Agenda packet — Santa Monica City Council, August 11, 2026 (part 6 of 6)

If you have any questions or need additional technical assistance, please contact Lisa Krause, Senior Housing Policy Specialist, at [email protected].

Sincerely,
Laura Nunn
Senior Manager, Housing Accountability Unit
Housing Policy Development

11.C.b
Packet Pg. 1125 Attachment: Attachment C - HCD Clearance Letter (11.7.2023) (7857 : Civic Auditorium ENA)

11.C.d
Packet Pg. 1126 Attachment: Levine Act Disclosure Form - AEG [Revision 1] (7857 : Civic Auditorium ENA)

11.C.d
Packet Pg. 1127 Attachment: Levine Act Disclosure Form - AEG [Revision 1] (7857 : Civic Auditorium ENA)

11.C.e
Packet Pg. 1128 Attachment: OAKS INITIATIVE FORM - AEG [Revision 1] (7857 : Civic Auditorium ENA) 1 David Yakobson
From: [email protected]
Sent: Wednesday, August 5, 2026 2:08 PM
To: Heidi von Tongeln; Attorney Mailbox; Econdevel Mailbox; Planning; Leslie Lambert; Peer Chacko; Jacob Wasserman; councilmtgitems; Jennifer Taylor; Oliver Chi; Lana Negrete; Dan Hall; Ellis Raskin; Caroline Torosis; Jesse Zwick; Natalya Zernitskaya; Barry Snell Subject: Questions Regarding the City's Authority to Enter into an Exclusive Negotiating Agreement for the Santa Monica Civic Auditorium

EXTERNAL
Dear City Attorney, City Manager, Mayor, and Council Members, I recently became aware that an Exclusive Negotiating Agreement (ENA) with AEG concerning the future of the Santa Monica Civic Auditorium has been placed on the City Council agenda.

As a Santa Monica stakeholder who has been actively pursuing an alternative vision for the Civic Auditorium site, I respectfully request clarification regarding the City's legal authority and procurement process for entering into such an agreement.

My understanding is that the only official Request for Proposals (RFP) concerning the Santa Monica Civic Auditorium that appeared on the City's Open Procurement portal was issued on January 5, 2024, and closed on February 8, 2024. I have not been able to identify any subsequent publicly advertised RFP or other competitive solicitation relating to the disposition, lease, redevelopment, or exclusive negotiation rights for the property.

Accordingly, I respectfully ask the following:

1. Under what legal authority is the City proposing to enter into an Exclusive Negotiating Agreement without first conducting a new publicly advertised Request for Proposals or other competitive procurement process?

2. If the City believes a new public solicitation is not required, please identify the applicable provisions of the Santa Monica Municipal Code, City procurement policies, Council policies, or California law that authorize this course of action.

3. Has the City made a determination that competitive procurement requirements do not apply in this instance? If so, I respectfully request that the legal basis for that determination be made available to the public.

Beyond the legal questions, I am also concerned about the appearance of fairness and transparency.

The Santa Monica Civic Auditorium is one of the City's most significant public assets. Decisions regarding its future should, in my view, be made through an open, competitive, and transparent process that affords all qualified parties an equal opportunity to present proposals.

Item 11-C
August 11, 2026
Item 11-C
August 11, 2026

11.C.f
Packet Pg. 1129 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 2 An open solicitation benefits the City by encouraging competition, maximizing potential public value, and reinforcing public confidence that decisions are being made on the merits rather than through a process perceived as favoring a particular party.

As you may know, I have been working with Morphosis Architects and other private-sector partners to explore an alternative vision for transforming the Civic Auditorium into a Santa Monica Global Conference Center. While I certainly recognize that the City may ultimately choose another direction, I believe any significant exclusive negotiation rights concerning this publicly owned property should be preceded by a transparent and competitive public process unless there is a clearly identified legal exception.

I respectfully request that the City provide clarification regarding the legal and procedural basis for proceeding with an Exclusive Negotiating Agreement under these circumstances.

Thank you for your time and consideration. I look forward to your response and to continuing a constructive dialogue regarding the future of this important civic asset.

Respectfully,
Joseph DiRosa
Seedlings Inc.

Santa Monica Global Conference Center Exploration Committee 213-782-4352
[email protected]
Sincerely,
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
www.seedlings.vc
Item 11-C
August 11, 2026
Item 11-C
August 11, 2026

11.C.f
Packet Pg. 1130 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 3 David Yakobson
From: [email protected]
Sent: Wednesday, August 5, 2026 4:43 PM
To: Juan Padilla
Cc: info; Lana Negrete; Caroline Torosis; Ellis Raskin; Barry Snell; Natalya Zernitskaya; Dan Hall; Jesse Zwick; Oliver Chi; councilmtgitems; Jing Yeo; Ross Fehrman; Jose Parra; O'Neil Brian; Brent Thompson; Nada Shamonki; Sarah Devine; [email protected]; [email protected]; meagan westhoven; Oscar de la Torre; Christian Kennel; [email protected]; Katina Metzidakis; James McCoy;
[email protected]; Maria Loya
Subject: Re: Agenda Item 11.C (7/28) - Oppose R1 Upzoning; Return to Option 3

EXTERNAL
Mayor, Councilmembers, and Staff,
Christine Parra has now written twice—thoroughly, specifically, and with direct questions—and there has been no response in this thread. That silence is unacceptable when the physical and living environment of an entire neighborhood is at stake.

I will not repeat the detailed planning and environmental-justice case Christine has already made. I am writing to tell you what the cumulative effect of these decisions looks like from inside one of the homes expected to absorb them.

I have lived on Delaware Avenue for 26 years. I am an artist, and my home has always been both my residence and my working environment—a life built around quiet, concentration, and solitude.

I now live directly beside a twenty-child operation being described as a school. From inside my home, its daily impact is that of a daycare operating immediately beside a private residence. The quiet use of my home and the working life I built here have been destroyed.

That experience is not separate from what Christine is describing. It is part of a broader pattern: laws change, land-use decisions accumulate, and this neighborhood is repeatedly expected to absorb the consequences. We have suffered enough.

I have very little left to lose here. The life I built on Delaware Avenue has already been profoundly damaged. So I am asking you plainly: stop treating this neighborhood and its residents as disposable.

Answer Christine’s questions. Explain how these decisions were made. Put this matter at the front of your agenda before still more irreversible harm is done.

We are not parcels on a map or an administratively convenient solution. These are our homes, our health, our work, and our lives. This neighborhood has been used and abused long enough.

Robert Sturman
26-year Delaware Avenue resident
Item 11-C
August 11, 2026
Item 11-C
August 11, 2026

11.C.f
Packet Pg. 1131 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 4 ~
Website:
www.RobertSturmanStudio.com
TEDx Talk https://youtu.be/-fpbZReEKlo
Follow the work — Daily Inspiration:
www.instagram.com/robertsturman
https://www.facebook.com/RobertSturmanArtist
"I saw the angel in the marble and carved until I set him free." —Michelangelo
On Aug 4, 2026, at 8:57 PM, Juan Padilla <[email protected]> wrote:

This is crap!! I want to know which council officials voted for this ( I’m sure we know who). They ruined our old little neighborhood with metro maintenance yard, Kite pharma and now this over developed proposal? Many of lots in Montana neighborhood and empty buildings form Colorado.

Sent from my iPhone
On Jul 31, 2026, at 11:16 AM, info <[email protected]> wrote:
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Sent from my iPhone
On Jul 31, 2026, at 11:15 AM, info <[email protected]> wrote:

Mayor, Council and Staff,
I wish I would’ve been able to attend Tuesday’s meeting, but I’m out of the country. However, I have been updated on the devastating decision that was made that will have long-standing impact on my neighborhood of homeowners and renters which you clearly did not care about once again.

What I would like to understand is how the developer (the one that held a fundraiser for Councilmember Hall) that has already demolished one single family home on my street, 2958 Delaware, and had a pending demolition sign on a second property on the same block at 2904 Delaware, was able to post up a development sign of building a 3 story building the day AFTER you, city council, made the decision to upzone only my R-1 neighborhood?
Item 11-C
August 11, 2026
Item 11-C
August 11, 2026

11.C.f
Packet Pg. 1132 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 5 What does this mean??? From what I, we, understood is that up until that point you cannot beyond three stories. The decision made on Tuesday allowed developers to go beyond three stories. How was this developer able to submit plans for a three story project, get them approved and post a day after it was approved???
Please explain this to my neighbors and I.

Hopefully one of you will respond as no one ever does.

Christine Parra
Sent from my iPhone
On Jul 23, 2026, at 10:49 AM, info
<[email protected]> wrote:

Mayor and Councilmembers,
I am writing as a Pico Neighborhood resident,
a former member of this Council, and someone
who has stood before you many times to ask
this body to protect this neighborhood from
exactly what is now on your agenda. I am not
writing to introduce myself or my concerns to
you. You already know who I am and how long
I have fought for this neighborhood. I am
writing because, once again, this neighborhood
is being asked to absorb a burden it did not
create and was never asked about.

At your July 14, 2026 meeting, the item before
you was the Planning Commission's
recommendation, Option 3, targeting the 66
R2/R3 multi-unit parcels in the Expo/Bundy
TOD zone. Instead, this Council went off script.

Without notice to the residents who would be
affected, without outreach to this
neighborhood, and without any apparent
consideration of what this community has
already endured, you directed staff to
instead look at upzoning R1-zoned parcels, our
neighborhood, to satisfy SB 79's exclusion
criteria, because you did not want to risk
displacing renters in multi-unit buildings
elsewhere.

Item 11-C
August 11, 2026
Item 11-C
August 11, 2026

11.C.f
Packet Pg. 1133 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 6 I want to be direct about what that decision
actually did: it protected renters in one part of
this city by placing the burden on a
neighborhood that is itself home to
generational families and renters who were
given no say in the matter. Nearly 20% of
the households on our streets are
renters. Many of our homes hold three
generations under one roof, five to eight
people deep, because this is what has always
been possible here, and because for much of
this city's history, it was one of the only
neighborhoods where our families were
allowed to be. This is not incidental. This is the
same neighborhood where Japanese American
families, upon returning from incarceration
during World War II, were only permitted to
resettle, a history that is not abstract to us,
because a few of those families still live on our
street today. This is the same neighborhood
that has absorbed the I-10 Freeway cutting
through it, that has lived beside a former
dump, and that is now expected to sleep
through squealing brakes and horns from the
Metro rail maintenance yard testing trains at 3
a.m., every night, indefinitely.

This is the neighborhood you have now
targeted for increased density, with less
process, less notice, and less consideration
than was given to the option the Planning
Commission actually recommended.

I also want to raise an environmental impact
this report does not mention at all: the atgrade rail crossing on our streets. At peak traffic hours, cars back up behind the arm,
sometimes two blocks long, idling the entire
time the crossing is down. That is not a minor
inconvenience. That is concentrated vehicle
exhaust, sitting and accumulating, in a
residential neighborhood, on a daily basis.

Before this Council adds density to these
streets, I am asking you to answer a direct
question: how does further densification near
this crossing affect the health and wellbeing of
the families who already live here and already
breathe that air every day? This is just one
Item 11-C
August 11, 2026
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August 11, 2026

11.C.f
Packet Pg. 1134 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 7 example of cars idling and being backed up. It
also happens consistently on Virginia Avenue
at Centinela. This report analyzes displacement
risk parcel by parcel. It does not analyze
this. It should, before any option is adopted.

I recognize the report before you on July 28
frames Options 1 and 2 as the lowerdisplacement-risk choices because the R1 parcels are largely owner-occupied and SB 79's
displacement protections apply only to sites
with three or more units. But ownership status
is not the same as absence of harm. Renters
in single-family homes in this neighborhood are
just as real, and just as vulnerable, as
renters anywhere else in this city, they are
simply not counted, because SB 79's
protections were not written with this
neighborhood in mind. A policy that avoids
displacement on paper by shifting density onto
a historically overburdened, environmentaljustice community is not a neutral planning choice. It is a continuation of a pattern this
neighborhood has lived through for
generations: when a hard choice has to be
made, it gets made here, quietly, and after the
fact.

I am asking this Council to do the following:

1. Return to Option 3, the Planning
Commission's recommendation, and
give it the genuine consideration it was
owed before this Council redirected staff
away from it.

2. If this Council will not adopt Option 3,
reject Options 1 and 2 outright. Do not
upzone the R1 parcels of this
neighborhood as an alternative simply
because it appeared administratively
convenient.

3. At minimum, before any further
direction is given, conduct real, direct
outreach to the households on these
streets, not a staff report presented
after the fact, but actual engagement
with the families who will live with this
decision.

Item 11-C
August 11, 2026
Item 11-C
August 11, 2026

11.C.f
Packet Pg. 1135 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 8 4. Formally analyze the cumulative
environmental justice burden already
carried by this neighborhood, the
freeway, the former dump, the rail yard
noise, the historical housing
discrimination, as part of any decision to
further increase density here.

Please also be aware that I, we, are in the
process of consulting with an environmental
justice attorney regarding this decision and the
process by which it was reached among all
other injustices this neighborhood has endured
to date. I am doing so because I believe this
neighborhood deserves, at minimum, the same
level of care, analysis, and public process that
was given to every other option in this report,
and because I intend to make sure that
whatever this Council decides on July 28 is
made with full awareness of the history it is
repeating.

This neighborhood has given this city more
than its share already. I am asking you not to
take more from it without so much as asking
first.

I stand in solidarity with my Gandara Park
neighbors on this. We will continue to fight,
together, for our right to equality, to real
investment, and to a quality of life this city has
too often decided we can do without.

Respectfully,
Christine Parra
Pico Neighborhood Resident
Former Santa Monica City Councilmember
Item 11-C
August 11, 2026
Item 11-C
August 11, 2026

11.C.f
Packet Pg. 1136 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 9 David Yakobson
From: [email protected]
Sent: Thursday, August 6, 2026 2:11 PM
To: Heidi von Tongeln; Attorney Mailbox; Econdevel Mailbox; Planning; Leslie Lambert; Peer Chacko; Jacob Wasserman; councilmtgitems; Jennifer Taylor; Oliver Chi; Lana Negrete; Dan Hall; Ellis Raskin; Caroline Torosis; Jesse Zwick; Natalya Zernitskaya; Barry Snell Subject: Santa Monica Civic Auditorium — Request for Legal and Procedural Clarification Regarding Proposed AEG Exclusive Negotiating Agreement
Attachments: Re_ Santa Monica Civic Auditorium — Request for Legal and Procedural Clarification Regarding Proposed AEG Exclusive Negotiating Agreement.pdf

EXTERNAL
August 6, 2026
To:

Santa Monica City Attorney
Santa Monica City Manager
Mayor and Members of the Santa Monica City Council
Re: Santa Monica Civic Auditorium — Request for Legal and Procedural Clarification Regarding Proposed AEG Exclusive Negotiating Agreement
Dear City Attorney, City Manager, Mayor, and Members of the City Council:

I am writing regarding the proposed Exclusive Negotiating Agreement ("ENA") with AEG concerning the Santa Monica Civic Auditorium.

After reviewing the City's prior solicitation process, the City's OpenGov/Open Procurement portal, and the provisions governing City procurement, I believe there are two significant procedural and legal questions that should be addressed publicly before the City grants exclusive negotiating rights concerning this important public asset.

1. Did the City's 2024 Letter of Interest process satisfy the requirements of the City Charter and Municipal Code Chapter 2.24?
The City's public procurement portal reflects a solicitation concerning the Santa Monica Civic Auditorium that opened on January 5, 2024 and closed on February 8, 2024. The City has described that process as a Request for Letters of Interest ("LOI").

The City received multiple responses through that process and ultimately selected Revitalization Partners Group ("RPG") to proceed toward exclusive negotiations. The City subsequently entered into an ENA with RPG and later terminated those exclusive negotiations.

I respectfully request clarification regarding the legal status of that 2024 process.

Item 11-C
August 11, 2026
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11.C.f
Packet Pg. 1137 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 10 Specifically, did the City determine that the 2024 LOI constituted a competitive solicitation satisfying all applicable requirements of the Santa Monica City Charter, Municipal Code Chapter 2.24, and the City's procurement policies?
If so, I respectfully request that the City identify the specific Charter, Municipal Code, procurement policy, Council resolution, or other authority supporting that determination.

Conversely, if the City's position is that the selection of a party for an ENA concerning City-owned real property is exempt from otherwise applicable competitive procurement requirements, I request that the City identify the legal authority for that exemption.

This distinction is particularly important because the City's procurement framework expressly addresses competitive bidding and selection, impartiality, transparency, and the disposition of City property.

2. What authority permits the City to proceed with an AEG ENA without reopening the public solicitation process?
This presents a separate and, in my view, more immediate question.

The City conducted a publicly announced process in 2024. Interested parties were given a defined period in which to respond. Multiple parties responded. The City evaluated those responses, selected RPG, and ultimately granted RPG exclusive negotiating rights.

Those negotiations subsequently ended.

The City is now considering granting exclusive negotiating rights concerning the same publicly owned Civic Auditorium to AEG.

However, I have been unable to locate any new Request for Proposals, Request for Qualifications, Request for Letters of Interest, or other competitive solicitation concerning the Civic Auditorium on the City's OpenGov/Open Procurement portal following the termination of the RPG negotiations.

Nor have I found any notice on that procurement portal informing potentially interested parties that the City was reopening the opportunity, accepting new proposals, or considering selecting another party for exclusive negotiations.

This raises an important question:

11.C.f
Packet Pg. 1138 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 11  If AEG was not a respondent to the 2024 solicitation, what legal and procedural authority permits the City to grant AEG exclusive negotiating rights without providing the same opportunity to other interested parties?
 Has the City Attorney determined that a new competitive solicitation is unnecessary? If so, what is the legal basis for thatdetermination?
These are not merely technical procurement questions.

The Santa Monica Civic Auditorium is a major publicly owned asset, and granting a private party exclusive negotiating rights may materially affect the ability of other parties to present competing proposals for its future.

I have been actively working with Morphosis Architects and other private-sector participants on an alternative concept for the property: the Santa Monica Global Conference Center. We are prepared to participate in an open and competitive process.

My concern is therefore not that the City must select our proposal—or any particular proposal. My concern is that all interested and qualified parties should have a transparent and equal opportunity to compete for the City's consideration if the City is granting exclusive negotiating rights over the future of this public asset.

If the City's position is that no new solicitation is legally required, the public should be informed of the specific legal authority supporting that position.

Likewise, if the 2024 LOI is being relied upon as the competitive process supporting the proposed 2026 AEG ENA, the City should explain how a solicitation that closed in February 2024 provides the procedural basis for the proposed agreement today.

I therefore respectfully request that the City Attorney and City Manager provide the Council and public with a written explanation of the legal and procedural authority supporting the proposed AEG ENA before the City enters into or authorizes an exclusive agreement.

At a minimum, that explanation should identify:

1. Whether the 2024 LOI complied with all applicable Charter, Municipal Code Chapter 2.24, and procurement requirements;

2. Whether the City considers that solicitation to remain legally operative;

3. Whether AEG participated in that solicitation;

4. Why no new solicitation has been posted through the City's procurement system following the termination of the RPG ENA; and

5. The specific legal authority permitting the City to proceed with exclusive negotiations with AEG without reopening the opportunity to other interested parties.

Transparency and competitive access are particularly important when the City is determining the future of an irreplaceable public property such as the Santa Monica Civic Auditorium.

I respectfully request that these questions be answered before any exclusive negotiating rights are granted.

Item 11-C
August 11, 2026
Item 11-C
August 11, 2026

11.C.f
Packet Pg. 1139 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 12 Thank you for your attention to this matter. I look forward to the City's response.

Respectfully,
Joseph DiRosa
Seedlings Inc.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
www.seedlings.vc
Item 11-C
August 11, 2026
Item 11-C
August 11, 2026

11.C.f
Packet Pg. 1140 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) August 6, 2026
To:

I am writing regarding the proposed Exclusive Negotiating Agreement ("ENA") with AEG concerning the Santa Monica Civic Auditorium.

I respectfully request clarification regarding the legal status of that 2024 process.

Specifically, did the City determine that the 2024 LOI constituted a competitive solicitation satisfying all applicable requirements of the Santa Monica City Charter, Municipal Code Chapter

2.24, and the City's procurement policies?
If so, I respectfully request that the City identify the specific Charter, Municipal Code, procurement policy, Council resolution, or other authority supporting that determination.

Item 11-C
August 11, 2026
Item 11-C
August 11, 2026

11.C.f
Packet Pg. 1141 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) This distinction is particularly important because the City's procurement framework expressly addresses competitive bidding and selection, impartiality, transparency, and the disposition of City property.

2. What authority permits the City to proceed with an AEG ENA without reopening the public solicitation process?
This presents a separate and, in my view, more immediate question.

Those negotiations subsequently ended.

The City is now considering granting exclusive negotiating rights concerning the same publicly owned Civic Auditorium to AEG.

This raises an important question:

What provision of the City Charter, Municipal Code Chapter 2.24, current Procurement Policy, or other applicable law permits the City to grant AEG exclusive negotiating rights without reopening the competitive process and providing other interested parties an opportunity to submit proposals?
If the City instead considers the 2024 LOI process to remain operative, I respectfully request clarification of the following:
● Was AEG one of the respondents to the 2024 LOI?
● If so, how was AEG evaluated in that process and what authority permits the City to select a different party more than two years after that solicitation closed and after the originally selected party's ENA was terminated?
● If AEG was not a respondent to the 2024 solicitation, what legal and procedural authority permits the City to grant AEG exclusive negotiating rights without providing the same opportunity to other interested parties?
● Has the City Attorney determined that a new competitive solicitation is unnecessary? If so, what is the legal basis for that determination?
Item 11-C
August 11, 2026
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11.C.f
Packet Pg. 1142 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) These are not merely technical procurement questions.

My concern is therefore not that the City must select our proposal—or any particular proposal.

My concern is that all interested and qualified parties should have a transparent and equal opportunity to compete for the City's consideration if the City is granting exclusive negotiating rights over the future of this public asset.

If the City's position is that no new solicitation is legally required, the public should be informed of the specific legal authority supporting that position.

At a minimum, that explanation should identify:

1. Whether the 2024 LOI complied with all applicable Charter, Municipal Code Chapter

2.24, and procurement requirements;

2. Whether the City considers that solicitation to remain legally operative;

3. Whether AEG participated in that solicitation;

4. Why no new solicitation has been posted through the City's procurement system following the termination of the RPG ENA; and

5. The specific legal authority permitting the City to proceed with exclusive negotiations with AEG without reopening the opportunity to other interested parties.

Transparency and competitive access are particularly important when the City is determining the future of an irreplaceable public property such as the Santa Monica Civic Auditorium.

I respectfully request that these questions be answered before any exclusive negotiating rights are granted.

Thank you for your attention to this matter. I look forward to the City's response.

Respectfully,
Item 11-C
August 11, 2026
Item 11-C
August 11, 2026

11.C.f
Packet Pg. 1143 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) Joseph DiRosa
Seedlings Inc.

Santa Monica Global Conference Center Exploration Committee 213-782-4352
[email protected]
Item 11-C
August 11, 2026
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August 11, 2026

11.C.f
Packet Pg. 1144 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 13 David Yakobson
From: [email protected]
Sent: Sunday, August 9, 2026 6:35 PM
To: Heidi von Tongeln; Attorney Mailbox; Econdevel Mailbox; Planning; Leslie Lambert; Peer Chacko; Jacob Wasserman; councilmtgitems; Jennifer Taylor; Oliver Chi; Lana Negrete; Dan Hall; Ellis Raskin; Caroline Torosis; Jesse Zwick; Natalya Zernitskaya; Barry Snell Cc: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected] Subject: Re: Request for Legal Review and Public Explanation Before Any Vote on an Exclusive Negotiating Agreement with AEG/Goldenvoice for the Santa Monica Civic Auditorium

EXTERNAL
August 9, 2026
Via Email and Public Comment
Mayor Caroline Torosis
Members of the Santa Monica City Council
City Manager
City Attorney
City Clerk
City of Santa Monica
1685 Main Street
Santa Monica, CA 90401
Re: Request for Legal Review and Public Explanation Before Any Vote on an Exclusive Negotiating Agreement with AEG/Goldenvoice for the Santa Monica Civic Auditorium Dear Mayor Torosis, Members of the City Council, City Manager, City Attorney, and City Clerk:

I am writing to formally raise serious procedural and legal questions concerning any proposed vote to grant an Exclusive Negotiating Agreement (“ENA”) to AEG and/or Goldenvoice concerning the Santa Monica Civic Auditorium.

I respectfully request that the City Attorney publicly address these issues before the City Council takes any action granting exclusive negotiating rights over this extraordinarily important public property.

1. No New Open LOI or RFP Process Has Been Conducted
The City previously established a public and competitive process for the Civic Auditorium.

11.C.f
Packet Pg. 1145 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 14 through that process. The City Council ultimately selected Revitalization Partners Group (“RPG”) from those respondents and authorized negotiations with RPG.

AEG/Goldenvoice was not, to my knowledge, one of the four entities that submitted a proposal through that competitive process.

The City subsequently terminated its exclusive negotiations with RPG. In announcing that decision in October 2025, the City stated that ending RPG's ENA would allow the City to study market conditions and explore other potential partnership opportunities.

However, I am unaware of any subsequent publicly noticed LOI, Request for Proposals, Request for Qualifications, or comparable open process through which AEG/Goldenvoice and other interested parties were invited to compete for exclusive negotiating rights concerning the Civic.

This raises an obvious question:

On what legal and procedural basis can the City now award exclusive negotiating rights to a company that did not participate in the City's previous competitive solicitation without first providing other interested parties an equivalent opportunity to submit proposals? This question is particularly important because circumstances surrounding the Civic have materially changed since the 2024 solicitation. If the City believes that a new proposal from AEG/Goldenvoice deserves consideration, then basic principles of transparency, competition and fairness would appear to favor reopening the opportunity to all qualified parties rather than selecting one party through private negotiations.

2. Santa Monica Municipal Code Chapter 2.24 and Competitive Selection Santa Monica Municipal Code Chapter 2.24 establishes the City's purchasing and procurement framework.

Among other things, Section 2.24.030 requires the City's Procurement Policy to establish procedures for competitive bidding and selection and standards intended to avoid conflicts of interest and ensure impartiality.

Section 2.24.100 further provides for competitive bidding and establishes criteria for determining the best bidder or best-qualified person or firm for contractual services and other agreements.

I recognize that there may be distinctions between an ENA, a procurement contract, and a disposition or ground lease of City real property, and that exceptions to competitive procedures may exist.

That is precisely why I believe the City Attorney should provide a public legal explanation before the Council votes.

Specifically:

Does Chapter 2.24 apply to the proposed AEG/Goldenvoice ENA or any transaction contemplated by that ENA?
Item 11-C
August 11, 2026
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11.C.f
Packet Pg. 1146 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 15 If it does, what competitive process satisfies Chapter 2.24? If it does not, what provision of the Municipal Code, City Charter, Procurement Policy, or other applicable law permits the City to bypass a new competitive process and confer exclusive negotiating rights upon AEG/Goldenvoice?
And if the City is relying upon an exception to competitive selection, the City should identify that exception publicly and explain the factual basis for invoking it.

The public should not have to speculate about the City's authority for granting exclusivity over one of Santa Monica's most significant publicly owned properties.

3. The City's Own 2024 Process Demonstrates the Importance of Open Competition The City's handling of the Civic in 2024 provides a useful benchmark.

The City publicly announced the opportunity, established qualifications, provided a deadline, received four proposals, evaluated the respondents and selected a party for exclusive negotiations.

That process provided notice to the marketplace and an opportunity for competing concepts to be considered.

If the City has now determined that the previous process is stale, inadequate or no longer representative of the City's objectives for the Civic, the logical response would appear to be a new open process, not the private selection of a fifth company that did not participate in the original solicitation.

This is especially important because other parties may now be prepared to propose materially different uses, financing structures, development concepts, architectural approaches or economic models for the property.

The City cannot know whether AEG/Goldenvoice represents the best available opportunity for Santa Monica unless the marketplace is given an opportunity to respond.

4. Goldenvoice's Existing Financial Relationship With the City Raises a Separate Oaks Initiative Disclosure Question
I am also requesting an immediate review of the Oaks Initiative Disclosure Form submitted in connection with the proposed Civic negotiations.

Goldenvoice already has a significant contractual relationship with the City involving the use of Santa Monica State Beach and related City-controlled property for the Ocean Way Festival.

The City's own Oaks Initiative materials state that a “public benefit” includes the purchase, sale or lease of real property to or from the City exceeding $25,000 during a twelve-month period.

Accordingly, Goldenvoice's existing arrangement involving City property appears highly relevant to determining the disclosures required under City Charter Article XXII, commonly known as the Taxpayer Protection or Oaks Initiative.

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Packet Pg. 1147 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 16 I have reviewed an Oaks Initiative Disclosure Form prepared by Melissa Ormond on behalf of Goldenvoice that appears not to disclose this existing relationship in the manner contemplated by the form.

If Goldenvoice is paying more than $1 million for the right to use or occupy City-controlled beach property, as the relevant agreement appears to provide, that relationship is far beyond the monetary threshold identified in the City's Oaks Initiative materials.

I therefore respectfully request that the City Attorney and City Clerk determine, before any Civic ENA is considered, whether Goldenvoice's Oaks Initiative disclosure is complete and accurate and whether an amended disclosure is required.

This is not a minor administrative issue. The purpose of Article XXII is transparency regarding entities receiving significant public benefits from the City and the persons associated with those entities.

5. Appearance of Preferential Treatment Should Be Avoided There is also a broader public-confidence issue.

Goldenvoice has recently entered into a substantial relationship with the City involving a major commercial festival on Santa Monica's beach. The City is now apparently considering granting Goldenvoice or its affiliated company exclusive negotiating rights over another extremely valuable City asset — the Civic Auditorium — without first conducting a new public solicitation.

Even if City staff believes this procedure is legally permissible, the combination of circumstances creates a reasonable public question about whether Goldenvoice is receiving preferential access to City opportunities.

An open competitive process would substantially eliminate that concern.

It would also protect the City Council by establishing an objective record demonstrating that the proposal ultimately selected represents the best available opportunity for Santa Monica.

6. The City Should Independently Evaluate Goldenvoice's Comparable Indoor Venue Programming and Its Ability to Drive Downtown Economic Activity Separate and apart from the legal and procedural questions described above, the City Council should undertake basic commercial due diligence before determining that an AEG/Goldenvoice-operated music venue represents the highest and best long-term use of the Civic Auditorium.

I respectfully request that City staff and the Council review the current and recent event calendars of Goldenvoice-operated indoor venues that are comparable in size and function to the Civic Auditorium.

The relevant question should not simply be whether Goldenvoice is capable of booking and operating a music venue. Clearly it is. The much more important question for Santa Monica is:

What level, frequency, and quality of programming is actually occurring at Goldenvoice's comparable venues, and is that programming sufficient to justify making such a venue a Item 11-C
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Packet Pg. 1148 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 17 cornerstone of Santa Monica's downtown economic-development strategy for the coming decades?
The Council should examine, at minimum:

1. The number of ticketed events per year at comparable Goldenvoice venues;

2. The number of days each venue is dark or otherwise without publicly scheduled programming;

3. Average attendance and utilization relative to venue capacity;

4. The commercial and cultural prominence of the acts being booked;

5. The percentage of events likely to attract visitors from outside the immediate Los Angeles market rather than simply redistribute existing regional entertainment spending;

6. The amount of hotel-room demand, restaurant spending, retail activity and other measurable economic activity generated by those events;

7. The number of full-time jobs created at the venue as distinguished from temporary event staffing;

8. Whether comparable Goldenvoice venues function as genuine year-round economic anchors for their surrounding districts; and

9. How those results compare with alternative concepts for the Civic property capable of generating economic activity throughout the week and throughout the year.

A review of the actual calendars of comparable venues is particularly important. The Council should see for itself whether those facilities are consistently hosting nationally or internationally significant programming or whether their calendars consist of relatively scattered performances, including many acts with limited ability to independently generate tourism, hotel stays, international visitation or substantial downtown economic activity.

This is not intended as criticism of those artists. Smaller and emerging artists are an important part of Southern California's cultural ecosystem, and there is unquestionably a place for venues that serve them.

The issue is whether Santa Monica should leverage the future of one of its most important public properties — and potentially a significant component of the future of Downtown Santa Monica — on that particular economic model.

The opportunity cost associated with committing that asset to a predominantly concert-oriented use therefore deserves rigorous analysis.

The City should specifically compare the anticipated annual economic impact of an AEG/Goldenvoice concert venue against alternative uses that could potentially attract conventions, corporate meetings, international conferences, exhibitions, trade events, cultural programming and other activities capable of producing multi-day hotel stays and sustained visitor spending.

If the City intends to conclude that a Goldenvoice music venue represents the best future for the Civic, that conclusion should be supported by measurable evidence rather than the strength or familiarity of the AEG/Goldenvoice brand.

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Packet Pg. 1149 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 18 Santa Monica should evaluate the actual performance of the model being proposed, not merely the reputation of the company proposing it.

Accordingly, before granting AEG/Goldenvoice exclusive negotiating rights, I respectfully request that the City publicly identify the comparable Goldenvoice venues it has analyzed, provide their recent programming and utilization data to the extent available, and explain why that operating model is expected to produce sufficient economic benefits to justify its selection over competing visions for the Civic Auditorium property.

The fundamental economic-development question for the Council is straightforward:

Does Santa Monica want to commit one of its most valuable public assets, and potentially leverage a significant part of Downtown Santa Monica's economic future, on an intermittently programmed regional concert venue without first determining whether a more intensive, internationally oriented, year-round use of the Civic property could produce substantially greater economic benefits for residents, businesses and the City itself?

7. Requested Action
Before the City Council votes on an ENA with AEG/Goldenvoice, I respectfully request that the City:

1. Postpone any vote granting exclusive negotiating rights until these procedural and disclosure questions have been publicly addressed.

2. Obtain a written opinion or public explanation from the City Attorney identifying the City's legal authority to award an ENA to AEG/Goldenvoice without conducting a new LOI, RFP, RFQ, or comparable competitive process.

3. Identify whether Santa Monica Municipal Code Chapter 2.24 and the City's Procurement Policy apply to the proposed ENA or contemplated transaction and, if not, explain why.

4. Identify any exception to competitive bidding or selection upon which the City intends to rely.

5. Review Goldenvoice's Oaks Initiative Disclosure Form in light of its existing agreement with the City for the use of Santa Monica beach property and determine whether the disclosure is complete and compliant with City Charter Article XXII.

6. Require a corrected or supplemental Oaks Initiative disclosure before Council action if the existing disclosure is incomplete.

7. Consider opening a new, publicly noticed LOI/RFP process for the Civic Auditorium so that AEG/Goldenvoice, prior respondents, and any new qualified parties can compete on equal terms.

Conclusion
The issue is not whether AEG or Goldenvoice is qualified to submit a proposal for the Santa Monica Civic Auditorium. They plainly should be free to do so.

The issue is whether they should be granted exclusive negotiating rights without first competing in an open process available to other qualified parties.

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Packet Pg. 1150 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 19 in favor of an entity that did not participate in the original solicitation and that already maintains a substantial financial relationship with the City, the public deserves a clear explanation of the legal authority and public-policy justification for doing so.

The Civic Auditorium is a public asset. Decisions concerning its long-term future should be made through a process that is transparent, competitive, impartial and beyond reasonable questions of preferential treatment.

I respectfully request that these matters be placed into the public record and addressed before the Council takes any action on an AEG/Goldenvoice ENA.

Sincerely,
Joseph DiRosa
Seedlings Inc.

Santa Monica Global Conference Center Exploration Committee Sincerely,
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
www.seedlings.vc
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Packet Pg. 1151 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 1 David Yakobson
From: [email protected]
Sent: Monday, August 10, 2026 12:06 AM
To: Heidi von Tongeln; Attorney Mailbox; Econdevel Mailbox; Planning; Leslie Lambert; Peer Chacko; Jacob Wasserman; councilmtgitems; Jennifer Taylor; Oliver Chi; Lana Negrete; Dan Hall; Ellis Raskin; Caroline Torosis; Jesse Zwick; Natalya Zernitskaya; Barry Snell Cc: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected] Subject: Pritzker Prize - Designed Projects Deliver Extraordinary Value!! 3x More Likely To Receive Public Funding!

EXTERNAL
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Packet Pg. 1152 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 2 Item 11-C
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Packet Pg. 1153 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 3 Sincerely,
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
www.seedlings.vc
On Aug 9, 2026, at 6:35 PM, [email protected] wrote:

August 9, 2026
Via Email and Public Comment
Mayor Caroline Torosis
Members of the Santa Monica City Council
City Manager
City Attorney
City Clerk
City of Santa Monica
1685 Main Street
Santa Monica, CA 90401
Re: Request for Legal Review and Public Explanation Before Any Vote on an Exclusive Negotiating Agreement with AEG/Goldenvoice for the Santa Monica Civic Auditorium Dear Mayor Torosis, Members of the City Council, City Manager, City Attorney, and City Clerk:

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Packet Pg. 1154 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 4 I respectfully request that the City Attorney publicly address these issues before the City Council takes any action granting exclusive negotiating rights over this extraordinarily important public property.

1. No New Open LOI or RFP Process Has Been Conducted
The City previously established a public and competitive process for the Civic Auditorium.

In late 2023 and early 2024, the City publicly solicited Letters of Interest from parties interested in redeveloping the Civic. The City's own public statements confirm that four firms submitted proposals through that process. The City Council ultimately selected Revitalization Partners Group (“RPG”) from those respondents and authorized negotiations with RPG.

AEG/Goldenvoice was not, to my knowledge, one of the four entities that submitted a proposal through that competitive process.

This raises an obvious question:

On what legal and procedural basis can the City now award exclusive negotiating rights to a company that did not participate in the City's previous competitive solicitation without first providing other interested parties an equivalent opportunity to submit proposals?
This question is particularly important because circumstances surrounding the Civic have materially changed since the 2024 solicitation. If the City believes that a new proposal from AEG/Goldenvoice deserves consideration, then basic principles of transparency, competition and fairness would appear to favor reopening the opportunity to all qualified parties rather than selecting one party through private negotiations.

2. Santa Monica Municipal Code Chapter 2.24 and Competitive Selection Santa Monica Municipal Code Chapter 2.24 establishes the City's purchasing and procurement framework.

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Packet Pg. 1155 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 5 Section 2.24.100 further provides for competitive bidding and establishes criteria for determining the best bidder or best-qualified person or firm for contractual services and other agreements.

I recognize that there may be distinctions between an ENA, a procurement contract, and a disposition or ground lease of City real property, and that exceptions to competitive procedures may exist.

That is precisely why I believe the City Attorney should provide a public legal explanation before the Council votes.

Specifically:

Does Chapter 2.24 apply to the proposed AEG/Goldenvoice ENA or any transaction contemplated by that ENA?
If it does, what competitive process satisfies Chapter 2.24? If it does not, what provision of the Municipal Code, City Charter, Procurement Policy, or other applicable law permits the City to bypass a new competitive process and confer exclusive negotiating rights upon AEG/Goldenvoice?
And if the City is relying upon an exception to competitive selection, the City should identify that exception publicly and explain the factual basis for invoking it.

The public should not have to speculate about the City's authority for granting exclusivity over one of Santa Monica's most significant publicly owned properties.

3. The City's Own 2024 Process Demonstrates the Importance of Open Competition
The City's handling of the Civic in 2024 provides a useful benchmark.

The City publicly announced the opportunity, established qualifications, provided a deadline, received four proposals, evaluated the respondents and selected a party for exclusive negotiations.

That process provided notice to the marketplace and an opportunity for competing concepts to be considered.

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Packet Pg. 1156 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 6 The City cannot know whether AEG/Goldenvoice represents the best available opportunity for Santa Monica unless the marketplace is given an opportunity to respond.

Goldenvoice already has a significant contractual relationship with the City involving the use of Santa Monica State Beach and related City-controlled property for the Ocean Way Festival.

The City's own Oaks Initiative materials state that a “public benefit” includes the purchase, sale or lease of real property to or from the City exceeding $25,000 during a twelve-month period.

I have reviewed an Oaks Initiative Disclosure Form prepared by Melissa Ormond on behalf of Goldenvoice that appears not to disclose this existing relationship in the manner contemplated by the form.

5. Appearance of Preferential Treatment Should Be Avoided There is also a broader public-confidence issue.

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Packet Pg. 1157 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 7 Even if City staff believes this procedure is legally permissible, the combination of circumstances creates a reasonable public question about whether Goldenvoice is receiving preferential access to City opportunities.

An open competitive process would substantially eliminate that concern.

It would also protect the City Council by establishing an objective record demonstrating that the proposal ultimately selected represents the best available opportunity for Santa Monica.

6. The City Should Independently Evaluate Goldenvoice's Comparable Indoor Venue Programming and Its Ability to Drive Downtown Economic Activity
Separate and apart from the legal and procedural questions described above, the City Council should undertake basic commercial due diligence before determining that an AEG/Goldenvoice-operated music venue represents the highest and best long-term use of the Civic Auditorium.

The relevant question should not simply be whether Goldenvoice is capable of booking and operating a music venue. Clearly it is. The much more important question for Santa Monica is:

What level, frequency, and quality of programming is actually occurring at Goldenvoice's comparable venues, and is that programming sufficient to justify making such a venue a cornerstone of Santa Monica's downtown economicdevelopment strategy for the coming decades? The Council should examine, at minimum:

1. The number of ticketed events per year at comparable Goldenvoice venues;

2. The number of days each venue is dark or otherwise without publicly scheduled programming;

3. Average attendance and utilization relative to venue capacity;

4. The commercial and cultural prominence of the acts being booked;

5. The percentage of events likely to attract visitors from outside the immediate Los Angeles market rather than simply redistribute existing regional entertainment spending;

6. The amount of hotel-room demand, restaurant spending, retail activity and other measurable economic activity generated by those events;

7. The number of full-time jobs created at the venue as distinguished from temporary event staffing;

8. Whether comparable Goldenvoice venues function as genuine year-round economic anchors for their surrounding districts; and
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Packet Pg. 1158 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 8 9. How those results compare with alternative concepts for the Civic property capable of generating economic activity throughout the week and throughout the year.

The Civic is not merely an entertainment venue. It is approximately ten acres of strategically located publicly owned land near Downtown Santa Monica, the beach, hotels, restaurants and regional transit. The opportunity cost associated with committing that asset to a predominantly concert-oriented use therefore deserves rigorous analysis.

Santa Monica should evaluate the actual performance of the model being proposed, not merely the reputation of the company proposing it.

The fundamental economic-development question for the Council is straightforward:

Does Santa Monica want to commit one of its most valuable public assets, and potentially leverage a significant part of Downtown Santa Monica's economic future, on an intermittently programmed regional concert venue without first determining whether a more intensive, internationally oriented, year-round use of the Civic Item 11-C
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Packet Pg. 1159 Attachment: Written Comments [Revision 1] (7857 : Civic Auditorium ENA) 9 property could produce substantially greater economic benefits for residents, businesses and the City itself?