City Council now wishes to clarify and expand the prohibitions in Section 4.04.390 to include the City’s public beaches, the Municipal and Newcomb Piers.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES HEREBY ORDAIN AS FOLLOWS:

5.N.a
Packet Pg. 405 Attachment: ORD-SMMC 4.04.390 Feeding Animals (6167 : Prohibition Against Feeding Birds - Second Reading) 2 SECTION 1. Chapter 4.04.390 of the Santa Monica Municipal Code is hereby amended as follows:

4.04.390 Restrictions upon feeding of animals and birds in specified areas. (a) No person shall feed any animal or bird in or on the area described in Section 3.36.150 of this Code, the Municipal and Newcomb Piers, the public beach, or in any designated off-leash area of a public park, without authorization from the City Manager or the City Manager’s designee.
(b) No person shall permit any food or other matter edible by animals or birds to remain on the ground after dispersing or dropping it in or on any park, designated off-leash area, the Municipal and Newcomb Piers, the public beach, or public street or sidewalk, without authorization from the City Manager or the City Manager’s designee.
(c) Any person violating any of the provisions of this Section shall be guilty of an infraction. Any person convicted of an infraction under the provisions of this Section shall be punishable by a fine of not less than five dollars and not more than twenty-five dollars. Each such person shall be guilty of a separate offense for each and every commission of any violation of any provision of this Section and shall be punished accordingly.

SECTION 2. Any provision of the Santa Monica Municipal Code or appendices thereto inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, is hereby repealed or modified to that extent necessary to effect the provisions of this Ordinance.

5.N.a
Packet Pg. 406 Attachment: ORD-SMMC 4.04.390 Feeding Animals (6167 : Prohibition Against Feeding Birds - Second Reading) 3 SECTION 3. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the ordinance would be subsequently declared invalid or unconstitutional.

SECTION 4. The Mayor shall sign and the City Clerk shall attest to the passage of this Ordinance. The City Clerk shall cause the same to be published once in the official newspaper within 15 days after its adoption. This Ordinance shall become effective thirty days after adoption.

APPROVED AS TO FORM:

DOUGLAS SLOAN
City Attorney

5.N.a
Packet Pg. 407 Attachment: ORD-SMMC 4.04.390 Feeding Animals (6167 : Prohibition Against Feeding Birds - Second Reading) City Council
Redevelopment Successor
Agency Report
City Council Meeting: December 12, 2023
Agenda Item: 5.O
1 of 4
To: Redevelopment Successor Agency, Mayor and City Council From: Heather Averick, Director, Housing and Human Services Department Subject: Annual Report on Low-Mod Housing Income Asset Fund Recommended Action
Staff recommends that the City Council and Redevelopment Successor Agency:

1. Receive the Annual Report on the Low- and Moderate-Income Housing Asset Fund for Fiscal Year 2022-23 and authorize the City Manager to post the report on the City's website by December 31, 2023;

2. Direct the City Manager to present the independent audit of the Low- and Moderate-Income Housing Asset Fund to the Council upon completion of the independent audit of the City’s Annual Comprehensive Financial Report (ACFR) and authorize the City Manager to post the results of the audit on the City's website after presentation to City Council; and

3. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) of the California Environmental Quality Act (CEQA) Guidelines.

Summary
The City provides financial assistance to support the acquisition, rehabilitation, and new construction of housing affordable to lower income households, a local strategy that supports the Council’s priority to increase the supply of affordable housing. City funding to support the investments comes from a variety of sources (e.g., voterapproved Measure GSH funds, loan repayments, and development impact fees), and is accounted for in various funds. The Low- and Moderate-Income Housing Asset Fund specifically accounts for the housing assets of the former Santa Monica Redevelopment Agency. State law requires the City to report annually on the Low- and ModerateIncome Housing Asset Fund (Fund) of the former Santa Monica Redevelopment Agency (RDA) and requires an independent audit of the Fund, which will be completed as part of the City’s annual audit process.

5.O
Packet Pg. 408
2 of 4
Discussion
The City as Housing Successor assumed the housing functions of the former RDA on January 10, 2012. The transfer of the functions included the transfer of formerly designated RDA low- and moderate-income housing assets together with any funds generated by former RDA housing assets. The funds must be maintained by the City in a separate Fund and expended in accordance with California Health and Safety Code Section 34176.1. Allowable expenditures include the development of affordable housing, monitoring and preservation of housing subject to affordability restrictions and covenants, and homeless prevention and rapid rehousing services for homeless individuals.

Senate Bill 341, which is codified in Section 34176.1 of the California Health and Safety Code and became effective on January 1, 2014, requires each housing successor that assumed the housing functions of a former redevelopment agency to post a report on its website that contains information regarding the Fund for the previous fiscal year. In this case, the City, as the Housing Successor, is required to prepare and post the report (Attachment A), after Council's review and receipt.

The report includes the following information:
• the balance in the Fund as of the close of the Fiscal Year 2022-23 was $13,580,560 with $560,746 in deposits from interest income and residual receipts, and $533,350 in expenditures for the development of affordable housing. The balance is currently set aside as part of the adopted Housing Element strategy to focus the City’s affordable housing efforts towards City-owned sites.

The use of City-owned land for affordable housing provides multiple benefits including maximizing the value of the City’s Housing Trust Funds as most of the City’s Housing Trust Funds loaned to affordable housing organizations are used to acquire land. By contributing land that it already owns, the direct cost of acquiring land is eliminated and the City can stretch its Housing Trust Funds

5.O
Packet Pg. 409
3 of 4
further to increase the supply of affordable housing. The balance in the Fund may be needed by affordable housing organizations for pre-development costs and/or closing the construction gap for affordable housing developments on City-owned sites, such as the former site of Parking Structure 3 or the City-owned sites near Wilshire Boulevard and 14th Street. Based on the six most recent new construction housing developments that the City funds, the average City subsidy for pre-development costs and closing the construction gap was $106,768 per affordable residence and an average City subsidy for land acquisition was $156,145 per affordable residence. Given this average subsidy, the balance in the Fund could provide subsidy to approximately 127 affordable residences on Cityowned sites while it would support only 52 homes if private land must be purchased;
• $121,748 of the balance in the Fund has been encumbered by loan commitments to non-profit affordable housing organizations for the production and preservation of affordable housing;
• the former RDA’s replacement housing and inclusionary housing obligations have been satisfied;
• obligations related to development or disposition of real property acquired by the former RDA prior to February 1, 2012 have been met;
• the senior housing test has been met, with 30 percent of assisted residences deed-restricted to seniors within the previous 10 years; and • currently there are no excessive accumulated funds (often called “excess surplus”) that need to be encumbered.

Additionally, to ensure that the monies in the Fund are spent in accordance with the law, Section 34176.1(f) requires an independent financial audit of the Fund within six months of the end of the fiscal year. The independent audit of the Fund is conducted as part of the yearend audit by the City’s independent auditor and is included as part of the City’s Annual Comprehensive Financial Report (ACFR). Staff is working to complete

5.O
Packet Pg. 410
4 of 4
the ACFR during the required six-month timeframe and will post the results of the independent audit of the Fund on its website after the ACFR is presented to Council.

Environmental Review
The report on the Fund is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines, which states that CEQA does not apply, “where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” The report and the audit are administrative in nature. Therefore, it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

Financial Impacts and Budget Actions
There is no immediate financial impact or budget action necessary as a result of the recommended action.

Prepared By: Natalie Verlinich, Senior Development Analyst Approved Forwarded to Council
Attachments:

A. Attachment A-Annual Summary Report-LMIHAF 22-23

5.O
Packet Pg. 411
Santa Monica Housing Successor Page | 1
Attachment A

ANNUAL REPORT

REGARDING THE LOW AND MODERATE INCOME HOUSING ASSET FUND FOR FISCAL YEAR 2022-2023
PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 34176.1(f)

FOR THE SANTA MONICA HOUSING SUCCESSOR
This Housing Successor Annual Report (Report) regarding the Low and Moderate Income Housing Asset Fund (LMIHAF) has been prepared pursuant to California Health and Safety Code Section 34176.1(f). This Report sets forth certain details of the Santa Monica Housing Successor (Housing Successor) activities during fiscal year 2022-2023 (Fiscal Year). The purpose of this Report is to provide the governing body of the Housing Successor an annual report on the housing assets and activities of the Housing Successor under Part 1.85, Division 24 of the California Health and Safety Code, in particular sections 34176 and 34176.1 (Dissolution Law).

This Report conforms with and is organized into sections I. through XI. inclusive, pursuant to Section 34176.1(f) of the Dissolution Law:

I . Amount the City received from City-Agency loans
This section provides the total amount of funds received from repayment of City-Agency loans during the Fiscal Year pursuant to Section 34191.4(b)(3)(A).

Fiscal Year 2020-2021 was the final year that the City received payment pursuant to 34191.4(b)(3)(A) from the repayment of City-Agency loans.

II. Amounts Deposited into LMIHAF
This section provides the total amount of funds deposited into the LMIHAF during the Fiscal Year, distinguishing between amounts deposited pursuant to 34191.4(b)(3)(B) and 34191.4(b)(3)(C), amounts deposited for other items listed on the Recognized Obligation Payment Schedule (ROPS), and other amounts deposited.

Pursuant to 34191.4(b)(3)(B) and 34191.4(b)(3)(C) $0 was deposited into the LMIHAF during the Fiscal Year, of which none of the funds deposited into the LMIHAF were held for items listed on the ROPS. Other amounts deposited into the LMIHAF during Fiscal Year were $560,746 from residual receipts (affordable housing loan repayments) and interest income.

III. Ending Balance of LMIHAF
This section provides a statement of the balance in the LMIHAF as of the close of the Fiscal Year. Any amounts deposited for items listed on the ROPS must be distinguished from the other amounts deposited.

At the close of the Fiscal Year, the ending balance in the LMIHAF was $13,580,560 of which $0 was held for items listed on the ROPS.

5.O.a
Packet Pg. 412 Attachment: Attachment A-Annual Summary Report-LMIHAF 22-23 (5981 : Annual Report on Low-Mod Income Asset Fund) Santa Monica Housing Successor Page | 2
IV. Description of Expenditures from LMIHAF
This section provides a description of the expenditures made from the LMIHAF during the Fiscal Year. The expenditures are to be categorized.

The following table provides the description of expenditures from the LMIHAF by category.

Expenditure Description Amount
Monitoring and preserving the long-term affordability of units subject to affordability restrictions or covenants entered into by the redevelopment agency or housing successor. Includes expenditures for administration of affordable housing activities.
$ 411,602
Homeless Prevention and rapid rehousing services $ 0
Development of affordable housing pursuant to 34176.1(a)(3)(A) $ 121,748 Total LMIHAF Expenditures $ 533,350
V. Statutory Value of Assets Owned by Housing Successor Thissection providesthe statutory value of real property owned by the Housing Successor, the value of loans and grants receivables, and the sum of these two amounts.

Under the Dissolution Law and for purposes of this Report, the “statutory value of real property” means the value of properties formerly held by the former redevelopment agency as listed on the housing asset transfer schedule approved by the Department of Finance as listed in such schedule under Section 34176(a)(2), the value of the properties transferred to the Housing Successor pursuant to Section 34181(f), and the purchase price of property purchased by the Housing Successor. Further, the value of loans and grants receivable is included in the reported assets held in the LMIHAF.

The following table provides the statutory value of assets owned by the Housing Successor.

Description Amount
Statutory Value of Real Property $ 11,060,000
Value of Loans and Grants Receivable $ 152,632,983
Total Value of Housing Successor Assets $ 163,692,983
VI. Description of Transfers
This section describes transfers, if any, to another housing successor agency made in previous fiscal years, including whether the funds are unencumbered and the status of projects, if any, for which the transferred LMIHAF will be used. The sole purpose of the transfers must be for the development of transit priority projects, permanent supportive housing, housing for agricultural employees or special needs housing.

The Housing Successor did not make any LMIHAF transfers to other Housing Successor(s) under Section 34176.1(c) (2) during the Fiscal Year.

5.O.a
Packet Pg. 413 Attachment: Attachment A-Annual Summary Report-LMIHAF 22-23 (5981 : Annual Report on Low-Mod Income Asset Fund) Santa Monica Housing Successor Page | 3
VII. Project Descriptions
This section describes any project for which the Housing Successor receives or holds property tax revenue pursuant to the ROPS and the status of that project.

The Housing Successor does not receive or hold property tax revenue pursuant to the ROPS.

VIII. Status of Compliance with Section 33334.16
This section provides a status update on compliance with Section 33334.16 for interests in real property acquired by the former redevelopment agency prior to February 1, 2012.

With respect to interests in real property acquired by the former redevelopment agency prior to February 1, 2012, the time periods described in Section 33334.16 shall be deemed to have commenced on the date that the Department of Finance approved the property as a housing asset in the LMIHAF; thus, as to real property acquired by the former redevelopment agency now held by the Housing Successor in the LMIHAF, the Housing Successor must initiate activities consistent with the development of the real property for the purpose for which it was acquired within five years of the date the DOF approved such property as a housing asset.

The following table provides a status update on the real property acquired by the former redevelopment agency prior to February 1, 2012 and transferred to the Housing Successor.

Property Address Date
Acquired
DOF Approved
Transfer Date
Status as of June 30, 2021
1725 Ocean Avenue 4/11/2000 10/2/2013 The property was developed with 160 affordable apartments.
1751 Cloverfield
Bld.
10/3/2003 10/2/2013 The property was developed as congregate housing and emergency shelter providing 55
affordable beds.
2018 19th Street 6/26/2009 10/2/2014 The property was sold. All sales proceeds were deposited in the LMIHAF.

IX. Description of Outstanding Obligations under Section 33413 This section describes the outstanding inclusionary and replacement housing obligations, if any, under Section 33413 that remained outstanding prior to dissolution of the former redevelopment agency as of February 1, 2012 along with the Housing Successor’s progress in meeting those prior obligations, if any, of the former redevelopment agency and how the Housing Successor plans to meet unmet obligations, if any.

There are no outstanding inclusionary or replacement housing obligations pursuant to Section 33413. The former Redevelopment Agency’s Implementation Plan is posted on the City’s website at:
http://www.smgov.net/uploadedFiles/Departments/HED/Housing_and_Redevelopment/RDA/Attach%20A %202009%205%20Yr%20Implementation%20Plan%20-%20FINAL.pdf

5.O.a
Packet Pg. 414 Attachment: Attachment A-Annual Summary Report-LMIHAF 22-23 (5981 : Annual Report on Low-Mod Income Asset Fund) Santa Monica Housing Successor Page | 4
X. Income Test
This section provides the information required by Section 34176.1(a)(3)(B), or a description of expenditures by income restriction for the period beginning January 1, 2014 and whether the statutory thresholds have been met for 2019, and every five years thereafter, from January 1, 2014, through the end of the latest fiscal year covered in the report.

This information is next required to be reported in the Fiscal Year 2023-24.

XI. Senior Housing Test
Thissection providesthe percentage units of deed-restricted rental housing restricted to seniors and assisted individually or jointly by the Housing Successor, its former Redevelopment Agency, and its host jurisdiction within the previous ten years in relation to the aggregate number of units of deed-restricted rental housing assisted individually or jointly by the Housing Successor, its former Redevelopment Agency and its host jurisdiction within the same time period.

The following table provides the Housing Successor’s Senior Housing Test for the ten-year period from July 1, 2013 through June 30, 2023.

Description Amount
Number of Assisted Senior Rental Units 126
Number of Total Assisted Rental Units 423
Senior Housing Percentage 30%
XII. Excess Surplus Test
This section provides the amount of Excess Surplus in the LMIHAF (defined as unencumbered funds exceeding one million or the aggregate amount deposited in the fund over the preceding four fiscal years, whichever is greater), the length of time that the Housing Successor has had excess surplus, and the Housing Successor’s plan for eliminating the excess surplus within three fiscal years.

This report calculates the excess surplus per the Health and Safety Code definition, which states that “the ‘excess surplus’ shall mean an unencumbered amount in the account that exceeds the greater of one million dollars ($1,000,000) or the aggregate amount deposited into the account during the housing successor’s preceding four fiscal years, whichever is greater”. The following table provides the calculation of the Excess Surplus test.

Description Amount
LMIHAF Balance $ 13,580,560
Less Encumbrances $ (0)
Unencumbered balance $ 13,580,560
Less the greater of $1,000,000 or the aggregate amount deposited into the account during the housing successor’s preceding four fiscal years, whichever is greater $ (13,813,851)
Excess Surplus $ None

5.O.a
Packet Pg. 415 Attachment: Attachment A-Annual Summary Report-LMIHAF 22-23 (5981 : Annual Report on Low-Mod Income Asset Fund) Santa Monica Housing Successor Page | 5
XIII. Inventory of homeownership units
This section provides an inventory of homeownership units that were assisted by the former Redevelopment Agency or Housing Successor that are subject to covenants or restrictions or to an adopted program that protects the investment of moneys from the LMIHF pursuant to Section 33334.3(f) and includes any losses of units to the portfolio, funds returned to the Housing Successor, and whether an outside entity has been contracted to manage these units.

The Housing Successor does not have any homeownership units that were assisted by the former Redevelopment Agency or the Housing Successor.

5.O.a
Packet Pg. 416 Attachment: Attachment A-Annual Summary Report-LMIHAF 22-23 (5981 : Annual Report on Low-Mod Income Asset Fund) Redevelopment Successor
Agency Report
City Council Meeting: December 12, 2023
Agenda Item: 5.P
1 of 5
To: Redevelopment Successor Agency
From: David Martin, Director, Administration
Subject: Approval of Annual Recognized Obligation Payment Schedule (ROPS) Recommended Action
Staff recommends that the Redevelopment Successor Agency:

1. Adopt resolutions approving the Agency’s recognized obligation payment schedule and administrative budget for July 1, 2024 through June 30, 2025.

2. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) of the California Environmental Quality Act (CEQA) Guidelines.

Summary
The Santa Monica Redevelopment Successor Agency (Successor Agency) is required to prepare and adopt an annual Recognized Obligation Payment Schedule (ROPS) and Administrative Budget, which is subject to approval by the Third Supervisorial District Consolidated Oversight Board prior to being submitted to the California Department of Finance (DOF) and the Los Angeles County Auditor-Controller no later than February 1 of each year. The DOF-approved ROPS and Administrative Budget for fiscal year 2024- 25 provides the basis for the County Auditor-Controller to remit Redevelopment Property Tax Trust Funds (RPTTF) to the Successor Agency and authorize the Successor Agency to make scheduled payments for enforceable obligations for the period July 1, 2024 through June 30, 2025.

Background
Following the elimination of Redevelopment Agencies in 2012 under California Health and Safety Code (HSC) Section 34177, the City of Santa Monica elected to serve as the Successor Agency to the Redevelopment Agency, established the Santa Monica

5.P
Packet Pg. 417
2 of 5
Redevelopment Successor Agency (Successor Agency) to administer outstanding enforceable obligations and comply with necessary state regulations, and designated the City Council as the Governing Board of the Successor Agency. Additionally, Per ABX1 26, the Santa Monica Redevelopment Successor Agency Oversight Board was established to oversee certain fiscal management matters and assets of the former redevelopment agency, except for affordable housing. Per SB 107, on July 1, 2018, each of the 71 Oversight Boards in Los Angeles County were consolidated into five Consolidated Oversight Boards organized by supervisorial district. The Third Supervisorial District Consolidated Oversight Board has jurisdiction over the Santa Monica Successor Agency.

Discussion
In compliance with the statewide elimination of all Redevelopment Agencies in 2012, the Successor Agency is required to prepare a ROPS and corresponding administrative budget on a yearly basis. The ROPS identifies the former redevelopment agency’s enforceable obligations and the agency’s administrative costs. The ROPS also identifies the sources of payment for the obligations, including bond proceeds, interest income, and distributions of tax increment revenue from the State’s Redevelopment Property Tax Trust Fund (RPTTF). Before submission to the California Department of Finance (DOF) and the Los Angeles County Auditor-Controller, no later than February 1 of each year, both the Successor Agency and the Third Supervisorial District Consolidated Oversight Board must approve the ROPS and Administrative Budget.

The ROPS 2024-25 includes Successor Agency enforceable obligations of $17,264,736, including an Administrative Budget of $129,335 covering July 1, 2024 to June 30, 2025. All proposed enforceable obligations have been previously listed and approved for payment on a previous ROPS. In addition, all enforceable obligations have received final and conclusive determinations from the DOF. Staff recommends that the Successor Agency adopt the proposed resolutions (Attachments A and B) authorizing the submission of the ROPS 2023-24 and Administrative Budget to both the DOF and the County Auditor-Controller.

5.P
Packet Pg. 418
3 of 5
One of the enforceable obligations included in the ROPS, the Bank of America Term Loan, is subject to semi-annual payments based on floating interest rates. On November 21, 2014 DOF issued a letter notifying the Successor Agency of its final and conclusive approval of the Bank of America Term Loan as an enforceable obligation (Attachment C). Pursuant to a June 14, 2023 letter from Bank of America (Attachment E), the 6-month LIBOR Rate used to set interest payments ceased publication after June 30, 2023. Thereafter, by operation of law, interest will be reset at the SOFR rate plus the SOFR Adjustment of 0.42826% and an interest rate margin of 1.25%.

Payments will continue to be due on January 15 and July 15 of each year. As interest rates are continuing to rise, the payments are estimated based on the actual SOFR rate published on the last reset date, July 13, 2023 plus a 2 percent escalation in order to ensure sufficient funding is available to make the next payments. Should the final interest payment be less than forecasted, any excess RPTTF would be recovered through the prior period adjustment process.

Under AB 26 and SB 107, the Agency may receive an administrative cost allowance (ACA) of up to three percent of the property tax allocated to the Agency the prior fiscal year less the prior year administrative cost allowance. Furthermore, the ACA shall not exceed fifty percent of the RPTTF distributed to pay enforceable obligations in the preceding year and shall be based upon an approved Administrative Budget which justifies the ACA. Based on the estimated property tax allocation to the Successor Agency, the ACA of $129,335 is within the cap of $406,680 for fiscal year 2024-25 and is included as an enforceable obligation on the ROPS 2024-25 (see Attachment A, Exhibit 1, Item 30).

Environmental Review
The approval of the FY 2024-25 ROPS is exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines. The ROPS is covered by the common sense exemption, which states that CEQA does not apply, “where can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” The FY 2024-25 ROPS establishes

5.P
Packet Pg. 419
4 of 5
a budget for the Successor Agency. Therefore, it can be seen with certainty that there is no possibility the activity will have any significant effect on the environment.

Next Steps
The Third Supervisorial District Consolidated Oversight Board (Consolidated Oversight Board), which has jurisdiction over the Santa Monica Successor Agency, is meeting on January 9, 2024 and will be asked to approve the Successor Agency’s ROPS 2024-25 and administrative budget, for the period July 1, 2024 through June 30, 2025, and authorize the transmittal to the Department of Finance for approval. The ROPS 2024- 25, as approved by the Consolidated Oversight Board, must be sent to the State Controller’s Office and the Department of Finance and posted on the Successor Agency’s website no later than February 1, 2024. The Department of Finance must make its determination regarding the ROPS 2024-25 no later than April 15, 2024.

Financial Impacts and Budget Actions
On June 1, 2024 and January 2, 2025, the Los Angeles County Auditor-Controller will transfer property taxes into the Successor Agency’s cash account from which the Agency will pay enforceable obligations listed on the approved ROPS 2024-25. Before the distributions take place, the DOF must issue a determination letter with the total RPTTF revenues to be disbursed for enforceable obligations along with a final administrative cost allowance cap amount.

Prepared By: Denise Smith, Senior Administrative Analyst Approved Forwarded to Council
Attachments:

A. SA Attachment A - ROPS 24-25

5.P
Packet Pg. 420
5 of 5
B. SA Attachment B - ROPS 24-25
C. SA Attachment C - Letter from DOF
D. SA Attachment D - Credit Agreement
E. SA Attachment E - Letter from B of A (2023)

5.P
Packet Pg. 421
Successor Agency Meeting: December 12, 2023 Santa Monica, California RESOLUTION NO. (SA)

A RESOLUTION OF THE SANTA MONICA REDEVELOPMENT SUCCESSOR AGENCY

APPROVING THE RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR THE PERIOD JULY 1, 2024 THROUGH JUNE 30, 2025
WHEREAS, pursuant to ABx 1 26, enacted on June 28, 2011, and as subsequently amended by AB 1484, SB 341, and SB 107 ("Dissolution Act"), the Redevelopment Agency to the City of Santa Monica was dissolved as of February 1, 2012, and the City of Santa Monica elected to serve as the Successor Agency to the former Redevelopment Agency to the City of Santa Monica (“Successor Agency”); and
WHEREAS, pursuant to Health and Safety Code Section 34179 (q), commencing on and after July 1, 2018, in the County of Los Angeles, where more than 40 oversight boards were created by the Dissolution Act, the oversight boards were consolidated into five consolidated oversight boards each encompassing one of the County’s five supervisorial districts; and WHEREAS, the Third Supervisorial District Consolidated Oversight Board ("Third District Consolidated Oversight Board") has jurisdiction over the Successor Agency of the Former Redevelopment Agency to the City of Santa Monica; and
WHEREAS, Section 34177(a)(3) of the Health and Safety Code, as reformed by the California Supreme Court in California Redevelopment Association v. Matosantos (2011) 53 Cal. 4th 231, provides that commencing on May 1, 2012, only those payments listed in a Recognized Obligation Payment Schedule (“ROPS”) may be made by the Successor Agency from the funds specified in the ROPS; and
WHEREAS, Section 34177(o) of the Health and Safety Code requires that the Successor Agency submit an oversight board-approved ROPS to the Department of Finance (“DOF”) and

5.P.a
Packet Pg. 422 Attachment: SA Attachment A - ROPS 24-25 [Revision 1] (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) County Auditor-Controller (“CAC”) no later than February 1 of each year, commencing February 1, 2016; and
WHEREAS, the Third District Consolidated Oversight Board is scheduled to hold a regular meeting on January 9, 2024; and
WHEREAS, the Third District Consolidated Oversight Board is scheduled to review and duly consider the Recognized Obligation Payment Schedule for the period July 2024 – June 2025, inclusive, attached as Exhibit 1, and other written evidence presented at the meeting, if any; and
WHEREAS, under Title 14 of the California Code of Regulations, Section 15061(b)(3), the approval of the FY 2024-25 ROPS is exempt from the requirements of the California Environmental Quality Act (“CEQA”), in that it can be seen with certainty that there is no possibility that the FY 2024-25 ROPS will have any significant effect on the environment.

NOW THEREFORE, THE SUCCESSOR AGENCY DOES HEREBY RESOLVE AND FIND AS FOLLOWS:

SECTION 1. The Successor Agency hereby finds and determines that the foregoing recitals are true and correct.

SECTION 2. The Successor Agency hereby approves and adopts the Recognized Obligation Payment Schedule for the period July 2024 – June 2025, inclusive, attached hereto as Exhibit 1 (referenced hereinafter as “the Recognized Obligation Payment Schedule”).

SECTION 3. The Successor Agency authorizes the Community Development Director to:
(1) Submit the Recognized Obligation Payment Schedule to the County Auditor-Controller for review;

5.P.a
Packet Pg. 423 Attachment: SA Attachment A - ROPS 24-25 [Revision 1] (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) and
(2) Submit an electronic copy of the Recognized Obligation Payment Schedule to the State Department of Finance for approval; and Designate a Successor Agency representative to respond to all questions related to the Recognized Obligation Payment Schedule; and (3) Take such other actions and execute such other documents as are appropriate to effectuate the intent of this Resolution.

SECTION 4. The Secretary of the Successor Agency shall certify the adoption of this Resolution and thenceforth and thereafter the same shall be in full force and effect.

APPROVED AS TO FORM:

DOUGLAS SLOAN
Successor Agency Counsel

5.P.a
Packet Pg. 424 Attachment: SA Attachment A - ROPS 24-25 [Revision 1] (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) Exhibit 1
Recognized Obligation Payment Schedule (ROPS 24-25)

5.P.a
Packet Pg. 425 Attachment: SA Attachment A - ROPS 24-25 [Revision 1] (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) 24-25A (July - December) 24-25B (January - June)
Fund Sources Fund Sources
Item
#
Project Name/Debt
Obligation Obligation Type
Agreeme
nt
Execution
Date
Agreement
Terminatio
n Date Payee Description
Project
Area
Total
Ouststanding
Debt or
Obligation Retired?
ROPS 24-
25 Total
Bond
Proceeds
Reserv
e
Balanc
e
Other
Funds RPTTF
Admin
RPPTF
Period A
Total
Bond
Proceeds
Reserv
e
Balanc
e Other Funds RPTTF
Admin
RPPTF Period B Total
240,231,330 - - - - 8,747,886 129,335 8,877,221 - - 3,300,000 5,346,185 - 8,646,185 1 2011 Earthquake RDA
Bonds
Bonds Issued
After 12/31/10
06/07/11 07/01/42 Union Bank Bond Payment Earthquak
e
68,872,412
N
2,262,413 2,262,413 -
2 2006 Earthquake RDA
Series A Bonds
Bonds Issued On
or Before 12/31/10
04/27/06 07/01/29 Union Bank Bond Payment Earthquak
e
26,157,789
N
4,369,608 4,369,608 -
13 Bank of America Term
Loan
Third-Party Loans 05/08/08 07/15/28 Bank of America Bank of America Loan Payment
Earthquak
e 16,623,429
N
2,112,565 2,112,565 2,046,185 2,046,185
24 Arizona and 4th Notes Miscellaneous 10/13/10 01/01/42 Multiple entities Mixed-use development with public plaza and
underground parking
Earthquak
e
61,800,000
N
- 3,300,000 3,300,000
30 Successor
Administrative Cost
Allowance
Admin Costs 02/01/12 06/30/14 Successor
Agency
3% Administration Costs All
4,938,500 129,335 129,335 -
34 Bond Trustee Fees2011 Earthquake RDA
Bonds
Fees 06/07/11 07/01/42 Union Bank of
California
Annual Bond
Administrative Fees
Earthquak
e
34,000 N
2,000 2,000 -
35 Bond Trustee Fees2006 Earthquake RDA
Series A Bonds
Fees 04/27/06 07/01/29 Union Bank of
California
Annual Bond
Administrative Fees
Earthquak
e
5,200 N
1,300 1,300 -
40 Arizona and 4thReimbursement
Agreement
Miscellaneous 06/23/10 01/01/42 City of Santa
Monica
Mixed-use development
with public plaza and
underground parking
Earthquak
e
61,800,000 N
- 3,300,000 3,300,000

5.P.a
Packet Pg. 426 Attachment: SA Attachment A - ROPS 24-25 [Revision 1] (6056 : Approval of Annual Recognized Santa Monica ROPS 2024-25 - Report of Cash Balances
July 1, 2021 through June 30, 2022

A B C D E F G H
ROPS 21-22 Cash Balances
(07/01/21 - 06/30/22)
Fund Sources
Comments
Bond Proceeds Reserve Balance Other Funds RPTTF
Bonds issued on or
before 12/31/10
Bonds issued on or
after 01/01/11
Prior ROPS RPTTF
and Reserve
Balances retained
for future period(s)
Rent, Grants,
Interest, etc.

Non-Admin and
Admin
1 Beginning Available Cash Balance (Actual 07/01/21) RPTTF amount should exclude A" period distribution amount"
- 2,262,435 - 1,780,914 -
2 Revenue/Income (Actual 06/30/22)
RPTTF amount should tie to the ROPS 20-21 total
distribution from the County Auditor-Controller
- 798 - 423 14,351,863 D2 and F2 are for interest earned 3 Expenditures for ROPS 21-22 Enforceable Obligations
(Actual 06/30/22)
- - - 93,724 13,470,045
4 Retention of Available Cash Balance (Actual 06/30/22) RPTTF amount retained should only include the amounts
distributed as reserve for future period(s)
- 2,263,233 -
5 ROPS 21-22 RPTTF Prior Period Adjustment
RPTTF amount should tie to the Agency's ROPS 21-22 PPA
form submitted to the CAC
No entry required 881,818
6 Ending Actual Available Cash Balance (06/30/22) C to F = (1 + 2 - 3 - 4), G = (1 + 2 - 3 - 4 - 5)
- 0 - 1,687,613 0 F6 includes Other Funds authorized for use in future periods.

5.P.a
Packet Pg. 427 Attachment: SA Attachment A - ROPS 24-25 [Revision 1] (6056 : Approval of Annual Recognized Successor Agency Meeting: December 12, 2023 Santa Monica, California RESOLUTION NO. ______ (SA)

A RESOLUTION OF THE SANTA MONICA REDEVELOPMENT SUCCESSOR AGENCY

APPROVING THE ADMINISTRATIVE BUDGET FOR THE SUCCESSOR AGENCY OF THE

FORMER REDEVELOPMENT AGENCY TO THE CITY OF SANTA MONICA FOR THE PERIOD JULY 1, 2024 THROUGH JUNE 30, 2025
WHEREAS, pursuant to ABx 1 26, enacted on June 28, 2011, and as subsequently amended by AB 1484, SB 341, and SB 107 ("Dissolution Act"), the Redevelopment Agency to the City of Santa Monica was dissolved as of February 1, 2012, and the City of Santa Monica elected to serve as the Successor Agency to the former Redevelopment Agency to the City of Santa Monica (“Successor Agency”); and
WHEREAS, pursuant to Health and Safety Code Section 34179 (q), commencing on and after July 1, 2018, in the County of Los Angeles, where more than 40 oversight boards were created by the Dissolution Act, the oversight boards were consolidated into five consolidated oversight boards each encompassing one of the County’s five supervisorial districts; and WHEREAS, the Third Supervisorial District Consolidated Oversight Board ("Third District Consolidated Oversight Board") has jurisdiction over the Successor Agency of the Former Redevelopment Agency to the City of Santa Monica; and
WHEREAS, Section 34177(j) of the Health and Safety Code, provides that the Successor Agency shall prepare an administrative budget (“Administrative Budget”) and submit it to the Oversight Board of the Successor Agency for its approval; and WHEREAS, the Administrative Budget shall include the following:
(1) Estimated amounts for successor agency administrative costs for the upcoming annual fiscal period;

5.P.b
Packet Pg. 428 Attachment: SA Attachment B - ROPS 24-25 [Revision 1] (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) (2) Proposed sources of payment for the costs identified in subparagraph (1); (3) Proposals for arrangements for administrative and operations services provided by a city, county, city and county, or other entity; and
WHEREAS, on February 2, 2012, the Successor Agency approved a Reimbursement Agreement by and between the City of Santa Monica and Successor Agency, Contract No. 9549 (CCS/RAS/SA), in accordance with Section 34171(d)(1)(F) of the California Health and Safety Code; and
WHEREAS, Section 34177(k) of the California Health and Safety Code requires the Successor Agency to provide administrative cost estimates, from its approved Administrative Budget, that are to be paid from property tax revenues deposited in the Redevelopment Property Tax Trust Fund, to the Los Angeles County Auditor-Controller for each six-month fiscal period; and
WHEREAS, under Title 14 of the California Code of Regulations, Section 15061(b)(3), the approval of the Administrative Budget is exempt from the requirements of the California Environmental Quality Act (“CEQA”), in that it is not a project as the adoption of the Administrative Budget will not have the potential of causing a significant environmental effect and it can be seen with certainty that there is no possibility that the adoption of the Administrative Budget will have any significant effect on the environment; and
WHEREAS, the Third District Consolidated Oversight Board is scheduled to hold a regular meeting on January 9, 2024; and
WHEREAS, the Third District Consolidated Oversight Board is schedule to review and duly considered the Administrative Budget for the period July 2024 – June 2025, inclusive, attached as Exhibit 1, and other written evidence presented at the meeting.

5.P.b
Packet Pg. 429 Attachment: SA Attachment B - ROPS 24-25 [Revision 1] (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS))

NOW THEREFORE, THE SUCCESSOR AGENCY DOES HEREBY RESOLVE AND FIND AS FOLLOWS:

SECTION 1. The Successor Agency hereby finds and determines that the foregoing recitals are true and correct.

SECTION 2. The Successor Agency hereby approves and adopts the Administrative Budget for the period July 2024 – June 2025, inclusive, attached hereto as Exhibit 1.

SECTION 3. The Successor Agency authorizes the Community Development Director to:
(1) Provide an administrative cost estimate to the County Auditor-Controller for the period July 2024 – June 2025, inclusive, based upon the approved Administrative Budget; and
(2) Submit the Administrative Budget to the Department of Finance; and (3) Take such other actions and execute such other documents as are appropriate to effectuate the intent of this Resolution and to implement the Administrative Budget on behalf of the Successor Agency.

SECTION 4. The Secretary of the Successor Agency shall certify the adoption of this Resolution and thenceforth and thereafter the same shall be in full force and effect.

APPROVED AS TO FORM:
_____________________________

DOUGLAS SLOAN
Successor Agency Counsel

5.P.b
Packet Pg. 430 Attachment: SA Attachment B - ROPS 24-25 [Revision 1] (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) Exhibit 1
Successor Agency Administrative Budget
July 1, 2024 to June 30, 2025

SUCCESSOR AGENCY ADMINISTRATIVE BUDGET
July 1, 2024 to June 30, 2025
Department/Responsibilities
Community
Development
Oversees Successor Agency, prepares ROPS, PPA and acts as liaison to the Consolidated Oversight Board, Department of Finance, and County AuditorController. Works with Finance to facilitate payments of enforceable obligations and maintain records of Successor Agency.

POSITION (percent allocation) Budget
PRINCIPAL ADMINISTRATIVE ANALYST (15%) $34,349
SENIOR ADMINISTRATIVE ANALYST (10%) $19,374
DIRECTOR OF COMMUNITY DEVELOPMENT (2%) $8,456
TOTAL COMMUNITY DEVELOPMENT $62,179
Finance Processes Successor Agency payments for enforceable obligations, records accounting, oversees financial audit.

POSITION (percent allocation) Budget
DIRECTOR OF FINANCE (2%) $8,256
ACCOUNTING MANAGER (2%) $6,234
FINANCIAL REPORTING SUPERVISOR (2%) $4,302
TREASURY OPERATIONS SUPERVISOR (2%) $3,030
TOTAL FINANCE $21,822
City Attorney's Office Legal review of all Successor Agency actions, staff reports, resolutions, and reporting obligations. Attends Successor Agency and Oversight Board meetings.

POSITION (percent allocation) Budget
DEPUTY CITY ATTORNEY III (2%) $9,375
TOTAL CITY ATTORNEY'S OFFICE $9,375

5.P.b
Packet Pg. 431 Attachment: SA Attachment B - ROPS 24-25 [Revision 1] (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) Records and Elections
Services
Facilitates Successor Agency meetings, agendas, and minutes.

POSITION (percent allocation) Budget
DEPUTY CITY CLERK (2%) $2,959
TOTAL CITY ATTORNEY'S OFFICE $2,959
Staffing Budget $96,335
Supplies and Expenses
Financial Consulting
Services
$24,000
Audit Services $9,000
Insurance $-
Computer
Equipment/Software
$-
Supplies and Expenses
Budget
$33,000
Total Budget $129,335

5.P.b
Packet Pg. 432 Attachment: SA Attachment B - ROPS 24-25 [Revision 1] (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) Attachment C
November 21, 2014 letter from the California Department of Finance

5.P.c
Packet Pg. 433 Attachment: SA Attachment C - Letter from DOF (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS))

5.P.c
Packet Pg. 434 Attachment: SA Attachment C - Letter from DOF (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS))

5.P.c
Packet Pg. 435 Attachment: SA Attachment C - Letter from DOF (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) Attachment D
May 1, 2008 Credit Agreement with Bank of America

5.P.d
Packet Pg. 436 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS))

CREDIT AGREEMENT
This Agreement dated as of May 1, 2008, is between Bank of America, N.A. (the "Bank") and the Redevelopment Agency of the City of Santa Monica, a public body corporate and politic (the "Borrower'').

1. LINE OF CREDIT; AMOUNT AND TERMS

1.1 Line of Credit.
(a) During the availability period described below, the Bank will provide a line of credit (the "Line of Credit") to the Borrower. The amount of the Line of Credit ("Commitment") is Fifty Million Dollars ($50,000,000.00). (b) At any time during the availability period, Borrower may request that the initial Commitment be increased to a total Commitment of up to $75,000,000, which is the maximum commitment amount under this Agreement.

Such request of the Borrower must be in the form attached hereto as Exhibit "B" and must be accompanied by the most recent financial information of Borrower set forth in Sections 8.2(a) and (b). Within thirty (30) days following the receipt of such request and accompanying information, and receipt of such other information as the Bank may reasonably request, the Bank shall send written notice to Borrower of its election to increase or not increase the Commitment; provided, that if the Bank fails to send such notice, the Bank shall be deemed to have denied the requested increase.

Any increase to the Commitment is subject to, but not limited to, the conditions that (i) On or before the date the increased Commitment becomes available, Borrower shall pay an additional loan fee equal to .05% of the amount of the increase to the Commitment;
(ii) Borrower and Lender shall enter into an Amendment to Credit Agreement in the form attached hereto as Exhibit "C";
(iii) No Event of Default (as defined in Section 9 of this Agreement) or event which with the passage of time, the giving of notice or both, would constitute an Event of Default has occurred and is continuing under this Agreement;
(iv) No Material Adverse Change has occurred; and
(v) No litigation or governmental action that purports to have a Material Adverse Change shall have occurred and be continuing.

For purposes of this Agreement, the terms "Material Adverse Change" and "Material Adverse Effect" have the following meanings:

5.P.d
Packet Pg. 437 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) "Material Adverse Change" shall mean the occurrence of any event or change resulting in a material and adverse change in the business, financial condition or operations of the Borrower with respect to the Project Area that materially and adversely affects the ability of the Borrower to collect sufficient Pledged Revenues to pay its obligations hereunder and under any other Parity Debt when due or which materially and adversely affects the enforceability of this Agreement or the ability of the Borrower to perform its obligations hereunder.
"Material Adverse Effect" means a materially adverse effect on the Borrower's ability to collect sufficient Pledged Revenues to pay its obligations hereunder and under any other Parity Debt when due or on the Borrower's ability to perform its obligations under this Agreement.
(c) At any time after May 1, 2009, the Borrower may elect to reduce the Commitment by giving the Bank at least 10 Business Days written notice of such election specifying the amount of the Commitment to be maintained and the date on which the Commitment will be reduced.
(d) This is a revolving Line of Credit solely to provide financing for housing activities eligible for funding from the Borrower's Low and Moderate Income Housing Fund funded from the Earthquake Recovery Redevelopment Project Area (the "Project").

During the availability period, Borrower may repay and reborrow principal amounts repaid; provided, that the outstanding principal amount may not exceed the amount of the Commitment at any time; provided that the Commitment shall be reduced by any amounts that are converted to Term Loans.
(e) Each advance of the Commitment (each an "Advance") shall be subject to all of the conditions set forth in Section 6.

1.2 Availability Period.
(a) Initial Expiration Date. The Line of Credit is available between the date of this Agreement and June 1, 2013 (the "Availability Period") or such earlier date as the availability may terminate as provided in this Agreement or such later date if the Line of Credit is extended pursuant to Section 1.2(b) (the "Expiration Date"). (b) Extensions. On any date on or after March 1, 201 0 and at least one year prior to the Expiration Date then in effect and not more frequently than once per year, the Borrower may request a one, two or three-year extension of the Availability Period and the Expiration Date; provided, that (i) the Availability Period may not exceed five years from the date the extension is requested and (ii) the Availability Period may not be extended beyond June 1, 2016 and the Expiration Date may not be extended beyond June 1, 2031. Such request must be in writing and must be accompanied by the following:
(i) Annual cash flow projections for the Borrower for the proposed extension period, together with the assumptions made in preparation of such cash flow projections; (ii) The most recent Five-Year Implementation Plan for the Earthquake Recovery Redevelopment Project Area (the "Project Area"); -2- 5/13/08

5.P.d
Packet Pg. 438 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) (iii) The most recent fiscal consultant's report with respect to the Project Area; (iv) The most recent Annual Report and any other disclosure provided by the Borrower pursuant to the Continuing Disclosure Certificate dated April 27, 2006 (the "Continuing Disclosure Certificate") with respect to the Borrower's Senior Debt; and (v) Most recently available audited annual financial statements.

Within thirty (30) days following the Bank's receipt of the foregoing and any other documents and information reasonably requested by the Bank, the Bank shall send written notice to Borrower of its election to extend or not to extend the Expiration Date; provided, that if the Bank fails to send such notice, the Bank shall be deemed to have denied the requested extension.

Any extension is subject to, but not limited to, the conditions that:
(A) No Event of Default or event which with the passage of time, the giving of notice, or both, would constitute an Event of Default has occurred and is continuing under this Agreement;
(B) No Material Adverse Change has occurred with respect to the Borrower; and
(C) No litigation or governmental action that purports to have a Material Adverse Change on the Borrower shall have occurred and be continuing.

1.3 Prime Rate Defined. The Prime Rate is the rate of interest publicly announced frorn time to time by the Bank as its Prime Rate. The Prime Rate is set by the Bank based on various factors, including the Bank's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans. The Bank may price loans to its customers at, above, or below the Prime Rate. Any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in the Bank's Prime Rate.

1.4 Interest Rate; Optional Interest Rates. Unless the Borrower elects one of the optional interest rates described below, the interest rate is a rate per year equal to (i) during the Availability Period, the LIBOR Rate plus .55% for a one-month period and (ii) during the TermOut Period, the LIBOR Rate plus 1.25% for a one-month period. The optional interest rates shall be subject to the terms and conditions described later in this Agreement. Any principal amount bearing interest at an optional rate under this Agreement is referred to as a "Portion." The following optional interest rates are available:
(a) During the Availability Period, (i) the Prime Rate less 2.0%; (ii) the LIBOR Rate plus .55% during interest periods elected by Borrower pursuant to Section 2.2 below; and (iii) the IBOR Rate plus .55% during the interest periods elected by Borrower pursuant to Section 2.3 below; or, at the Borrower's election and upon delivery of an opinion of nationally recognized bond counsel in form and content acceptable to Bank, Borrower may elect a tax-exempt rate equal to 62.347% of the LIBOR Rate plus 1.47% or the 62.347% of the Prime Rate less 0.12%; and
-3- 5/13/08

5.P.d
Packet Pg. 439 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) (b) During the Term-Out Period, (i) the Prime Rate less 1.30%; (ii) the LIBOR Rate plus 1.25% during interest periods elected by Borrower pursuant to Section 2.2 below; and (iii) the IBOR Rate plus 1.25% during the interest periods elected by Borrower pursuant to Section 2.3 below; or, at the Borrower's election and upon delivery of an opinion of nationally recognized bond counsel in form and content acceptable to Bank, Borrower may elect a tax-exempt rate equal to 62.347% of the LIBOR Rate in effect on the Conversion Date (as defined below) plus 1.91% or 62.347% of the Prime Rate plus .32%.
(c) In the event that the Borrower's long-term rating for the Senior Debt for the Project Area is reduced below BBB+ by Standard & Poor's Rating Service or below BBB+/Baa1/BBB+ by any two of Standard & Poor's Rating Service, Moody's Investors Service or Fitch Ratings, respectively, the interest rate during the Availability Period will be increased to the Prime Rate less 1.75% or.80% over the LIBOR Rate or IBOR Rate, as applicable, or for loans bearing interest at a tax-exempt rate, 62.347% of the LIBOR Rate plus 1.63% or 62.347% of the Prime Rate plus 0.04% and the interest rate for Term Loans will be increased to the Prime Rate less 1.00% or 1.55% over the LIBOR Rate or IBOR Rate, as applicable or for loans bearing interest at a tax-exempt rate, 62.347% of the LIBOR Rate plus 2.10% or 62.347% of the Prime Rate plus 0.51%. Notwithstanding the foregoing, the Borrower shall have the right to obtain from the above-referenced rating agencies, a rating with respect to the Pledged Revenues, which if rated BBB+ from Standard & Poor's or BBB+/Baa1/BBB+ by any two of such rating agencies shall restore the spread over the Prime Rate, the LIBOR Rate or IBOR Rate during the Availability and the Term-Out Period to the prior rate before the downgrade by such rating agencies.
(d) In the event LIBOR rates are not available pursuant to Section 2.2(g) or

2.3(f), the Borrower may elect a Fed Funds Rate pursuant to Section 2.4.

1.5 Repayment Terms.
(a) Interest Payments. Interest shall accrue from the date the Portion is advanced to the Borrower and shall be paid in arrears commencing on July 1, 2008 and quarterly thereafter; provided, that with respect to Portions, the Borrower will pay interest on the final day of the interest period for each Portion with an interest period of less than 90 days, and if the interest period applicable to any Portion is 90 days or more, the Borrower shall pay interest quarterly and on the final day of the applicable interest period. In all cases, interest shall be paid on all outstanding amounts until payment in full of any principal outstanding under the Line of Credit. Interest shall be calculated on the basis of a 360-day year and actual days elapsed.
(b) Principal Repayment.
(i) Except as provided in subsections (ii) and (iii) below, the Borrower will repay in full all remaining principal and any unpaid interest or other charges outstanding under the Line of Credit no later than the Expiration Date (the "Line of Credit Maturity Date"). Any interest period for a LIBOR-based interest rate (as described below) shall expire no later than the Line of Credit Maturity Date. -4- 5/13/08

5.P.d
Packet Pg. 440 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) (ii) To the extent that Borrower receives cash proceeds from the sale or refinance of any Borrower owned asset financed with the proceeds of the Line of Credit and such cash proceeds are not reinvested in the Project within 180 days upon such sale or refinance, Borrower shall repay a portion of the outstanding principal amount of the Line of Credit on the last day of next Interest Rate Period for Advances bearing interest at a LIBOR Rate or IBOR Rate or on the first day of the next succeeding month for Advances bearing interest at the Prime Rate.
(iii) (A) Term-Out Period. At any time during the Availability Period, subject to the conditions set forth below, the Borrower may elect to convert all or a portion of the outstanding principal amount .of the Line of Credit to a permanent loan with a maturity date the earlier of (a) fifteen years plus the remaining term of the Availability Period and (b) fifteen years after the end of the Availability Period (the "Term-Out Maturity Date").

The period between the Conversion Date and the Term-Out Maturity Date for each amount so converted is referred to as the "Term-Out Period." Each amount so converted is referred to as a "Term Loan."
(B) Payment during Term-Out Period. During the Term-Out Period, the Borrower shall make equal semi-annual payments of principal plus accrued interest with respect to each Term Loan on January 15 and July 15 of each year, and the Borrower will repay in full all remaining principal and any unpaid interest or other charges outstanding with respect to each Term Loan no later than Term-Out Maturity Date. (C) Conversion to Term-Out Period. Upon not less than ten days written notice to Lender in the form attached hereto as Exhibit "D", Borrower may elect to convert not less than $5,000,000 of the outstanding principal of the Line of Credit to a Term Loan. The conversion notice shall include the amount to be converted to a Term Loan and the date upon which the amount is to be converted (the "Conversion Date").

Any conversion is subject to, but not limited to, the conditions that:
(1) No Event of Default or event which with the passage of time and giving notice, or both, would constitute an Event of Default has occurred and is continuing under this Agreement;
(2) The Conversion Date shall be the last day of all Portions that are to be converted to a Term Loan on such date; and
(3) Upon each conversion, the Commitment available to be drawn down by Borrower shall be reduced by the amount of such Term Loan.
(c) Notice of Amount Due. At least 5 business days prior to each interest or principal payment date, the Bank shall provide the Borrower with written notice containing a calculation of the principal and interest due on each Portion on such date.

2. OPTIONAL INTEREST RATES

2.1 Optional Rates. Each optional interest rate is a rate per year. Interest will be paid as provided in Section 1.4. At the end of any interest period, the Borrower shall be -5- 5/13/08

5.P.d
Packet Pg. 441 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) deemed to have elected for the Portion a new interest rate based on the same optional interest rate program for a one-month period, unless the Borrower provides different instructions to Lender at least three days prior to the end of such interest period if Borrower elects a LIBORbased interest rate or at least one Business Day prior to the end of such interest period if Borrower elects an IBOR-based interest rate or a Prime Rate-based interest rate. No Portion will be converted to a different interest rate during the applicable interest period.

2.2 LIBOR Rate. The election of LIBOR Rates shall be subject to the following terms and requirements:
(a) The interest period during which the LIBOR Rate will be in effect will be one week, or one, three or six months as selected by Borrower. The first day of the interest period must be a day other than a Saturday or a Sunday on which the Bank is open for business in New York and London and dealing in offshore dollars (a "LIBOR Banking Day"). The last day of the interest period and the actual number of days during the interest period will be determined by the Bank using the practices of the London inter-bank market.
(b) Each LIB OR Rate Portion will be for an amount not less than Five Hundred Thousand Dollars ($500,000).
(c) The "LIBOR Rate" means the interest rate determined by the following formula, rounded upward to the nearest 1/100 of one percent. (All amounts in the calculation will be determined by the Bank as of the first day of the interest period.) Where,
LIBOR Rate= London Inter-Bank Offered Rate
(1.00- Reserve Percentage)
(i) "London Inter-Bank Offered Rate" means the average per annum interest rate at which U.S. dollar deposits would be offered for the applicable interest period by major banks in the London inter-bank market, as shown on the Telerate Page 3750 (or any successor page) at approximately 11:00 a.m.

London time two (2) London Banking Days before the commencement of the interest period. If such rate does not appear on the Telerate Page 3750 (or any successor page), the rate for that interest period will be determined by such alternate method as reasonably selected by Bank. A "London Banking Day" is a day on which the Bank's London Banking Center is open for business and dealing in offshore dollars.
(ii) "Reserve Percentage" means the total of the maximum reserve percentages for determining the reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency Liabilities, as defined in Federal Reserve Board Regulation D, rounded upward to the nearest 1/100 of one percent. The percentage will be expressed as a decimal, and will include, but not be limited to, marginal, emergency, supplemental, special, and other reserve percentages.
-6-
5/13/08

5.P.d
Packet Pg. 442 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) (d) The Borrower shall irrevocably request a LIBOR Rate Portion no later than 12:00 noon Los Angeles time on the LIBOR Banking Day preceding the day on which the London Inter-Bank Offered Rate will be set, as specified above. For example, if there are no intervening holidays or weekend days in any of the relevant locations, the request must be made at least three days before the LIBOR Rate takes effect. (e) Each prepayment of a LIBOR Rate Portion, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid and a prepayment fee as described below. A "prepayment" is a payment of an amount on a date earlier than the scheduled payment date for such amount as required by this Agreement.
(f) The prepayment fee shall be equal to the amount (if any) by which:
(i) The additional interest which would have been payable during the interest period on the amount prepaid had it not been prepaid, exceeds (ii) The interest which would have been recoverable by the Bank by placing the amount prepaid on deposit in the domestic certificate of deposit market, the Eurodollar deposit market, or other appropriate money market selected by the Bank and communicated to the Borrower, for a period starting on the date on which it was prepaid and ending on the last day of the interest period for such Portion (or the scheduled payment date for the amount prepaid, if earlier).
(g) The Bank will have no obligation to accept an election for a LIBOR Rate Portion if any of the following described events has occurred and is continuing:
(i) Dollar deposits in the principal amount, and for periods equal to the interest period, of a LIBOR Rate Portion are not available in the London interbank market; or (ii) The LIBOR Rate does not accurately reflect the cost of a LIBOR Rate Portion.

2.3 IBOR Rate. The election of IBOR Rates shall be subject to the following terms and requirements:
(a) The interest period during which the IBOR Rate will be in effect will be from one to fourteen days, one week, or one, three or six months. The last day of the interest period will be determined by the Bank using the practices of the offshore dollar inter -bank market.
(b) Each IBOR Rate Portion will be for an amount not less than One Hundred Thousand Dollars ($100,000).
(c) The "IBOR Rate" means the interest rate determined by the following formula, rounded upward to the nearest 1/100 of one percent. (All amounts in the calculation will be determined by the Bank as of the first day of the interest period.) -7- 5/13/08

5.P.d
Packet Pg. 443 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) IBOR Rate= IBOR Base Rate
(1.00- Reserve Percentage)
Where,
(i) "IBOR Base Rate" means the interest rate at which the Bank's Grand Cayman Banking Center, Grand Cayman, British West Indies, would offer U.S. dollar deposits for the applicable interest period to other major banks in the offshore dollar inter-bank market.
(ii) "Reserve Percentage" means the total of the maximum reserve percentages for determining the reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency Liabilities, as defined in Federal Reserve Board Regulation D, rounded upward to the nearest 1/100 of one percent. The percentage will be expressed as a decimal, and will include, but not be limited to, marginal, emergency, supplemental, special, and other reserve percentages.
(d) Each prepayment of an IBOR Rate Portion, whether voluntary, by reason of acceleration or otheJWise, will be accompanied by the amount of accrued interest on the amount prepaid, and a prepayment fee as described below. A "prepayment" is a payment of an amount on a date earlier than the scheduled payment date for such amount as required by this Agreement.
(e) The prepayment fee shall be equal to the amount (if any) by which:
(i) The additional interest which would have been payable during the interest period on the amount prepaid had it not been prepaid, exceeds (ii) The interest which would have been recoverable by the Bank by placing the amount prepaid on deposit in the domestic certificate of deposit market, the Eurodollar deposit market, or other appropriate money market selected by the Bank and communicated to the Borrower for a period starting on the date on which it was prepaid and ending on the last day of the interest period for such Portion (or the scheduled payment date for the amount prepaid, if earlier).
(f) The Bank will have no obligation to accept an election for an IBOR Rate Portion if any of the following described events has occurred and is continuing:
(i) Dollar deposits in the principal amount, and for periods equal to the interest period, of an IBOR Rate Portion are not available in the offshore dollar inter-bank market; or
(ii) The IBOR Rate does not accurately reflect the cost of an IBOR Rate Portion.

2.4 "Fed Funds Rate" shall mean the arithmetic average of the rates of interest asked by two (2) New York Federal funds traders for the purchase of Federal funds, multiplied by the quotient of 365 divided by 360, (a) plus 1.00% during the Availability Period, and (b) plus -8- 5/13/08

5.P.d
Packet Pg. 444 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS))

1.70% during the Term-Out Period. The rate will be determined by the Bank, and will be rounded to the nearest 1/100 of one percent. The Federal funds traders will be selected by the Bank at approximately 10:00 a.m., and will be of recognized standing. For days on which banks in New York (or any other location relevant to this Agreement) are required or permitted to be closed, the applicable interest rate will be the rate for the next preceding banking day.

3. FEES AND EXPENSES

3.1 Fees.
(a) Loan Fee. The Borrower agrees to pay a loan fee of Twenty Five Thousand Dollars ($25,000) on the Effective Date, which fee shall be deemed earned by the Bank and shall be nonrefundable. If the Commitment is increased pursuant to Section 1.1 (b), Borrower shall pay an additional Joan fee equal to .05% of the amount of the increase to the Commitment as provided in Section 1.1 (b). (b) Unused Commitment Fee. During the availability period described in Section 1.2, the Borrower shall pay an annual fee on any difference between the amount of the Commitment and the aggregate amount of credit it actually uses, determined by the average of the daily amount of credit outstanding during the specified period, calculated at .30% per annum. Such fee shall be payable quarterly in arrears commencing on July 1 , 2008 with the final payment due on the Expiration Date, as such date may be extended. If Borrower elects to reduce the Commitment as provided in Section 1.1 (c), the unused Commitment fee shall be reduced to .30% of the unused Commitment as of the date of such reduction.

The Bank shall provide written notice to the Borrower of amount due pursuant to this subsection at least 5 business days in advance of each payment date.

In the event that the Borrower's long-term rating for the Senior Debt for the Project Area is reduced below BBB+ by Standard & Poor's Rating Service or BBB+/Baa1/BBB+ by any two of Standard & Poor's Rating Service, Moody's Investor Service or Fitch Ratings, respectively, the unused commitment fee will be calculated at .40% per annum; provided, however, the Borrower shall have the right to obtain from the abovereferenced rating agencies, a rating with respect to the Pledged Revenues, which if rated BBB+ by Standard & Poor's Rating Service or BBB+/Baa1/BBB+ by any two of such rating agencies shall restore the unused Commitment fee to .30% per annum. (c) Waiver Fee. If the Bank, at its discretion, agrees to waive or amend any terms of this Agreement, the Borrower will, at the Bank's option, pay the Bank a fee for each waiver or amendment in an amount advised by the Bank at the time the Borrower requests the waiver or amendment for Bank's reasonable legal and administrative costs in processing such waiver or amendment. Nothing in this paragraph shall imply that the Bank is obligated to agree to any waiver or amendment requested by the Borrower. The Bank may impose additional requirements as a condition to any waiver or amendment. (d) Late Fee. To the extent permitted by Jaw, the Borrower agrees to pay a late fee in an amount not to exceed four percent (4%) of any payment that is more than -9- 5/13/08

5.P.d
Packet Pg. 445 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) five (5) days late. The imposition and payment of a late fee shall not constitute a waiver of the Bank's rights with respect to the default.

3.2 Expenses. In connection with the negotiation, execution and delivery of this Agreement, the Borrower shall pay to Kathleen Johnson, Esq., counsel for the Bank, $ __ .

The Borrower shall also pay (a) all reasonable out-of-pocket expenses of the Bank, including reasonable fees and expenses of counsel retained by the Bank in connection with any waiver or consent hereunder or any amendment hereof or thereof, {b) if any Event of Default occurs or an event which with the passage of time, the giving of notice or both would constitute an Event of Default, all out-of-pocket expenses incurred by the Bank, including the fees and disbursements of counsel and experts retained by the Bank in connection with such event and collection and other enforcement proceedings resulting therefrom and (c) all costs associated with any performance of, or any payment made under, this Agreement, or any amendment hereto.

4. SECURITY FOR THE LINE OF CREDIT

4.1 Pledge of Revenues. The Borrower's obligation to make payments pursuant to the Line of Credit established pursuant to this Agreement is a special limited obligation of the Borrower payable from and secured solely by a pledge of and security interest in and to all of the Pledged Revenues, subordinate only to the first priority pledge of the tax increment revenues from the Project Area to secure the Senior Debt outstanding as of the date of this Agreement and any Senior Parity Debt issued pursuant to the terms of the Senior Indenture.

Pursuant to Section 33671.5 of the Redevelopment Law, the pledge of the Pledged Revenues hereunder and the lien thereon shall be subject in all respects to the prior liens, claim and charge thereon of any Senior Debt now or hereafter issued or refunded in accordance with the terms hereof. The Bank acknowledges that to the extent Pledged Revenues constitute Tax Revenues, such monies are only available to the extent such Tax Revenues are released as surplus from the Special Fund established pursuant to the Senior Indenture. Except for the Pledged Revenues, no other funds or properties of the Borrower shall be pledged to or otherwise liable for payments with respect to the Line of Credit. The Borrower shall allocate Pledged Revenues FIRST, to the payment of the principal and interest or other payments then due with respect to the existing Senior Debt and Senior Parity Debt, SECOND, to the payment of the principal and interest or other payments then due with respect to the Line of Credit and any Subordinate Parity Debt on a pari passu basis, and, only after all principal and interest then due with respect to the Senior Debt and Senior Parity Debt, the Line of Credit and Subordinate Parity Debt have been paid, then to the payment of administrative expenses and other obligations of the Borrower. The pledge and allocation of Pledged Revenues hereunder is for the exclusive benefit of the Bank and shall be irrevocable until all principal, interest and other sums owed by the Borrower to the Bank have been paid in full.

4.2 Defined Terms.

For purposes of this Agreement, unless otherwise defined in this Agreement, the following terms shall have the following meanings:
"Low and Moderate Income Housing Fund" means the Low and Moderate Income Housing Fund maintained by the Borrower in accordance with Section 33334.3 of the Redevelopment Law.
-10-
5/13/08

5.P.d
Packet Pg. 446 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) "Low and Moderate Income Housing Tax Revenues" means the portion of Tax Revenues derived from the Redevelopment Plan required by Section 33334.2, 33334.3 and 33334.6 of the Redevelopment Law to be deposited in the Low and Moderate Income Housing Fund.
"Pledged Revenues" means that portion of Low and Moderate Income Housing Tax Revenues derived from the Redevelopment Plan received by the Agency with respect to the Project Area, and, with respect to any portion thereof comprising Tax Revenues, subject to the prior lien of the Senior Debt.
""Redevelopment Law" means the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code, and the acts amendatory thereof and supplemental thereto.
"Redevelopment Plan" means the Redevelopment Plan for the project designated as the "Santa Monica Earthquake Recovery Redevelopment Project", approved by Ordinance No. 1747 of the City Council of the City of Santa Monica, adopted on June 21, 1994, together with any amendments thereof heretofore or hereafter duly enacted pursuant to the Redevelopment Law.
"Senior Debt" means the Borrower's $49,945,000 2006 Tax Allocation Refunding Bonds, Series A and the Borrower's $14,775,000 2006 Taxable Tax Allocation Refunding Bonds, Series B, to the extent such obligations are outstanding as of the date of this Agreement and any other obligations under the Senior Indenture with respect thereto which are secured thereunder by the Tax Revenues, and any debt issued on a parity therewith in accordance with the provisions of the Senior Indenture or any refunding thereof.
"Senior Indenture" means the Indenture of Trust dated as of April 1, 2006 between the Borrower and Union Bank of California, N.A., as trustee (the 'Trustee"), and the First Supplement to Indenture of Trust dated as of April 1, 2006 between the Borrower and the Trustee or, in the event the Senior Indenture is defeased, the instrument pursuant to which the Special Fund (as defined in the Senior Indenture for Senior Debt is maintained. "Subordinate Parity Debt" means any obligation of the Borrower payable from and secured by a lien on the Pledged Revenues on a parity herewith. "Tax Revenues" shall have the meaning set forth in the Senior Indenture.

5. DISBURSEMENTS. PAYMENTS AND COSTS

5.1 Disbursements and Payments.
(a) Each payment by the Borrower will be made at the Bank's banking center (or other location) selected by the Bank from time to time; and will be made in immediately available funds, or such other type of funds selected by the Bank. -11- 5/13108

5.P.d
Packet Pg. 447 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) (b) Each request for an Advance shall be made in writing in the form of the requisition attached hereto as Exhibit "A" (an "Advance Request") signed by an individual identified in a certificate delivered to the Bank specifying the authorized representatives of the Borrower (each an "Authorized Representative"). Each disbursement by the Bank and each payment by the Borrower will be evidenced by records kept by the Bank. In addition, the Bank may, if required by any statute or regulation applicable to all national banks or a class of all national banks, require the Borrower to sign one or more promissory notes with terms consistent with this Agreement.

5.2 Telephone and Telefax Authorization for LIBOR-Based and IBOR-Based Portions.
(a) In connection with the expiration of any LIBOR-based or IBOR-based Portion and the selection by the Borrower of the interest rate that will apply to such Portion following expiration, the Bank may honor telephone or telefax instructions for advances or repayments or for the designation of LIBOR-based or IBOR-based interests given, or purported to be given, by an Authorized Representative, or any other individual designated by any one of such authorized signers. Each request shall be confirmed in writing and shall confirm the information for the Advance required by Section 5.2(b ). (b) Any request for an Advance, including the initial Advance under this Agreement, received by Noon on a business day will be funded by the Bank by 11:00 a.m. on (i) the third Business Day thereafter if such Advance will bear interest at the LIBOR Rate or (ii) on the next succeeding Business Day if such Advance will bear interest at the Prime Rate or the IBOR Rate. Each Advance Request given pursuant to Section 5.1 and each instruction regarding the rollover of LIBOR-based or IBOR-based Portions must include the Borrower's election of the interest rate to apply to such Advance or LIBOR-based or IBOR-based Portion, but if no election is made, the Advance or LIBOR-based or IBOR-based Portion will bear interest at a rate based on the Prime Rate until another interest rate election is made by the Borrower. If the Borrower selects an interest rate based on the LIBOR Rate, the request for Advance must be made no later than the date the Borrower must make its interest rate election under Section 2.2(d).
(c) Advances will be deposited in the account designated to the Bank by the Borrower in writing.
(d) The Borrower will indemnify and hold the Bank harmless from all liability, loss, and costs in connection with any act resulting from telephone or telefax instructions the Bank reasonably believes are made by any individual authorized by the Borrower to give such instructions. This paragraph will survive this Agreement's termination, and will benefit the Bank and its officers, employees, and agents. (e) In connection with each Advance, the Borrower shall certify to the Bank that the amount of the Advance requested plus all amounts then outstanding under the Line of Credit are equal to or less than the Annual Principal Cap set forth in the certificate of Borrower delivered pursuant to Section 8.2(d) on the immediately preceding -12- 5/13/08

5.P.d
Packet Pg. 448 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) March 15
' or as then certified in accordance with Section 8.2(d) and accompanied by the most recent information available as described in Section 8.2(a).

5.3 Banking Days. Unless otherwise provided in this Agreement, a banking day is a day other than a Saturday, Sunday or other day on which commercial banks are authorized to close, or are in fact closed, in the state where the Bank's lending office is located, and, if such day relates to amounts bearing interest at an offshore rate (if any), means any such day on which dealings in dollar deposits are conducted among banks in the offshore dollar interbank market. All payments and disbursements which would be due on a day which is not a banking day will be due on the next banking day. All payments received on a day which is not a banking day will be applied to the credit on the next banking day.

5.4 Taxes.
(a) Taxes. Any and all payment to the Bank by the Borrower hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges, withholdings or liabilities imposed thereon, excluding, however, taxes imposed thereon or measured by the net income or capital of the Bank by any jurisdiction or any political subdivision or taxing authority thereof or therein solely as a result of a connection between the Bank and such jurisdiction or political subdivision (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or in respect of any sum payable hereunder to the Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5.4 ), the Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the Borrower shall make any payment under this Section 5.4 to or for the benefit of the Bank with respect to Taxes and if the Bank shall claim any credit or deduction for such Taxes against any other taxes payable by the Bank to any taxing jurisdiction in the United States then the Bank shall pay to the Borrower an amount equal to the amount by which such other taxes are actually reduced; provided that the aggregate amount payable by the Bank pursuant to this sentence shall not exceed the aggregate amount previously paid by the Bank pursuant to this sentence shall not exceed the aggregate amount previously paid by the Borrower with respect to such Taxes. In addition, the Borrower agrees to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America or the State of New York from any payment made hereunder or from the execution or delivery or otherwise with respect to this Agreement (hereinafter referred to as "Other Taxes"). The Bank shall provide to the Borrower within a reasonable time a copy of any written notification it receives with respect to Other Taxes owing by the Borrower to the Bank hereunder provided that the Bank's failure to send such notice shall not relieve the Borrower of its obligation to pay such amounts hereunder. (b) Indemnity. The Borrower shall, to the fullest extent permitted by law, indemnify the Bank for the full amount of Taxes and Other Taxes including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 5.4 paid -13-
5/13/08

5.P.d
Packet Pg. 449 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) by the Bank or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted; provided that the Borrower shall not be obligated to indemnify the Bank for any penalties, interest or expenses relating to Taxes or Other Taxes arising from the Bank's gross negligence or willful misconduct. The Bank agrees to give notice to the Borrower of the assertion of any claim against the Bank relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided that the Bank's failure to notify the Borrower promptly of such assertion shall not relieve the Borrower of its obligation under this Section 5.4. Payments by the Borrower pursuant to this indemnification shall be made within thirty (30) days from the date the Bank makes written demand thereof. The Bank agrees to repay to the Borrower any refund (including that portion of any interest that was included as part of such refund) with respect to Taxes or Other Taxes paid by the Borrower pursuant to this Section 5.4 received by the Bank for Taxes or Other Taxes that were paid by the Borrower pursuant to this Section

5.4 and to contest, with the cooperation and at the expense of the Borrower, any such Taxes or Other Taxes which the Bank or the Borrower reasonably believes not to have been proper assessed.
(c) Notice. Within thirty (30) days after the date of any payment of Taxes by the Borrower, the Borrower shall furnish to the Bank, the original or a certified copy of a receipt evidencing payment thereof.
(d) Survival of Obligations. The obligations of the Borrower under this Section 5.4 shall survive the termination of this Agreement.

5.5 Additional Costs
(a) If the Bank shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in the interpretation or administration thereof by any court, central bank or other administrative or governmental authority (in each case, whether or not having the force of law), or compliance by the Bank with any request or directive of any such court, central bank or other administrative or governmental authority (whether or not having the force of law), shall (A) change the basis of taxation of payments to the Bank of any amounts payable hereunder (except for taxes on the overall net income of the Bank), (B) impose, modify or deem applicable any reserve, special deposit or similar requirement against making or maintaining its obligations under this Agreement or assets held by, or deposit with or for the account of, the Bank or (C) impose on the Bank any other condition regarding this Agreement, and the result of any event referred to in clause (A), (B) or (C) above shall be to increase the cost to the Bank of making or maintaining its obligations hereunder, or to reduce the amount of any sum received or receivable by the Bank hereunder, then, the Borrower shall pay to the Bank, at such time and in such amount as is set forth in paragraph (c) of this Section 5.5, such additional amount or amounts as will compensate the Bank for such increased costs or reductions in amount.
(b) If the Bank shall have determined that the adoption or implementation of, or any change in, any law, rule or regulation, or any policy, guideline or directive of, or any change in the interpretation or administration thereof, by, any court, central bank or other administrative or governmental authority, or compliance by the Bank with any -14- 5/13/08

5.P.d
Packet Pg. 450 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) directive of or compliance by the Bank with any directive of or guidance from any central bank or other authority (in each case, whether or not having the force of law), shall impose, modify or deem applicable any capital adequacy or similar requirement (including, without limitation, a request or requirement that affects the manner in which the Bank allocates capital resources to its commitments, including its obligations under lines of credit) that either (A) affects or would affect the amount of capital to be maintained by the Bank or (B) reduces or would reduce the rate of return on the Bank's capital to a level below that which the Bank could have achieved but for such circumstances (taking into consideration the Bank's policies with respect to capital adequacy) then, the Borrower shall pay to the Bank, at such time and in such amount as is set forth in paragraph {c) of this Section, such additional amount or amounts as will compensate the Bank for such cost of maintaining such increased capital or such reduction the rate of return on the Bank's capital.
(c) All payments of amounts referred to in paragraphs (a) and (b) of this Section shall be due and payable thirty (30) days following the Borrower's receipt of notice thereof. Interest on the sums due as described in paragraphs (a) and (b) of this Section, and in the preceding sentence, shall begin to accrue from the date when the payments were first due and shall otherwise be payable in accordance with Section 1.6 hereof; provided, that from and after the required date of payment, interest shall begin to accrue on such obligations at a rate per annum equal to the Default Rate until such delinquent payments have been paid in full. A certificate as to such increased cost, increased capital or reduction in return incurred by the Bank as a result of any event mentioned in paragraphs (a) or {b) of this Section setting forth, in reasonable detail, the basis for calculation and the amount of such calculation shall be submitted by the Bank to the Borrower and shall be conclusive (absent manifest error) as to the amount thereof.

In making the determinations contemplated by the above referenced certificate, the Bank may make such reasonable estimates, assumptions, allocations and the like that the Bank in good faith determines to be appropriate. Notwithstanding anything contained in paragraphs (a) or (b) of this Section, above, the Borrower shall have no liability to the Bank for any increased costs, increased capital or reduction in return to the extent incurred by the Bank more than sixty (60) days prior to the date the above-described certificate is given to the Borrower.
(d) Notwithstanding the foregoing, on any date following receipt of notice pursuant to subsection (c) above, the Borrower shall have the right to repay all amounts outstanding, including accrued interest to the date of repayment, on the Line of Credit upon 10 days' notice to the Bank, without penalty other than any prepayment fee due pursuant to Section 2.2(f) or 2.3(e) above and without further liability for any Additional Costs identified in subsections (a) and (b) above.

5.6 Interest Calculation. Except as otherwise stated in this Agreement, all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed. This calculation results in more interest or a higher fee than if a 365-day year is used.

Installments of principal which are not paid when due under this Agreement shall continue to bear interest until paid.

5.7 Default Rate.
-15-
5/13/08

5.P.d
Packet Pg. 451 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) (a) Borrower Defaults. Upon the occurrence of any default under this Agreement, principal amounts outstanding under this Agreement will at the option of the Bank bear interest at a rate which is 2.0 percentage point(s) higher than the rate of interest otherwise provided under this Agreement; provided, that such rate shall not exceed 12% per annum or the maximum rate then permitted by applicable law.
(b) The Bank's election to apply the default rate as provided in this Section 5. 7 will not constitute a waiver of any default.

6. CONDITIONS
The Bank must receive the following items, in form and content acceptable to the Bank, before it is required to extend any credit to the Borrower under this Agreement:

6.1 Authorizations. Evidence that the execution, delivery and performance by the Borrower of this Agreement and any instrument or agreement required under this Agreement has been duly authorized.

6.2 Documents. Fully executed and, where required, acknowledged copies of this Agreement.

6.3 Legal Opinions. Written opinions from bond counsel and the Borrower's legal counsel, covering such matters as the Bank may require, including without limitation an opinion that the Borrower is authorized under California law to enter into this loan agreement, that this agreement is enforceable against the Borrower in accordance with its terms. The legal counsel and the terms of the opinion must be acceptable to the Bank.

6.4 Payment of Fees. Payment of all accrued and unpaid expenses incurred by the Bank as required by Section 3.3 entitled "Reimbursement of Closing Costs."

6.5 Resolution of Board. Copies of resolutions of the Governing Board of the Borrower, certified as of the execution date by the Secretary of the Board, authorizing, among other things, the execution, delivery and performance by the Borrower of this Agreement.

6.6 Authoritv; Incumbency. A certificate of an authorized representative of the Borrower dated the execution date certifying as to the authority, incumbency and specimen signatures of the representative of the Borrower authorized to sign this Agreement and any other documents to be delivered by it hereunder and who will be authorized to represent the Borrower in connection with this Agreement, upon which the Bank may rely until it receives a new such certificate.

6. 7 Governmental Approvals. Except for state "blue sky" laws, true and correct copies of any and all governmental approvals necessary for the Borrower to enter into this Agreement and such approvals necessary at the Closing Date for the transactions contemplated thereby and hereby, or if no governmental approvals are required, a certificate of an Authorized Representative of the Borrower to the effect that no such approvals are necessary.

6.8 Financial Statements and Other Information. Borrower's most recent audited financial statements, fiscal consultant reports, analysis of composition of redevelopment project areas, values and collection trends and any other financial information reasonably requested by -16-
5/13/08

5.P.d
Packet Pg. 452 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) Bank.

6.9 Additional Bonds Test. Documents for Senior Debt, and any other debt of Borrower that is senior to or on a parity with this Agreement confirming that execution, delivery and performance of Borrower's obligations under this Agreement will not constitute a default under any such documents.

7. REPRESENTATIONS AND WARRANTIES
When the Borrower signs this Agreement, and until the Bank is repaid in full, the Borrower makes the following representations and warranties. Each request for an Advance constitutes a renewal of these representations and warranties as of the date of the request:

7.1 Legal Status. Borrower is a redevelopment agency and public body corporate and politic, duly and validly created under Part 1 of Division 24 of the California Health and Safety Code (the "Law") and has all requisite power and authority to carry on its business as now conducted.

7.2 Authorization. This Agreement, and any instrument or agreement required hereunder, are within the Borrower's powers, have been duly authorized, and do not conflict with any of its organizational papers.

7.3 Business Operations. The Borrower has all powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

7.4 Approvals. No further approval, authorization, consent, order, notice to or filing or registration with any governmental authority or any public board or body (other than in connection or in compliance with the provisions of the securities or "blue sky" laws of any jurisdiction which were not required on or prior to the Closing Date) is legally required with respect to the Borrower's obligations under this Agreement.

7.5 Disclosure of Information. The statements and information provided to the Bank in connection with this Agreement which consists solely of the materials identified on Exhibit E hereto, are accurate in all material respects as of the date of such materials, except as otherwise disclosed to the Bank in writing.

7.6 Enforceable Agreement. Subject to fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against redevelopment agencies in the State of California, this Agreement is a legal, valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms, and any instrument or agreement required hereunder, when executed and delivered, will be similarly legal, valid, binding and enforceable.

7.7 No Conflicts. This Agreement does not conflict with any law, agreement, or obligation by which the Borrower is bound, including without limitation any provisions of the loan agreements, indentures or fiscal agent agreements relating to the Senior Debt.

7.8 Financial Information. To the actual knowledge of the Borrower, all financial and other information that has been supplied to the Bank is sufficiently complete to give the Bank -17-
5/13/08

5.P.d
Packet Pg. 453 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) accurate knowledge of the Borrower's financial condition, including all material contingent liabilities which could have a Material Adverse Effect. Since the date of the most recent financial statement provided to the Bank, there has been no Material Adverse Change in the business condition (financial or otherwise), operations, properties or prospects of the Borrower.

7.9 Lawsuits. There is no lawsuit, tax claim or other dispute pending or threatened against the Borrower which, if lost, would have a Material Adverse Effect, except as have been disclosed in writing to the Bank.

7.10 Other Obligations. The Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation, except as have been disclosed in writing to the Bank.

7.11 No Event of Default. There is no event which is, or with notice or lapse of time or both would be, a default under this Agreement.

7.12 Location of Borrower. The Borrower's place of business (or, if the Bqrrower has more than one place of business, its chief executive office) is located at the address listed under the Borrower's signature on this Agreement.

7.13 Changes in Law. To the best of the Borrower's knowledge, there is not pending any change of law, which, if enacted or adopted, could have a Material Adverse Effect on the Borrower's ability to perform its obligations under this Agreement.

7.14 Immunity from Jurisdiction. Borrower is not entitled under California law to claim immunity on sovereign or other similar grounds with respect to itself in relation to this Agreement or the Pledged Revenues from (i) suit, (ii) jurisdiction of any court, or (iii) relief by way of injunction, order for specific performance or order for recovery of property; provided, that no representation is made with respect to the waiver of immunity under the XI Amendment of the United States Constitution; and provided further, that any claim made hereunder shall be made in accordance with and pursuant to the procedures provided by the laws of the State of California.

7.15 Redevelopment Plan. The Redevelopment Plan has been duly authorized and adopted by the Borrower, remains in full force and effect and, except as disclosed to the Bank in writing, has not been amended, superseded or replaced. The Borrower is permitted to enter into this Agreement by the terms of the Redevelopment Plan.

8. COVENANTS
The Borrower agrees, so long as credit is available under this Agreement and until the Bank is repaid in full:

8.1 Use of Proceeds. To use the proceeds of the Line of Credit only for the purposes permitted by Section 1.1.

8.2 Financial Information. To provide the following financial information and statements in form and content acceptable to the Bank, and such additional information as requested by the Bank from time to time:
-18- 5/13/08

5.P.d
Packet Pg. 454 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) (a) By March 1 of each year, commencing with March 1, 2009, an annual statement of estimated tax increment revenue of the Borrower for the current fiscal year based on information provided by the County tax collector, certified and dated by an authorized financial officer of the Borrower and a statement of actual tax increment revenues for the preceding fiscal year.
(b) Within 180 days after the Borrower's fiscal year end, commencing with the fiscal year ended June 30, 2007, the Borrower's annual financial statements, certified and dated by an authorized financial officer of the Borrower. These financial statements must be audited (with an unqualified opinion) by a firm of independent certified public accountants of recognized national or regional standing. (c) By March 1 of each year, commencing with March 1, 2009, the Annual Report and any other disclosure provided by the Borrower pursuant to the Continuing Disclosure Certificate for the current fiscal year with respect to the Borrower's Senior Debt. (d) By March 1 of each year, commencing with March 1, 2009, a certificate of an authorized financial officer that states the Debt Service Coverage Ratio (as defined in Section 8.9) as of March 1 of such year and demonstrates on a pro forma basis for the current and each fiscal year thereafter (taking into account all financial limitations imposed pursuant to the Redevelopment Plan or the Redevelopment Law and other factors which would cause a reduction in Pledged Revenues in any future year) the maximum amount of Advances that may be outstanding during such period in order for Borrower to maintain a Debt Service Coverage Ratio of at least 1.25: 1 (the "Annual Principal Cap").
(e) Within the periods provided in (a), (b), (c) and (d) above, a compliance certificate of the Borrower signed by an authorized financial officer of the Borrower setting forth whether there existed as of the date of such statements and whether there exists as of the date of the certificate, any default under this Agreement and, if any such default exists, specifying the nature thereof and the action the Borrower is taking and proposes to take with respect thereto.
(f) Any official statement or similar disclosure document circulated by the Borrower in connection with the offering of any bonds, notes or other evidence of indebtedness of the Project Area, or issued by or on behalf of, the Borrower. (g) The Borrower shall give prompt notice in writing to the Bank of any litigation or administrative proceeding which may have a Material Adverse Effect, and shall in all events give prompt notice of any such litigation or proceeding involving a claim in excess of $5,000,000.
(h) Such other information regarding the business, affairs and condition of the Borrower as the Bank may from time to time reasonably request.

8.3 Books and Records. To maintain adequate books and records.

8.4 Inspection Rights. The Borrower shall, at any reasonable time and from time to time, upon reasonable notice, permit the Bank or any agents or representatives thereof, at the Bank's expense, to examine and make copies of the records and books of account related to -19-
5/13/08

5.P.d
Packet Pg. 455 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) the transactions contemplated by this Agreement, to visit its properties and to discuss its affairs, finances and accounts with any of its officers and independent accountants. The Borrower will not unreasonably withhold its authorization for its independent accountants to discuss its affairs, finances and accounts with the Bank.

8.5 Compliance with Laws. To comply with the laws, regulations and orders of any government body with authority over the Borrower's business or activities.

8.6 Maintenance of Approvals. Etc. The Borrower shall at all times maintain in effect, renew and comply with all the terms and conditions of all approvals and authorizations as may be necessary or appropriate under any applicable law or regulation for its execution, delivery and performance of this Agreement.

8.7 Cooperation. To take any action reasonably requested by the Bank to carry out the intent of this Agreement.

8.8 Payment of Obligations. The Borrower will pay and discharge all of its obligations and liabilities when due.

8.9 Additional Debt; Against Encumbrances. ·
(a) The Borrower covenants and agrees that it will not issue any additional Senior Debt payable from Pledged Revenues unless prior to issuing such Senior Debt, Borrower delivers to the Bank a certificate of an authorized financial officer that demonstrates on a pro forma basis for the current fiscal year and each fiscal year during the proposed term thereof (taking into account all financial limitations imposed pursuant to the Redevelopment Plan or the Redevelopment Law and other factors which would cause a reduction in Pledged Revenues in any future year) that the Debt Service Coverage Ratio calculated as if such additional Senior Debt were issued and outstanding during such term is at least 1.25:1.
(b) The Borrower covenants and agrees that it will not issue or enter into any Subordinate Parity Debt payable from the Pledged Revenues unless prior to issuing such Subordinate Parity Debt, Borrower delivers to the Bank a certificate of an authorized financial officer that demonstrates on a pro forma basis for the current fiscal year and each fiscal year during the proposed term thereof (taking into account all financial limitations imposed pursuant to the Redevelopment Plan or the Redevelopment Law and other factors which would cause a reduction in Pledged Revenues in any future year) that the Debt Service Coverage Ratio as if such additional obligations were issued and outstanding during such term is at least 1.25:1.
"Debt Service Coverage Ratio" means the total amount of Pledged Revenues for the period divided by Required Payments for the same period.

The term "Required Payments" means, for any period of calculation, the sum of:
(1) principal and interest due with respect to any outstanding Term Loans, assuming interest calculated at (i) for any Term Loans that bear interest at a fixed rate, the fixed rate then applicable to such Term Loans or (ii) for Term Loans that bear interest at variable rates, 30-day LIBOR Rate currently in effect plus 4.25% or for Term -20- 5/13/08

5.P.d
Packet Pg. 456 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) Loans bearing interest at a tax-exempt rate, 62.347% of the 30-day LIBOR Rate currently in effect plus 4.91 %,
(2) principal and interest on any principal outstanding under the Line of Credit that has not been converted to a Term Loan, assuming a 15-year amortization from the date of calculation and equal semiannual payments of principal and interest calculated at the 30-day LIBOR Rate currently in effect plus 4.25% or for principal bearing interest at a tax-exempt rate, 62.347% of the 30-day LIBOR Rate currently in effect plus 4.47%, (3) the interest accrued during such period on all outstanding Senior Debt secured by Pledged Revenues and Subordinate Parity Debt (collectively, the "Other Project Area Debt") during such period, assuming that all outstanding serial Other Project Area Debt is retired as scheduled and that all outstanding term Other Project Area Debt is prepaid or paid from sinking fund payments as scheduled (except to the extent that such interest is capitalized),
(4) those portions of the principal amount of all outstanding serial Other Project Area Debt maturing in such period or the next succeeding period, (5) those portions of the principal amount of all outstanding term Other Project Area Debt required to be prepaid or paid in such period or the next succeeding period, and
(6) those portions of payments under any subordinate obligations of the Borrower secured by Pledged Revenues, but subordinate to the Borrower's obligations hereunder and under any Subordinate Parity Debt (exclusive of the Borrower's obligation to fund the Low and Moderate Income Housing Fund) ("Subordinate Debt") required to be made during such period, or the next succeeding period, in each case accruing during such period and computed as if such Subordinate Debt was deemed to accrue daily during such period in equal amounts (except to the extent the interest evidenced and represented thereby is capitalized);
but less the earnings to be derived from the investment of moneys on deposit in debt service reserve funds established for any Other Project Area Debt or Subordinate Debt; provided that, as to any such Other Project Area Debt bearing or comprising interest at other than a fixed rate, the rate of interest used to calculate Required Payments shall, for all purposes be assumed to bear interest at 30-day LIBOR currently in effect plus 4.25%; and
provided, further, that if any series or issue of such Other Project Area Debt has twentyfive percent (25%) or more of the aggregate principal amount of such series or issue due in any one year, Required Payments shall be determined for the period of determination as if the principal of and interest on such series or issue of such Other Project Area Debt were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of fifteen (15) years from the date of calculation; and provided, further, that, as to any such Other Project Area Debt or portions thereof bearing no interest but which are sold at a discount and which discount accretes with -21- 5/13/08

5.P.d
Packet Pg. 457 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) respect to such Other Project Area Debt or portions thereof, such accreted discount shall be treated as interest in the calculation of Required Payments; and provided, further, that, if the interest rate with respect to Other Project Area Debt has been effectively fixed pursuant to an interest rate swap or other derivative agreement, the interest rate on such Other Project Area Debt shall be the resulting linked rate or the effective fixed interest rate to be paid by the Borrower in connection with the interest rate swap or derivative agreement; and
provided, further, that the amount on deposit in a debt service reserve fund on any date of calculation of Required Payments shall be deducted from the amount of principal due at the final maturity of the Other Project Area Debt for which such debt service reserve fund was established and to the extent the amount in such debt service reserve fund is in excess of such amount of principal, such excess shall be applied to the full amount of principal due, in each preceding year, in descending order, until such amount is exhausted.

8.10 Payments of Taxes and Other Charges. The Borrower will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Borrower or the properties then owned by the Borrower in the Earthquake Recovery Redevelopment Project Area, or upon the revenues therefrom, when the same shall become due. Nothing contained in this Agreement shall require the Borrower to make any such payment so long as the Borrower in good faith shall contest the validity of said taxes, assessments or charges. The Borrower will duly observe and confomn with all valid requirements of any governmental authority relative to the Redevelopment Plan, the projects undertaken pursuant to the Redevelopment Plan (collectively, the "Redevelopment Project") or any part thereof.

8.11 Taxation of Leased Property. Whenever any property in the Project Area has been redeveloped and thereafter is leased by the Borrower to any person or persons, or whenever the Borrower leases real property in the Project Area to any person or persons for redevelopment, the Borrower will provide Los Angeles County with the information and cooperation needed to establish a possessory interest in property leased by the Borrower as provided in Section 33673.1 of the Redevelopment Law.

8.12 Tax Revenues. The Borrower shall comply with all requirements of the Law to ensure the allocation and payment to it of the Pledged Tax Revenues including, without limitation, the timely filing of any necessary statements of indebtedness with appropriate officials of the County of Los Angeles.

8.13 Amendment of Redevelopment Plan. The Borrower shall not amend the Redevelopment Plan, or enter into any agreement with the County of Los Angeles or any other governmental unit, which would have the effect of materially reducing the amount of Pledged Tax Revenues available to the Borrower for payment of the principal and interest with respect to the Line of Credit, unless the Borrower delivers a certificate of an authorized financial officer to the effect that, following such amendment, the Debt Service Coverage Ratio shall be at least

1.25:1 throughout the Availability Period and the Term-Out Period. -22- 5/13/08

5.P.d
Packet Pg. 458 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS))

9. DEFAULT
If any of the following events (each an "Event of Default") occurs, the Bank may do one or more of the following: declare the Borrower in default, stop making any Advances available to the Borrower, and require the Borrower to repay its entire debt immediately and without prior notice. If an event of default occurs under the paragraph entitled "Bankruptcy," below, with respect to the Borrower, then the entire debt outstanding under this Agreement will automatically be due immediately.

9.1 Failure to Pay. Any principal or interest owed to the Bank under this Agreement shall not be paid when due and shall remain unpaid for five (5) business days after written notice of such failure has been given to the Borrower, or the Borrower fails to pay any amount owing under Section 3.1 within fifteen (15) after the date when due.

9.2 False Information. Any representation or warranty made by or on behalf of the Borrower under this Agreement or in any certificate or statement of the Borrower delivered pursuant to Section 6 shall be incorrect or untrue in any materiaLrespect when made or deemed to have been made.

9.3 Bankruotcv. The Borrower files a bankruptcy petition, a bankruptcy petition is filed against the Borrower or the Borrower makes a general assignment for the benefit of creditors. The default will be deemed cured if any bankruptcy petition filed against the Borrower is dismissed within a period of 60 days after the filing; provided, however, that the Bank will not be obligated to extend any additional credit to the Borrower during that period; and provided further that such cure opportunity will be terminated upon the entry of an order for relief in any bankruptcy case arising from such a petition.

9.4 Receivers. A receiver or similar official is appointed for a substantial portion of the Borrower's business, or the business is terminated.

9.5 Judgments. Any uninsured judgments or arbitration awards are entered against the Borrower, or the Borrower enters into any settlement agreements with respect to any litigation or arbitration, in an aggregate amount of Five Million Dollars ($5,000,000) or more and any such judgment or award shall not have been satisfied, stayed or bonded pending appeal within a period of sixty (60) days from the date it was required to be paid.

9.6 Material Adverse Change. A Material Adverse Change occurs.

9. 7 Cross-default. Any default occurs under any agreement in connection with any other credit which Borrower has obtained from Bank, or which Borrower has obtained from anyone else, or which Borrower has guaranteed and any cure period with respect to such default has expired.

9.8 Lien Priority. The Bank fails to have an enforceable first lien (subject to Senior Debt, Subordinate Parity Debt and any prior liens to which the Bank has consented in writing) on or security interest in any property given as security for this Agreement (or any guaranty).

9.9 Other Breach under Agreement. The Borrower fails to meet the conditions of, or fails to perform any obligation under, any term of this Agreement not specifically referred to in this Article. This includes any failure or anticipated failure by the Borrower to comply with any -23- 5/13/08

5.P.d
Packet Pg. 459 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) financial covenants set forth in this Agreement, whether such failure is evidenced by financial statements delivered to the Bank or is otherwise known to the Borrower. If, in the Bank's opinion, the breach is capable of being remedied, the breach will not be considered an event of default under this Agreement for a period of thirty (30) days after the date on which the Bank gives written notice of the breach to the Borrower, which period may be extended to ninety (90) days if Borrower demonstrates to the Bank that it is diligently pursuing a cure; provided, however, that the Bank will not be obligated to extend any additional credit to the Borrower during that period.

10. ENFORCING THIS AGREEMENT: MISCELLANEOUS

10.1 GAAP. Except as otherwise stated in this Agreement, all financial information provided to the Bank and all financial covenants will be made under generally accepted accounting principles, consistently applied.

10.2 Successors and Assigns. This Agreement is binding on the Borrower's and the Bank's successors and assignees. The Borrower agrees that it may not assign this Agreement without the Bank's prior consent. The Bank may sell participations in or assign this loan, and may exchange financial information about the Borrower with actual or potential participants or assignees. If participation is sold or the loan is assigned, the purchaser will have the right of set-off against the Borrower. If the Bank delivers any information to a potential participant or assignee other than its loan history with respect to this Agreement or information concerning the Borrower that is publicly available, the Bank shall give the Borrower the opportunity to review and approve such information for accuracy prior to its delivery to the potential participant or assignee.

10.3 Severability; Waivers. If any part of this Agreement is not enforceable, the rest of the Agreement may be enforced. The Bank retains all rights, even if it makes a loan after default. If the Bank waives a default, it may enforce a later default. Any consent or waiver under this Agreement must be in writing.

10.4 Attorneys' Fees. In the event of a lawsuit or arbitration proceeding, the prevailing party is entitled to recover costs and reasonable attorneys' fees incurred in connection with the lawsuit or arbitration proceeding, as determined by the court or arbitrator. In the event that any case is commenced by or against the Borrower under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute, the Bank is entitled to recover costs and reasonable attorneys' fees incurred by the Bank related to the preservation, protection, or enforcement of any rights of the Bank in such a case. As used in this paragraph, "attorneys' fees" includes the allocated costs of the Bank's in-house counsel and the allocated costs of the Borrower's in-house counsel.

10.5 One Agreement. This Agreement and any related security or other agreements required by this Agreement, collectively:
(a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit;
(b) replace any prior oral or written agreements between the Bank and the Borrower concerning this credit; and
-24- 5/13/08

5.P.d
Packet Pg. 460 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) (c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them.

In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.

10.6 Indemnification. In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, the Borrower hereby agrees to indemnify and hold harmless each of the Bank and its respective officers, directors, employees and agents (each an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever (including reasonable attorneys' fees) that an Indemnified Party may incur (or which may be claimed against an Indemnified Party by any person whatsoever) that arises out of the transactions contemplated by this Agreement other than any such claim, damage, losses, liabilities, costs or expenses caused by the gross negligence or willful misconduct of the Bank. This indemnity will survive repayment of the Borrower's obligations to the Bank. All sums due to the Bank hereunder shall be obligations of the Borrower, due and payable immediately without demand.

10.7 Notices. Unless otherwise provided in this Agreement or in another agreement between the Bank and the Borrower, all notices required under this Agreement shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier, to the addresses on the signature page of this Agreement, or sent by facsimile to the fax numbers listed on the signature page, or to such other addresses as the Bank and the Borrower may specify from time to time in writing. Notices and other communications sent by (a) first class mail shall be deemed delivered on the earlier of actual receipt or on the fourth business day after deposit in the U.S. mail, postage prepaid, (b) overnight courier shall be deemed delivered on the next business day, and (c) telecopy shall be deemed delivered when transmitted.

10.8 Headings. Article and paragraph headings are for reference only and shall not affect the interpretation or meaning of any provisions of this Agreement.

10.9 Counterparts. This Agreement may be executed in as many counterparts as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement.
-25- 5/13/08

5.P.d
Packet Pg. 461 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS))

10.10 Transfer; Assignment of Credit Agreement. This Agreement is binding on the Borrower's and the Bank's successors and assignees. The Borrower agrees that it may not assign this Agreement without the Bank's prior consent. If the Bank sells participations in the Line of Credit and this Agreement, it agrees that it will have the exclusive right to service the Line of Credit and the Borrower shall deal solely with the Bank with respect to this Agreement. The parties agree that this Line of Credit will not in any case be securitized.

10.11 Notices. Unless otherwise provided in this Agreement or in another agreement between the Bank and the Borrower, all notices required under this Agreement shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier, to the addresses on the signature page of this Agreement, or sent by facsimile to the fax nurnbers set forth below, or to such other addresses as the Bank and the Borrower rnay specify frorn time to time in writing. Notices and other communications shall be effective (i) if mailed, upon the earlier of receipt or five (5) days after deposit in the U.S. mail, first class, postage prepaid, (ii) if telecopied, when transmitted, or (iii) if hand-delivered, by courier or otherwise (including telegram, lettergram or mailgram), when delivered.

Bank of America
CA9-193-13-17
333 South Hope Street, 131
h Floor
Los Angeles, California 90071
Facsimile: 213-621-3606
Redevelopment Agency of the City
of Santa Monica
1717 Fourth Street, Ste. 250
Santa Monica, California 90401
Attn:

Facsimile: 310-394-0647
With copy to:
-26-
Redevelopment Agency of the City
of Santa Monica
1717 Fourth Street, Ste. 250
Santa Monica, California 90401
Attn: Carol Swindell
Director of Finance
Facsimile: 310-458-8243
5/13/08

5.P.d
Packet Pg. 462 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) This Agreement is executed as of the date stated at the top of the first page.

BANK OF AMERICA, N.A.

By __ ~--~~~~~~------­ Typed Name: Paul F. Sutherlen
Title: Senior Vice President
-27-

REDEVELOPMENT AGENCY OF THE

CITY OF SANTA MONICA
By_·~~--~~--~~~------­
Typed Name: P. Lamont Ewell
Title: Executive Director
5/13/08

5.P.d
Packet Pg. 463 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) EXHIBIT "A"

ADVANCE REQUEST
Bank of America, N.A.

Loan Servicing, California
101 South Marengo Ave, 5th floor
Pasadena, CA 91101
Attention: Linda Escamilla
Or
Telephone No.: (626) 666-8456
Facsimile No.: (626) 666-2241
Michael Towman
Telephone No.: (626) 666-2238
Facsimile No.: (626) 666-2241
With a copy to:

Paul F. Sutherlen
Telephone No.: (213) 621-7134
Facsimile No.: (213) 621-3606/3607
Re: Credit Agreement dated as of May 1, 2008 between the Redevelopment Agency of the City of Santa Monica and Bank of America, N.A.

Ladies and Gentlemen:

The undersigned, Redevelopment Agency of the City of Santa Monica (the "Borrower''), refers to the Credit Agreement, dated as of May 1, 2008 (as amended frorn time to time, the "Agreement"; the terms defined therein being used herein as therein defined}, between the undersigned and Bank of America, N.A. ("Bank"}, and hereby gives you notice, pursuant to Sections 5.1 (b) and 5.2 of the Agreement, that the undersigned hereby desires an Advance under the Credit Agreement as follows:
(i) The date of the Advance is , 200_ [insert a date that is (x) no earlier the third Business Day following the date of this notice if the Advance is to bear interest initially calculated by reference to the LIBOR Rate or (y) no earlier than the next Business Day following the date of this notice if such Advance is to bear interest initially at the Prime Rate or IBOR Rate].
(ii) The principal amount of the Advance is $ [insert an amount not less than $500,000 if the Advance is to bear interest with reference to the L/BOR Rate].
(iii) The Advance shall initially bear interest calculated by reference to [insert one of the following rates: Prime Rate, IBOR Rate or LIBOR Rate]. -28- 5/13/08

5.P.d
Packet Pg. 464 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) (iv) If the Advance is to bear interest initially calculated by reference to the LIBOR Rate, the initial Interest Period is months [insert one of the following: one week, one month, three months or six months. (v). If the Advance is to bear interest initially calculated by reference to the IBOR Rate, the initial Interest Period is months [insert one of the following:
one day, one week, one month, three months or six months.

The Borrower hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Advance before and after giving effect to the requested Advance:
(A} The purpose of this Advance is _____________ _
which constitutes a part of the Project.
(B) All representations and warranties contained in the Agreement and the other related documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof or the date of the Advance, as the case may be; and (C) No Event of Default or event which with the passage of time, the giving of notice, or both, would constitute an Event of Default has occurred and is continuing. (D) The amount of the Advance requested plus all amounts currently outstanding under the Line of Credit are equal to or less than the Annual Principal Cap set forth in the certificate of Borrower delivered pursuant to Section 8.2(d} on the March 15 ' immediately preceding the date of this request.

Very truly yours,

REDEVELOPMENT AGENCY OF THE

CITY OF SANTA MONICA
By: _________ _
Name:. ___________________ __
Title:. ____________________ _
By:. __________ ___
Name: ____________________ __
Title: ____________________ __
-29-
5/13/08

5.P.d
Packet Pg. 465 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) EXHIBIT "8"

REQUEST FOR INCREASE TO COMMITMENT
Bank of America, N.A.

CA9-193-13-17
333 South Hope Street, 13'h Floor
Los Angeles, California 90071
Attention: Paul F. Sutherlen
Telephone No.: (213) 621-7134
Facsimile No.: (213) 621-3606/3607
Re: Credit Agreement dated as of May 1, 2008 between the Redevelopment Agency of the City of Santa Monica and Bank of America, N.A.

Ladies and Gentlemen:

The undersigned, Redevelopment Agency of the City of Santa Monica (the "Borrower"), refers to the Credit Agreement, dated as of May 1, 2008 (as amended from time to time, the "Agreement"; the terms defined therein being used herein as therein defined), between the undersigned and Bank of America, N.A. ("Bank"). Borrower hereby requests that the Commitment be increased to$[ insert amount not to exceed $75,000,000 ].

Borrower has delivered or is delivering with this request Borrower's most recent audited financial statements and monthly cash flow projections for the Borrower for the next succeeding 12-month period. Borrower understands that the Bank may request additional information prior to making a decision regarding this request.

Borrower hereby represents and warrants as follows:
(i) There exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default;
(ii) No Material Adverse Change has occurred with respect to the Borrower; and -30- 5/13/08

5.P.d
Packet Pg. 466 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) (iii) No litigation or governmental action that could have a Material Adverse Effect on the Borrower or any transaction contemplated by the Credit Agreement or the ability of Borrower to perform its obligations under the Credit Agreement has occurred and is continuing.

Very truly yours,

REDEVELOPMENT AGENCY OF THE

CITY OF SANTA MONICA
Nam By: __ e_: ____________________ _
Title: ____________________ _
By: Nam __ e_: ---------------------
Title: ________________ _
-31-
5/13/08

5.P.d
Packet Pg. 467 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) EXHIBIT "C"

FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of --::---:-:-::=-:-:-=-:--:-:-::-:' 200_, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA, a public body corporate and politic (the "Borrower") and BANK OF AMERICA, N.A., a national banking association (the "Bank").

RECITALS

AGREEMENT
For good and valuable consideration, receipt of which is hereby acknowledged, the Borrower, the Authority and the Bank agree as follows:

1. Commitment Amount. Upon the execution of this Amendment and satisfaction of the conditions to the Effective Date set forth below, the Commitment shall be increased to $ , and from and after the Effective Date, all references to the "Commitment" in the Credit Agreement shall mean the Commitment, as increased pursuant to this Amendment.

2. Miscellaneous.
(a) Effective Date. This Amendment shall be effective and the Effective Date shall occur on the date on which all of the following conditions have been satisfied by Borrower or waived by Lender:
(i) Execution of Documents. This Amendment shall be fully executed and delivered to the Bank;
(ii) Additional Loan Fee. Borrower shall have paid an additional loan fee equal to .05% of the amount of the increase to the Commitment; and (ii) Costs and Expenses. Borrower shall have paid all costs and expenses incurred by the Bank in connection with this transaction, including without limitation reasonable attorneys' fees in the amount of$ ___ _
(b) Effect of Amendment. Except as specifically provided herein, all terms and conditions of the Original Credit Agreement remain in full force and effect, without waiver or modification. This Amendment and the Original Credit Agreement shall be read together, as one document.
(c) Representations and Warranties. The Borrower hereby remakes all representations and warranties contained in the Original Credit Agreement and reaffirms all covenants set forth therein. The Borrower further certifies that as of the date of this Amendment:
-32- 5/13/08

5.P.d
Packet Pg. 468 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) (i) There exists no Event of Default as defined in the Original Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default;
(ii) No Material Adverse Change has occurred with respect to the Borrower; and (iii) No litigation or governmental action that could have a Material Adverse Effect on the Borrower or any transaction contemplated by the Original Credit Agreement, as amended by this Amendment, or the ability of Borrower to perform its obligations under the Original Credit Agreement, as amended by this Amendment, has occurred and is continuing.
(d) Successors. This Amendment shall inure to the benefit of the parties hereto and their respective successors and assigns.
(e) Amendments. No modification, waiver, amendment, discharge or change of this Amendment shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver or amendment, discharge or change is or may be sought.
(f) Counterparts. This Amendment may be simultaneously executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.
-33- 5/13/08

5.P.d
Packet Pg. 469 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) IN WITNESS WHEREOF. this Amendment has been executed as of the date first set forth above.
-34-

REDEVELOPMENT AGENCY OF THE

CITY OF SANTA MONICA
By: ____________ _
Name: ___________ __
Title: ___________ _
Nam_e_: By: _________ __
Title: __________ __
BANK OF AMERICA, N.A.

By: N~a_m_e_:~P~a-u 1~F-.S~u~t~he-r1e_n ____ _
Title: Senior Vice President
5/13/08

5.P.d
Packet Pg. 470 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) EXHIBIT "D"

CONVERSION NOTICE
Bank of America, N.A.

Loan Servicing, California
101 South Marengo Ave, 51
h floor
Pasadena, CA 91101
Attention: Linda Escamilla
Or
Telephone No.: (626) 666-8456
Facsimile No.: (626) 666-2241
Michael Towman
Telephone No.: (626) 666-2238
Facsimile No.: (626) 666-2241
With a copy to:

Paul F. Sutherlen
Telephone No.: (213) 621-7134
Facsimile No.: (213) 621-3606/3607
Re: Credit Agreement dated as of May 1, 2008 between the Redevelopment Agency of the City of Santa Monica and Bank of America, N.A.

Ladies and Gentlemen:

The undersigned, Redevelopment Agency of the City of Santa Monica (the "Borrower''), refers to the Credit Agreement, dated as of May 1, 2008 (as amended from time to time, the "Agreement"; the terms defined therein being used herein as therein defined), between the undersigned and Bank of America, N.A. ("Bank"), hereby gives you notice, pursuant to Section

1.5(b)(ii)(C) of the Agreement, that the undersigned desires to convert a portion of the outstanding principal of the Line of Credit to a Term Loan as follows:
(i) The principal amount to be converted is $. ________ _ [[insert an amount equal to at least $5,000, 000].
(ii) The Conversion Date is , 20_jif any of the principal to be converted then bears interest at the LIBOR Rate or the IBOR, the Conversion Date must be the last day of the Interest Period(s) applicable to such Portion(s) or the principal must bear interest at the Prime Rate on the Conversion Date].

Interest Rates:
(a) Borrower hereby requests a quote from the Bank for a tax-exempt interest rate and agrees that if such interest rate is accepted, Borrower will deliver an opinion of bond counsel in form and substance satisfactory to Bank regarding the tax-exempt status of the Term Loan that bears interest at the tax-exempt rate. -35- 5/13/08

5.P.d
Packet Pg. 471 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) OR
{b) The Advance shall initially bear interest calculated by reference to [insert one of the following rates: Prime Rate, IBOR or LIB OR Rate]. (i) If the Advance is to bear interest initially calculated by reference to the LIBOR Rate, the initial Interest Period is months [insert one of the following: one week, one month, three months or six months. (ii) If the Advance is to bear interest initially calculated by reference to the IBOR Rate, the initial Interest Period is months [insert one of the following: one day, one week, one month, three months or six months.

The Borrower hereby certifies that the following statements are true on the date hereof, and will be true as of the Conversion Date:
{A) All representations and warranties contained in the Agreement and the other related documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof or the Conversion Date, as the case may be; and
(B) No Event of Default or event which with the passage of time, the giving of notice, or both, would constitute an Event of Default has occurred and is continuing.

Very truly yours,

REDEVELOPMENT AGENCY OF THE

CITY OF SANTA MONICA
By: _________ _
Name:

Title: ----------
Nam By: __ e_: ____________ _
Title: ______________ _
-36- 5/13/08

5.P.d
Packet Pg. 472 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) EXHIBIT"E"

LIST OF DUE DILIGENCE MATERIALS PROVIDED TO BANK
-37-
5/13/08

5.P.d
Packet Pg. 473 Attachment: SA Attachment D - Credit Agreement (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) June 14, 2023
Redevelopment Agency of the City of Santa Monica
1717 Fourth Street, Ste. 250
Santa Monica, California 90401
Facsimile: 310-394-0647
Redevelopment Agency of the City of Santa Monica
1717 Fourth Street. Ste. 250
Santa Monica, California 90401
Attn: Carol Swindell, Director of Finance
Facsimile: 310-458-8243
Redevelopment Agency of the City of Santa Monica
1685 Main Street
Mail Stop 9
Santa Monica, CA 90401
Office: 310.458.8775
Mobile: 310-425-5983
Ladies and Gentlemen:

We refer to that certain Credit Agreement dated as of May 1, 2008 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Agreement”) by and among, inter alia, you and Bank of America, N.A., as lender (in such capacity, the “Lender”).

We previously communicated to you that the ICE Benchmark Administration, the administrator of the London Interbank Offered Rate (“LIBOR”) and the Financial Conduct Authority (“FCA”) made public statements specifying that, after June 30, 2023, LIBOR would cease to be available, or would cease to be available on a representative basis. This impacts loans and/or other extensions of credit (each a “Loan” and collectively, the “Loans”) denominated in U.S. Dollars (“U.S. Dollar LIBOR”) to the extent such Loans incur interest based on the overnight, one month, three month, six month, and twelve month interest periods for U.S. Dollar LIBOR.

For additional detail, please refer to our Global Benchmark Reform website: https://business.bofa.com/enus/content/benchmark-interest-rate-reform.html.

According to our records, you have not signed and delivered to the Bank an amendment to the Agreement selecting an alternative reference rate to replace U.S. Dollar LIBOR. Based on the terms of the Agreement, on July 3, 2023, any interest rate(s) based on U.S. Dollar LIBOR will transition by operation of law under the Adjustable Interest Rate (LIBOR) Act (“LIBOR Act”), and the implementing rule issued by the Board of Governors of the Federal Reserve System, to a new rate based on SOFR plus a specified spread adjustment; provided, that, to the extent any Loan bearing interest at U.S. Dollar LIBOR set for a specified interest period is outstanding on July 3, 2023, such Loan shall continue to bear interest at such U.S. Dollar LIBOR until the end of the interest period applicable to such Loan before transitioning to the new rate.

As a result of the transition by operation of law pursuant to the LIBOR Act, as of July 3, 2023, any references to “LIBOR Rate” as an optional rate shall be deemed to refer to “Term SOFR,” as defined on Exhibit A, for interest periods specified in the Agreement; provided, that, any interest period with a duration other than of one month, three months, six months, and twelve months shall no longer be available. Pursuant to the LIBOR Act, as of July 3, 2023, the definitions of Term SOFR Daily Floating Rate, Term SOFR (Adjusted Periodically), and Term SOFR, as applicable, in Exhibit A shall be incorporated as benchmark replacement conforming changes into the Agreement by operation of law.

For the avoidance of doubt, the interest rate margin applicable to any U.S. Dollar LIBOR-based rate in the Agreement will not be changed and will continue to be added to the applicable SOFR-based rate plus spread adjustment.

5.P.e
Packet Pg. 474 Attachment: SA Attachment E - Letter from B of A (2023) (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) This notice is provided merely as a business courtesy and does not constitute a course of dealing to provide future notices.

Very truly yours,
Bank of America, N.A., as Lender

5.P.e
Packet Pg. 475 Attachment: SA Attachment E - Letter from B of A (2023) (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) Appendix A

TERMS APPLICABLE TO TERM SOFR LOANS
(a) “Term SOFR” means, for any applicable interest period, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such interest period with a term equivalent to such interest period; provided that if the rate is not published prior to 11:00 a.m. (Eastern time) on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such interest period. If such rate is not available at such time for any reason, then the rate for that interest period will be determined by such alternate method as reasonably selected by the Bank. If at any time Term SOFR is less than zero, such rate shall be deemed to be zero for purposes of the Loan Documents. For purposes of this paragraph only:
(i) “CME” means CME Group Benchmark Administration Limited. (ii) “SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator). (iii) “SOFR Adjustment” with respect to Term SOFR means 0.11448% for an interest period with a duration of one month, 0.26161% for an interest period with a duration of three months, and 0.42826% for an interest period with a duration of six months. (iv) “Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Bank) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Bank from time to time). (v) “U.S. Government Securities Business Day” means any banking day, except any banking day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

Banking Days: For purposes hereof, a banking day is a day other than a Saturday, Sunday or other day on which commercial banks are authorized to close, or are in fact closed, in the state where the Bank's lending office is located and in New York City.

5.P.e
Packet Pg. 476 Attachment: SA Attachment E - Letter from B of A (2023) (6056 : Approval of Annual Recognized Obligation Payment Schedule (ROPS)) 1 August 22, 2023
(NOT APPROVED)

CITY OF SANTA MONICA

CITY COUNCIL MINUTES
AUGUST 22, 2023
A special meeting of the Santa Monica City Council was called to order concurrently with the 5:30 p.m. regular meeting by Mayor Davis at 5:31 p.m., on Tuesday, August 22, 2023, at City Council Chambers, 1685 Main Street, Santa Monica, CA 90401 and at a teleconference site located at 2345 23rd Street, Santa Monica, CA 90405, where one of the Councilmembers participated by telephone.

Roll Call: Present: Mayor Gleam Davis
Mayor Pro Tem Lana Negrete
Councilmember Phil Brock
Councilmember Oscar de la Torre
Councilmember Christine Parra
Councilmember Caroline Torosis (arrived at 5:38 p.m.)
Councilmember Jesse Zwick (arrived via phone at 5:58 p.m.) Also Present: City Manager David White
City Attorney Douglas Sloan
City Clerk Denise Anderson-Warren
CONVENE/PLEDGE On order of the Mayor, the City Council convened at 5:31 p.m., with all members present except Councilmembers Zwick and Torosis. City Manager White led the assemblage in the Pledge of Allegiance.

ANNOUNCEMENT The Mayor announced that only Items 1-Public Input and Items 10.A. through 10.C. will be heard during the regular meeting. All other items of the regular meeting except for item 16.J. which was pulled by the requestor, will be heard under the Special meeting.

RECESS OF SPECIAL

CITY COUNCIL

MEETING
On order of the Mayor, the Special City Council Meeting was recessed to hear General Public Input on the Regular Meeting at 5:33p.m.

GENERAL PUBLIC
INPUT:

Councilmember Torosis
arrived at 5:38 p.m.

Public input under this item was not heard at this meeting. This is a special meeting and public input is limited to agenda items only.

RECESS REGULAR

MEETING/

RECONVENE SPECIAL
On order of the Mayor, the Regular City Council meeting was recessed, and the Special City Council Meeting was reconvened at 5:58 p.m.

5.Q
Packet Pg. 477 Minutes Acceptance: Minutes of Aug 22, 2023 5:31 PM (CONSENT CALENDAR) 2 August 22, 2023

MEETING

PUBLIC INPUT FOR

CLOSED SESSION,

SPECIAL AGENDA

ITEMS AND CONSENT
CALENDAR ONLY:

Councilmember Zwick
joined via phone at
5:58p.m.

There were no members of the public present to comment on closed session items.

There were no members of public present to comment on special agenda items.

Member of the public Jim Harris commented on consent calendar items.

AGENDA

MANAGEMENT
Mayor Davis announced Item 16.J. from the regular meeting was pulled by the requestors and will not be heard.

Motion by Mayor Davis, seconded by Councilmember Torosis, to hear Item

4.A. before Closed Session. The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Torosis, Brock, Parra, Mayor Pro Tem Negrete, Mayor Davis
NOES: None
ABSENT: None

SPECIAL AGENDA
ITEMS:

4.A. City Manager's Report – Update by Southern California Edison, was presented.

CLOSED SESSIONS On order of the Mayor, the City Council recessed at 6:44 p.m., to consider closed sessions and returned at 8:02 p.m., with all members present, to report the following:

3.A. Conference with Real Estate Negotiator pursuant to Government Code Section 54956.8: Property: 1431 Second Street, Santa Monica, California (Parking Structure 6) (APN 4291-016-902); City Negotiators:

Jennifer Taylor, Economic Development Manager, and David Martin, Community Development Director; Owner of Record: City of Santa Monica; Persons to be negotiated with: Gerry Cottle, Founder, Rooftop Cinema Club; Under negotiation: Price and Terms of Lease The City Attorney advised this matter was heard with no reportable action taken.

3.B. Conference with Legal Counsel – Pending or Potential Litigation – Government Code sections 54956.9(a) and (d)(2): Gams v. City of Santa Monica
The City Attorney reported Council approved Settlement Agreement No. 11479 (CCS) in the amount of $725,000, by a unanimous vote of the

5.Q
Packet Pg. 478 Minutes Acceptance: Minutes of Aug 22, 2023 5:31 PM (CONSENT CALENDAR) 3 August 22, 2023
Council.

3.C. Conference with Labor Negotiator: Government Code Section 54957.6 -- Agency Designated Representatives: City Manager David White and Chief People Officer Lori Gentles; Bargaining Unit:

AFSCME 4819, Management Team Association
The City Attorney advised this matter was heard with no reportable action taken.

MOMENT OF SILENCE The Mayor acknowledged the tragedy that happened in Maui, and asked for a moment of silence for the victims of the fire in Lahaina, Hawaii.

CONSENT CALENDAR: All items were considered and approved in one motion unless removed by a Councilmember for discussion. In accordance with Charter section 615, the adoption of all ordinances and resolutions shall be by reading of title only unless a Councilmember present dissents.

At the request of Councilmember Parra, Item 5.E was removed from the Consent Calendar.

At the request of Councilmember Brock, Items 5.B and 5.D were removed from the Consent Calendar.

Motion by Mayor Pro Tem Negrete, seconded by Councilmember Brock, to approve the Consent Calendar except for Items 5.E, 5.B, and 5.D, reading resolutions by title only and waiving further reading thereof. The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Torosis, Brock, Parra, Zwick, Mayor Pro Tem Negrete, Mayor Davis
NOES: None
ABSENT: None
BIG BLUE BUS 5.A. Award Bid to Uniform Accessories Warehouse for Big Blue Bus Motor Coach Operator Uniforms, was approved.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Award Bid #4443 to Uniform Accessories Warehouse for the provision of Motor Coach Operator (MCO) uniforms for the Department of Transportation.

5.Q
Packet Pg. 479 Minutes Acceptance: Minutes of Aug 22, 2023 5:31 PM (CONSENT CALENDAR) 4 August 22, 2023

3. Authorize the City Manager to negotiate and execute Agreement No. 11474 (CCS) with Uniform Accessories Warehouse, in an amount not to exceed $841,700, over a five-year period with future year funding contingent on Council budget approval.

WATER RESERVOIR

UPGRADES

5.C. Award RFP to Stantec Consulting Services, Inc., for Water Reservoir Upgrades Engineering Design Services, was approved.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15302 (Replacement/Reconstruction), of the California Environmental Quality Act (CEQA) Guidelines.

2. Award Request for Proposal SP#2679 to Stantec Consulting Services, Inc, to provide engineering design services, develop construction documents, and provide engineering support during the construction of the Reservoir Upgrades and Improvements Project for the Public Works Department.

3. Authorize the City Manager to negotiate and execute Agreement No. 11475 (CCS) with Stantec in an amount not to exceed $3,689,292 (including $335,390 contingency) for two years, with two additional one-year renewal options.

4. Authorize budget changes as outlined in the Financial Impacts & Budget Actions section of this report.

AIDS/LIFECYCLE 2024

FINISH LINE FESTIVAL

5.F. Accept Proposal and Enter into Agreement No. 11477 (CCS) with the San Francisco AIDS Foundation for the AIDS/LifeCycle 2024 Finish Line Festival, was approved.

Recommended Actions
Staff recommends that the City Council:

1. Adopt a finding of categorical exemption pursuant to Section 15323 (Class 23 Normal Operations of Facilities for Public Gatherings) of the California Environmental Quality Act (CEQA) Guidelines; and

2. Authorize the City Manager to negotiate and execute a license agreement with the San Francisco AIDS Foundation for use of the 4 South Beach Parking Lot from June 7-8, 2024 for the “AIDS/LifeCycle 2024 Finish Line Event.”

FUEL STORAGE
TANKS

5.G. Award Bid to Fleming Environmental Inc. for Testing, Maintenance, and Repair of the City’s Underground and Above-ground Fuel Storage Tanks, was approved.

Recommended Action
Staff recommends that the City Council:

5.Q
Packet Pg. 480 Minutes Acceptance: Minutes of Aug 22, 2023 5:31 PM (CONSENT CALENDAR) 5 August 22, 2023

1. Adopt a finding of categorical exemption pursuant to Section 15301 and Section 15308 of the California Environmental Quality Act (CEQA) guidelines.

2. Award Bid #4449 to Fleming Environmental Inc. for testing, maintenance, and repair of the City’s underground and above-ground fuel storage tanks for the Public Works Department.

3. Authorize the City Manager to negotiate and execute Agreement No. 11478 (CCS) with Fleming Environmental Inc. in an amount not to exceed $100,000 for one year, with four additional one-year renewal options at 3% increases per year for a total amount not to exceed $531,000 over a five-year period, with future year funding contingent on Council budget approval.

POLICE DEPARTMENT

CAMERA SYSTEMS

5.H. Approval of First Modification of Agreement No. 10796 (CCS) with Axon Enterprises, Inc. for In-Car Camera Systems, Body Worn Cameras, and Cloud-Based Memory Storage for the Police Department, was approved.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager to negotiate and execute a first modification to agreement #10796 in the amount of $3,155,360 (including a 10% contingency) with AXON Enterprises for the purchase of camera systems to include Body Worn Cameras (BWC), in-car cameras, and interview room cameras. The agreement will also be for the purchase of vital software components to include Evidence.com, a video management and storage system and Performance, an auditing and reviewing software. This will result in a 10-year amended agreement with a new total amount not to exceed $5,199,625.

3. Authorize budget changes as outlined in the Financial Impacts & Budget Actions section of this report.
2024 SUMMER

OLYMPICS &

PARALYMICS GAMES

5.B. Affirmation and Update of Los Angeles 2024 Summer Olympics and Paralympics Games Guarantee Letters to LA28, was presented.

Recommended Action
Staff recommends the Council:

1. Adopt a finding of Statutory Exemption pursuant to Section 15272 (Olympic Games) of the California Environmental Quality Act (CEQA) Guidelines;

5.Q
Packet Pg. 481 Minutes Acceptance: Minutes of Aug 22, 2023 5:31 PM (CONSENT CALENDAR) 6 August 22, 2023

2. Authorize the City Manager to submit a Venue Guarantee Letter (Attachment A) to LA28 for use of Santa Monica State Beach for Beach Volleyball during the 2028 Summer Olympics; and

3. Authorize the City Manager to submit a City Guarantee Letter (Attachment B) to LA28 for use of Santa Monica State Beach for Beach Volleyball during the 2028 Summer Olympics.

This item was pulled by Councilmember Brock to ask questions of staff, including: will parking on the Pier include alternative parking for Pier tenants and visitors; how would the city go about petitioning to hold other sports like skateboarding or breakdancing here, since these are sports Santa Monica is known for; look for ways to mitigate parking issues on local businesses and ways to improve economic benefits for local residents, students and businesses; and, since beach volleyball is being held here, maybe provide a vehicle for the Police to be able to drive on the beach.

Motion by Councilmember Parra, seconded by Councilmember Brock, to approve the recommended action. The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Torosis, Brock, Parra, Zwick, Mayor Pro Tem Negrete, Mayor Davis
NOES: None
ABSENT: None

MEMORIAL PARK

DESIGN SERVICES

5.D. Approval to enter into an agreement with SMC to pay for Memorial Park design services and approve the Design-Build RFB, was presented.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Statutory Exemption pursuant to Section 15262, Feasibility and Planning Studies, of the California Environmental Quality Act (CEQA) Guidelines;

2. Direct staff to proceed with a Request for Bids for design and preconstruction services of phases 1 and 2 of the Master Plan, as described herein;

3. Authorize the City Manager to negotiate and execute Payment Agreement No. 11476 (CCS) to accept an amount not to exceed $2,750,000 with Santa Monica College (SMC) for preparation of the environmental impact analysis, geotechnical engineering, and design and pre-construction services of phase 1 of the Master Plan of the Memorial Park Redevelopment and Expansion Project, as described herein;

4. Authorize the City Manager to negotiate and execute a reinstatement and fifth modification of Agreement No. 9910 (CCS) in a reduced

5.Q
Packet Pg. 482 Minutes Acceptance: Minutes of Aug 22, 2023 5:31 PM (CONSENT CALENDAR) 7 August 22, 2023
contract amount not to exceed $149,000 (including 10% contingency) with WSP USA Environment & Infrastructure, Inc. (formerly Wood Environmental & Infrastructure Solutions Incorporated and AMEC Foster Wheeler Environment & Infrastructure, Inc.) for environmental consulting services in compliance with CEQA. This will result in a 2- year extension for an 11-year amended agreement with a new total amount not to exceed $149,000, with future year funding contingent on Council budget approval;

5. Authorize budget changes as outlined in the Financial Impacts and Budget Actions section of this report.

This item was pulled by Councilmember Brock to ask questions of staff, including: was this plan changed since the last time it came to Council; is the plan still to move city vehicles from the Fisher lumber site; are there any plans to eliminate all items from the Fisher lumber property; will the public be included in the decision process, and can the residents fully intend the $20 million from the college bond to be used for this project including a community center.

Motion by Councilmember Brock, seconded by Councilmember de la Torre, to approve the recommended action. The motion was approved by the following vote:

AYES: Councilmembers Zwick, Parra, Brock, Torosis, de la Torre, Mayor Pro Tem Negrete, Mayor Davis
NOES: None
ABSENT: None

VIRGINIA AVENUE
PARK

5.E. Adoption of Resolution No. 11542 (CCS) entitled “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA

MONICA AUTHORIZING THE APPLICATION FOR THE STRATEGIC
GROWTH COUNCIL COMMUNITY RESILIENCE CENTERS GRANT”,
was presented.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding pursuant to Section 15301 of the California Environmental Quality Act (CEQA) Guidelines

2. Adopt the attached resolution authorizing the application for grant funds from the California Strategic Growth Council Community Resilience Centers Program for the Virginia Avenue Park Community Resilience Center for the Public Works Department.

3. Authorize the City Manager to execute all necessary documents to apply for the grant, accept the grant, if awarded, and accept all grant renewals, if awarded.

5.Q
Packet Pg. 483 Minutes Acceptance: Minutes of Aug 22, 2023 5:31 PM (CONSENT CALENDAR) 8 August 22, 2023
Councilmember Parra pulled this item to ask questions of staff including:
explain the battery storage and the components; what is community resilience center and what is a microgrid; what are the composition of the batteries that will be used; what happens once we receive approval for the grant, will the public be included in the decision-making process; is it true that this park is being selected for this grant because of the disadvantage residents who live in the Pico neighborhood; do we know how many disadvantage Pico residents own electric vehicles; has the grant been written or is it being written; is one advantage for this microgrid to provide charging stations in the city; when is this grant application due; if children are playing around these batteries, do we know if there will be any harmful effects; how much green space would this project take up; which parking area would this be placed; is the City Yards microgrid project different than this one or is it similar; what is an islanded microgrid and how is it different from this one; and, what new programming is being proposed from this project.

Motion by Councilmember de la Torre, seconded by Mayor Pro Tem Negrete, to approve the recommended action. The motion was approved by the following vote:

AYES: Councilmembers Zwick, Parra, Brock, Torosis, de la Torre, Mayor Pro Tem Negrete, Mayor Davis
NOES: None
ABSENT: None
AGENDA

MANAGEMENT
Motion by Mayor Davis, seconded by Mayor Pro Tem Negrete, to hear all of the 16-items after public input on the remaining items. The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Torosis, Brock, Parra, Zwick, Mayor Pro Tem Negrete, Mayor Davis
NOES: None
ABSENT: None

PUBLIC INPUT ON

REMAINING AGENDA
ITEMS:

Members of the public Jerry Rubin, Sheila Finley, Michelle Gray, Debra Senopole, Theresa Marasco, commented on Item 8.A.

Members of the public Michael Pitkin commented on Item10.A.

Members of the public Lauren Akmaeva, Megan Oddsen, commented on Item 10.B.

Members of the public Nicolas Reyes, Herbert Hardy commented on Item

10.C.

Members of the public Denise Barton commented on Item 10.E.

5.Q
Packet Pg. 484 Minutes Acceptance: Minutes of Aug 22, 2023 5:31 PM (CONSENT CALENDAR) 9 August 22, 2023
Members of the public Ellen Hannan, Andrew Hoyer commented on Item

10.F.

Member of the public Jerry Rubin commented on Item 14.A.

Member of the public Robbie Jones, Rebecca Cannara, Ericka Lesley, and Peter Borresen commented on Item 16.H.

Members of the public Michelle Gray, Denny Zane, Ellis Raskin, Mike Soloff, Theresa Marasco, Daniel Westcott, and Ericka Lesley, commented on Item 16.I.

Members of the public Denise Barton, Robbie Jones, Rebecca Cannara, Tricia Crane, Amit Kash, Denny Zane, Ellis Raskin, Mike Soloff, commented on Item 16.K.

Members of the public Robbie Jones, Rebecca Cannara, Theresa Marasco, Michelle Gray, commented on Item 16.L.

COUNCILMEMBER
DISCUSSION ITEMS:

DISABILITIES

COMMISSION

16.A. Appointment to one unscheduled vacancy on the Disabilities Commission for a term ending on 6/30/2025, was presented.

On order of the Mayor, the floor was opened for nominations.

Councilmember Torosis nominated Suleman Adeyemi.

There being no other nominations, Suleman Adeyemi was appointed to the Disabilities Commission for a term ending June 30, 2025, by the following vote:

AYES: Councilmembers de la Torre, Torosis, Brock, Parra, Zwick, Mayor Pro Tem Negrete, Mayor Davis
NOES: None
ABSENT: None

HOUSING

COMMISSION

16.B. Recommendation to rescind the appointment of Kate Evarts to the Housing Commission for failure to attend Commission Meetings; and, Authorization for the City Clerk to publish the vacancy, was presented.

Motion by Mayor Davis, seconded by Councilmember Brock, to adopt the staff recommendation. The motion was approved by the following vote:

AYES: Councilmembers Zwick, Parra, Brock, Torosis, de la Torre, Mayor Pro Tem Negrete, Mayor Davis
NOES: None