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HomeMy WebLinkAboutItem 6e. San Luis Obispo Museum of Art Lease Amendment and Community Partnership Agreement Item 6e Department: Administration Cost Center: 1001 For Agenda of: 7/20/2021 Placement: Consent Estimated Time: N/A FROM: Greg Hermann, Deputy City Manager Greg Avakian, Parks & Recreation Director Prepared By: Robert Hill, Sustainability & Natural Resources Official Lindsey Stephenson, Recreation Manager SUBJECT: SAN LUIS OBISPO MUSEUM OF ART – LEASE AMENDMENT AND COMMUNITY PARTNERSHIP AGREEMENT RECOMMENDATION Approve a Lease Amendment and Community Partnership Agreement between the City of San Luis Obispo and the San Luis Obispo Museum of Art, in a final form to the satisfaction of the City Attorney. DISCUSSION Background The City of San Luis Obispo enjoys a long-standing public / private partnership with the San Luis Obispo Museum of Art (SLOMA) that stretches back over 50 years. While the relationship and nature of the partnership has supported a wide variety of activities and initiatives in support of the visual arts, a core element has been the City’s lease of a portion of real property at the corne r of Monterey Street and Broad Street tangent to Mission Plaza where the museum facility itself is located. This report seeks approval of a lease amendment (Attachment A) in order to allow SLOMA the near-term ability to implement renovations and improvements to the existing structure while they continue to assess their longer-term facility needs that can be accomplished in the future with the design of a new facility. The City’s Parks and Recreation Department also proposes to enter into a Community Partnership Agreement (Attachment B) with SLOMA for the purpose of building capacity and expertise in the administration of the City’s Public Art Program over the course of an initial two-year term. Identified projects include: 1) Downtown Public Art Installations, 2) Roundabout Public Art Installations, and 3) Neighborhood Greenway Installations. Concurrently, in furtherance of its recent efforts to advance public art, as well as to draw more patrons and visitors into the museum, SLOMA desires to utilize a portion of the lawn area located to the northeast between the museum and Mission Plaza through rotating installations of outdoor sculpture; the Community Partnership Agreement allo ws and sets forth parameters for the shared use of the space for this purpose. Page 855 of 1183 Item 6e Previous Council Action On February 20, 1967, the City Council adopted Resolution No. 367 (1967 Series) in order to allow for the lease of a portion of Mission Plaza to be used for the purposes of operating a museum structure addressed at 1010 Broad Street within a defined premises that is further identified in that 1967 Lease Agreement. On February 18, 2010, the City entered into an updated Lease Agreement with SLOMA (formerly the San Luis Obispo Art Center and prior to that the San Luis Obispo Art Association) to include terms and provisions to extend the lease term until 2065, specify operational hours and procedures, and construct a new facility on the premises on o r before 2025. Policy Context The City’s Financial Management Manual (Section 475-C) allows for long-term leases of City property, as well as provisions for leases to non -profit organizations, where there is a clear link between the proposal and accomplis hment of significant City goals, plans or policies and where the proposal has a clear and measurable community benefit. Staff and prior Councils have considered supporting the visual arts to be in the public interest in accordance with this policy framework. The recommended actions are also in accordance with the City's goals for the “Arts and Cultural District” concept that is one of the hallmarks of the Downtown Concept Plan and are in furtherance of the City’s long-standing Public Art Program. Lastly, entering into a community partnership to implement the City’s public art objectives is a key strategy in the Public Art Master Plan.1 Public Engagement The proposed Lease Amendment and Community Partnership Agreement are considered matters of routine City business. However, prior to installation, any and all public art shall be considered and reviewed in accordance with the City’s Public Art Policies and Procedures Manual and the public art jury process described therein. CONCURRENCE The City’s Public Works Parks Maintenance staff have been briefed on the provision for shared use of the lawn area adjacent to the museum and have indicated their support . ENVIRONMENTAL REVIEW Entering into the Lease Amendment and Community Partnership Agreement with SLOMA is not considered a project under CEQA Guidelines. 1 San Luis Obispo Public Art Master Plan: Page 29 “EXPLORE DIFFERENT STAFFING AND COMMUNITY PARTNERSHIP-MODELS: Different models to manage this program should be explored from staffing opportunities to expanded community partnerships”. Page 856 of 1183 Item 6e FISCAL IMPACT Budgeted: No Budget Year: 2021-22 Funding Identified: No Fiscal Analysis: Funding Sources Total Budget Available Current Funding Request Remaining Balance Annual Ongoing Cost General Fund State Federal Public Art Fees $468,039 $120,000 $348,039 N/A Other: Total $468,039 $120,000 $348,039 N/A The Community Partnership Agreement provides for funding in the amount of $60,000 annually, or $120,000 total for the two-year term, to SLOMA as compensation for the administration of the public art program and the duties and obligations described therein. Entering into the Lease Amendment and Community Partnership Agreement with SLOMA has very modest fiscal implications in and of itself. It will require only modest staff time from City Administration and the Parks and Recreation Department to oversee the agreements. SLOMA’s lease will continue to be at $1.00 per year, consistent with other non-profit community partnerships and the City’s Financial Management Manual (Section 475). ALTERNATIVES 1. Approve the Lease Amendment and/or the Community Partnership with changes. 2. Deny the Lease Amendment and/or the Community Partnership Agreement, although this is not recommended given the Council’s goals for public art and the “Arts and Culture District.” 3. Continue the item with specific direction to staff to provide more information or make changes, or if more discussion time is required before taking action. ATTACHMENTS A – Draft Lease Agreement Amendment No. 1 – San Luis Obispo Museum of Art B – Draft Community Partnership Agreement – San Luis Obispo Museum of Art Page 857 of 1183 Page 858 of 1183 1 LEASE AGREEMENT AMENDMENT NO. 1 BETWEEN THE CITY OF SAN LUIS OBISPO AND THE SAN LUIS OBISPO MUSEUM OF ART This Lease Agreement Amendment No. 1 is entered into on ______________________, by and between the City of San Luis Obispo (the "City") and San Luis Obispo Museum of Art (formerly known as the San Luis Obispo Art Center and, previously, as the San Luis Obispo Art Association), a California non-profit corporation ("SLOMA"). RECITALS A. The City owns certain real property within City limits, commonly known as Mission Plaza and identified as San Luis Obispo County Assessor Parcel No. 002-423-006. B. The City Council of the City of San Luis Obispo adopted Resolution No. 367 (1967 Series) in order to allow for the lease of a portion of Mission Plaza to be used for the purposes of operating a museum structure addressed at 1010 Broad Street within a defined premises that is further identified in that 1967 Lease Agreement. C. On February 18, 2010, the City entered into an updated Lease Agreement (the “2010 Lease”) with SLOMA (formerly the San Luis Obispo Art Center and prior to that the San Luis Obispo Art Association) to include terms and provisions to extend the lease term until 2065, specify operational hours and procedures, and construct a new facility on the premises on or before 2025. D. SLOMA is a non-profit corporation whose current mission statement is “To provide and promote diverse visual arts experiences for people of all ages and backgrounds through exhibition, education, creation and collaboration; and preserve the Museum’s permanent collection as an artistic legacy of the California Central Coast.” E. In order for SLOMA to effectively plan for and implement its mission, and for CITY and SLOMA to effectively work together in furtherance of shared goals and objectives to promote the visual arts, and in particular public art, CITY and SLOMA desire to further amend the 2010 Lease, as set forth below. AGREEMENT 1. The 2010 Lease is hereby incorporated by reference. 2. Paragraphs 11 and 12 of the 2010 Lease, and the fifth, sixth, seventh and eighth introductory recitals of the 2010 Lease related to the construction of a new facility on the premises, are null and void and shall no longer be in effect. 3. Paragraph 13 shown in the 2010 Lease shall be modified as follows: Termination of Lease by City. The City reserves the right to terminate this Agreement by notifying SLOMA the Art Center in writing at least six months prior to termination should the Page 859 of 1183 2 City need the property for official City business. Additionally, should the Art Center be unable to complete the proposed construction, the lease may be terminated, and, at the City's o ption, all improvements will become the property of the City or the site shall be delivered free and clear of all Improvements. In the event of early termination of this Agreement by the City after completion of the construction, the City shall have the option to buy out improvements at the proportional rate of 90% of actual construction costs if cancellation is within the first ten (10) years, 70% between ten (10) and twenty (20) years, 50% between twenty (20) and forty (40) years and nothing thereafter. The above "buyout" provisions shall be in lieu of any other compensation including, but not limited to, relocation assistance. 4. Future Improvements. CITY understands and recognizes that SLOMA may desire to pursue and implement certain repairs, improvements, or modifications to the existing museum structure, provided that any such work shall be completed in accordance with approved planning and / or building entitlements from CITY and shall be at SLOMA’s sole expense. CITY further understands that SLOMA may desire to begin planning and design of a new museum facility, which would give rise to consideration of a contemporaneous lease amendment prior to any future construction. 5. Community Partnership Agreement. CITY and SLOMA will enter into a Community Partnership Agreement, attached hereto and incorporated by reference, in order for SLOMA to provide certain services related to administration of CITY’s public art program, as well as to set forth provisions for the shared use of adjacent premises owned by CITY, as further described therein. The Community Partnership Agreement may be amended or updated from time to time, as may be agreed to by CITY and SLOMA, without further amendments to the 2010 Lease. 6. Facility Rental. SLOMA shall have the right to rent the existing facility or portions thereof to third parties in accordance with its existing rental program and published Facility Rental Request Form, provided that such revenue shall be used in furtherance of SLOMA’s non-profit mission and the purposes of the 2010 Lease and this Amendment No. 1. 7. Except as specifically modified by this Amendment No. 1, all other terms and conditions of the 2010 Lease shall remain in full force and effect. Page 860 of 1183 3 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first written above. CITY OF SAN LUIS OBISPO _________________________________ Mayor Heidi Harmon ATTEST: ____________________________ Teresa Purrington, City Clerk APPROVED: ____________________________ Derek Johnson, City Manager Approved to as form: ____________________________ J. Christine Dietrick, City Attorney SAN LUIS OBISPO MUSEUM OF ART, a California non-profit corporation __________________________ Charles Feltman, Board President ___________________________ Todd Peterson, Treasurer Page 861 of 1183 Page 862 of 1183 COMMUNITY PARTNERSHIP AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND THE SAN LUIS OBISPO MUSEUM OF ART This COMMUNITY PARTNERSHIP AGREEMENT, hereinafter referred to as the Agreement, is made and entered into in the City of San Luis Obispo on ___________________________ by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as CITY, and THE SAN LUIS OBISPO MUSEUM OF ART, a California non-profit organization, hereinafter referred to as SLOMA. WITNESSETH: WHEREAS, the CITY and SLOMA desire to continue to encourage public art that respects our past and embraces the future in a collaborative fashion; and WHEREAS, the CITY desires to maintain a mutually beneficial relationship between the CITY and SLOMA as a way to continue to enhance the sense of place and community for residents through the proliferation of public art and education thereof; and WHEREAS, the CITY has determined that partnerships with community organizations to provide shared services to the community are of great benefit and SLOMA has expressed a willingness to continue these shared services, in partnership and in cooperation with the CITY; WHEREAS, SLOMA is uniquely qualified to provide the services contemplated under this Agreement due to its intimate knowledge of art, unique connection to the arts community, and its long experience producing and providing cultural art exhibits for the benefit of the community. WHEREAS, SLOMA currently leases certain premises from the City loc ated at 1010 Broad Street, which constitutes a portion of certain real property owned by the City within City limits, commonly known as Mission Plaza and identified as San Luis Obispo County Assessor Parcel No. 002 -423-006, as per Lease Agreement No. 1 and the 2010 Lease Agreement incorporated therein. In furtherance of CITY and SLOMA’s common goals and objectives for public art and education, as describe d herein, CITY also desires to allow for shared use by SLOMA of the lawn area located immediately to the northeast of SLOMA’s existing leased Premises as shown on Exhibit A attached to this Agreement. NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be for two (2) years from July 21, 2021 to July 21, 2023. 2. FINANCIAL MANAGEMENT. The CITY and SLOMA agree to a series of terms as outlined below to share in the financial costs associated with public art. 2.1 PAYMENT TO SLOMA FOR PUBLIC ART SERVICES. The CITY shall compensate SLOMA $60,000 annually, for a total of $120,000, during this the two-year term of this Agreement. A. SLOMA shall invoice the CITY once per year of this Agreement for these costs by no later than August 1 each year of this Agreement. B. The CITY shall remit payment to SLOMA within thirty (30) days from the date of receipt by CITY of an invoice from SLOMA. 3. PUBLIC ART ROLES AND RESPONSIBILITIES. The City of San Luis Obispo Parks and Recreation Director may authorize periodic modifications, within the scope of his/her financial and/or operational authority, to the Roles and Responsibilities as he/she may deem necessary or appropriate to the partnership between the CITY and SLOMA. Any amendment or modifications to the Roles and Responsibilities shall be in writing and may only be made with the mutual consent of both parties. Page 863 of 1183 COMMUNITY PARTNERSHIP AGREEMENT – CITY AND SLOMA Page 2 A. SCOPE OF SERVICES i. Both parties agree to collaborate on the public art program projects as outlined in the obligations set forth below. ii. The CITY Public Art Manager and SLOMA staff will meet monthly during the two (2) year term of this Agreement to review the specific public art projects outlined in SLOMA obligations, including marketing and promotion efforts. B. CITY OBLIGATIONS i. The CITY will provide access and training to SLOMA relative to the CITY’s Public Art Policies and Procedures Manual. ii. The CITY Public Art Manager will continue to manage the Utility Box Art Program. iii. The CITY Public Art Manager will continue to address maintenance needs of the public art program for the current collection of artwork. iv. The CITY Public Art Manager will continue to manage the private development public art program. v. The CITY Public Art Manager will set monthly reoccurring meetings with SLOMA Staff during the two (2) year term. vi. In accordance with paragraph 2 of this Agreement, the CITY shall remit annual payments to SLOMA during the two (2) year term of this Agreement. vii. The CITY will work with SLOMA on payment to selected Artists upon satisfactory completion of work and receipt of a request for payment; through the Public Art Fund. viii. The City will continue to hold and manage the Public Art Fund in its sole discretion. C. SLOMA OBLIGATIONS i. SLOMA will provide all coordination of public art for the CITY during the two-year term of this Agreement. Projects projects shall include: a) Downtown Public Art Installations: This project focuses on public art installations in the downtown and creative placemaking public art, including murals and temporary public art installations; b) Roundabout Public Art Installations: This project is to initiate planning for installation of public art within current or planned City roundabouts. c) “Anholm Neighborhood Greenway” Project: This project is to focus on the Chorro Street underpass and concept plans for the greenway. The final project and branding will be changing as part of the final design. ii. SLOMA public art project coordination process shall include the following: a) Coordinate and facilitate solicitation of the Request for Proposals / Call for Artists for each project. b) Appoint art jury for each project; coordinate and facilitate jury process. c) Serve as Public Art project liaison between selected Artist s and CITY. d) Final coordination of project approvals through CITY Advisory Bodies and CITY COUNCIL, as may be required. e) Secure planning/building permits, as may be required, and works with artist to fabricate artwork. f) Coordinate with CITY payment schedule to selected Artist. g) Install approved artwork. iii. SLOMA will provide project updates each month during CITY and SLOMA monthly meetings. 4. SHARED USE OF ADJACENT CITY PREMISES. In furtherance of CITY and SLOMA’s common goals and objectives for public art and education, as described above, CITY also desires to allow SLOMA shared use of the lawn area located immediately to the northeast of SLOMA’s existing leased Premises as shown on Exhibit A which is attached hereto and is incorporated herein by reference (the “Shared Use Area”). During the term of this Agreement, SLOMA shall be permitted to install public art exhibits such as sculpture or other art mediums appropriate for an outdoor environment, as well as conduct outdoor educational activities, on the Shared Use Area at such times and on such conditions as approved by the CITY. Any such outdoor public art exhibits shall be subject to the Public Art Policies and Procedures Manual, including the Page 864 of 1183 COMMUNITY PARTNERSHIP AGREEMENT – CITY AND SLOMA Page 3 applicable obligations described in paragraph 3(C)(ii), above, including conducting the public art jury process and ensuring all planning and building permits are in place as may be required. Any educational activities or events shall be subject to the standard terms and conditions that would otherwise be applicable with a temporary special events permit issued by City’s Parks and Recreation Department. CITY shall be responsible for normal and customary maintenance and upkeep of the Shared Use Area (e.g. mowing, irrigation, etc.). SLOMA shall be responsible for maintenance, security, special insurance provisions, and any and all costs whatsoever associated with activities and events that occur under the direction of SLOMA within the Shared Use Area, and with the installation of outdoor art exhibits or sculpture that SLOMA may place within the Shared Use Area. 5. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral agreement, understanding or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding or representation be binding upon the parties hereto. 6. AGREEMENT TERMINATION. Either party may terminate this Agreement for convenience provided that thirty (30) days written notice is given to the other party. The Agreement may be terminated by either party for cause, provided that written notice has been given to the other party, stating the reasons for the intended termination and providing the other party with at least ten (10) days to cure any alleged breach. If the party receiving notice fails or refuses to cure the alleged breach within ten (10) days or such longer period as is specified within the written notice, or to make substantial progress toward cure to the satisfaction of the party demanding cure, this Agreement may be terminated thirty (30) days after receipt of the notice as specified herein. 7. AGREEMENT AMENDMENTS. Any amendment, modification or variation from the terms of this Agreement shall be presented in writing by the City’s Parks and Recreation Director and SLOMA Executive Director to the City Manager or his/her designee and shall be effective only upon final approval by the City Manager or his/her designee. 8. INSURANCE AND LIABILITY. SLOMA’s insurance and liability requirements shall be the same as per Lease Agreement No. 1 and the 2010 Lease Agreement, incorporated therein, as shown under Paragraph 20. 9. HOLD HARMLESS AND INDEMNIFICATION. SLOMA shall defend, indemnify, and hold the CITY and its elected officials, officers, employees and free and harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to CITY employees, agents, officers or volunteers, which arise from or are connected with or are caused or c laimed to be caused by any acts or omissions of SLOMA, and/or its agents, officers, employees or volunteers, in performing its responsibilities hereunder, including all expenses of investigating and defending against same; provided, however, that SLOMA’s duty to defend, indemnify and hold harmless shall not include any claims or liability arising from the sole active negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers 10. NOTICE. All written notices to the parties hereto shall be sent by United States Postal Service, postage prepaid, by registered or certified mail addressed as follows: CITY: Parks & Recreation Director City of San Luis Obispo 1341 Nipomo St. San Luis Obispo, CA 93401 SLOMA: Executive Director San Luis Obispo Museum of Art 1010 Broad Street San Luis Obispo, CA 93401 Page 865 of 1183 COMMUNITY PARTNERSHIP AGREEMENT – CITY AND SLOMA Page 4 11. AUTHORITY TO EXECUTE AGREEMENT. CITY and SLOMA each covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ATTEST: CITY OF SAN LUIS OBISPO ________________________________ By:________________________________ Teresa Purrington Mayor Heidi Harmon City Clerk APPROVED AS TO FORM: SAN LUIS OBISPO MUSEUM OF ART By:_________________________________ J. Christine Dietrick Leann Standish City Attorney Executive Director Page 866 of 1183 COMMUNITY PARTNERSHIP AGREEMENT – CITY AND SLOMA Page 5 EXHIBIT A SHARED USE AREA Page 867 of 1183 Page 868 of 1183