Loading...
HomeMy WebLinkAboutOperating Agreement Cohan CenterA-51-93-CC OPERATING AGREEMENT for the Christopher Cohan Center This agreement is made and entered into this 31st day of March, 1993, and amended on April 15, 2002, by and among the Foundation for the Performing Arts Center, a California non-profit public benefit corporation ("FPAC"), the City of San Luis Obispo, California (the "City") and the State of California acting through the Trustees of the California State University (the "Trustees") on behalf of California Polytechnic State University, San Luis Obispo (the "University") to provide for the operation and governance of the Performing Arts Center (the "Center") which the Trustees, the University, the City and FPAC (collectively, the "Parties") have built. Statement of Facts and Purposes On December 5, 1989, the Parties entered into a Development Agreement, Performing Arts Center (the "Development Agreement"). The Development Agreement called for the Parties to enter into an Agreement for the operation of the Center, consistent with the Development Agreement. The Parties intend that this Operating Agreement be in satisfaction of the agreement called for in the Development Agreement. It is the intent of the Parties that the Center be operated cooperatively for the mutual benefit of the University and the people of San Luis Obispo County, on a permanent basis. Section 1 — Center Mission and Policies 1.01. The Mission. The Parties agree to operate the Center as a host facility where a broad mix of community and University nonprofit organizations and commercial producers will present a diverse array of events. The Parties intend to accomplish this through a Manager (as hereafter defined) and a professional staff, and through the Central Coast Performing Arts Center Commission, all as more specifically provided in Section 2. The Parties agree that neither the Commission nor the Manager of the Center will produce, sponsor or otherwise take financial responsibility for any event or performance in the Center or elsewhere without the unanimous agreement of the University, the City and FPAC. 1.02. Policies on Use and Access. Center policies shall be developed and implemented by the Commission for use of and access to both interior spaces and exterior spaces of the Center. As used in this Agreement, exterior spaces means plazas and courtyards constructed as part of the Center. Such policies shall be consistent with the Parties' intent that the Center be available to a diverse group of users. The Manager, the Commission and the Parties shall respect the artistic and the other rights of expression of users of the Center. Section 2 — Center Governance and Management 2.01. The Central Coast Performina Arts Center Commission. In consideration for the non -state funding provided by the City and FPAC for the Center, the Parties agree that the City, FPAC and the University shall create a nonprofit public benefit corporation. The purpose of the corporation shall be to advise the University and the manager on operating policies, scheduling, and maintenance policies. The 2 Commission, with concurrence of the University President shall adopt the operating budget and budget amendments. 2.01.1 Name. The nonprofit public benefit corporation formed by the Parties shall be known as the Central Coast Performing Arts Center Commission (the "Commission") 2.01.2 Board of Directors. The Commission shall be governed by a board of directors consisting of nine persons (the "Board"). 2.01.3 Membership. The Commission shall have no members, as provided in California Corporations Code Section 5310. 2.01.4 Powers and Responsibilities of the Commission. The Commission shall be advisory to the University and the Manager of the Center as to operating policies, scheduling, and maintenance policies. The commission, with concurrence of the University President, shall adopt the operating budget and budget amendments of the Center all as set forth herein. 2.01.5 Selection of Directors. The President of the University shall appoint five directors and five alternates. The City shall appoint two directors and two alternates. FPAC shall appoint two directors and two alternates. 2.01.6 Compensation of Directors. No director shall be compensated for services as such, except that directors may be reimbursed for actual expenses incurred as permitted by California Corporations Code Section 5231.5, and approved by the Board. 2.01.7 Terms of Office. Directors shall be appointed for a three-year term. Initial directors shall be appointed before the organizational meeting of directors. At the organizational meeting, directors shall decide by lot which three among them N shall serve initial three-year terms, and which three shall serve initial one-year terms. A Director may be removed at any time without cause by the agency which appointed him or her. 2.01.8 Quorum. A quorum shall consist of five members of the Board, including at least one representative from each of the three Parties. 2.01.9 Officers. The Board shall select one of its members as Chair and one as Secretary to serve at the pleasure of the Board. 2.01.10 Votinq. All actions of the Board other than adoption of a budget or changes to a budget require the approval of five (5) members, with at least one vote from each of the Parties. Adoption of a budget or changes to a budget require the approval of seven (7) members with at least one vote from each of the Parties. 2.01.11 Regular Meetings. The Board shall hold regular meetings, on a schedule to be agreed upon by the members; but, in any event, not less often than every three months. 2.01.12 Special Meetings. Special meetings may be called by the Chair or by any two members. 2.01.13 Public Meetinas. If the Commission seeks and is granted status as a recognized auxiliary organization pursuant to Education Code Section 89900 et seq., its meetings shall be conducted in accordance with California Education Code Section 89920 et seq. All meetings shall be held in the Center unless some other meeting place providing convenient public accessibility is specified in the notice of meeting. 2.01.14 Bylaws. The Board shall, from time to time, adopt such bylaws, rules and policies not inconsistent with this Operating Agreement and the Development Agreement as it determines to be best suited to the internal operation of the Commission and its advisory role to the Manager of the Center and the President of the University. Proposed bylaws and proposed bylaw amendments shall be submitted to each of the three Parties for review and comment, all in a timely manner. 2.02. Management. All aspects of the management and operation of the Center (including both interior and exterior spaces, furnishings and equipment) shall be the responsibility of a Manager. The Manager shall be a person qualified to perform the duties required to fulfill the Mission of the Center. Qualifications of the Manager shall include, but not be limited to professional training, experience and the personal traits necessary to work together effectively with a diverse group of University and community groups and individuals. The Parties intend that the Manager not be a presenter of events or an impresario, whether individually, on behalf of the Commission or otherwise. The Manager shall not otherwise be employed as a presenter of events, whether by the University or any other entity. Rather, the Manager shall see to the wise use of the Center for the ultimate benefit of both the University community and the people of the City of San Luis Obispo and San Luis Obispo County. Prior to hiring a Manager, the Commission and the President of the University shall adopt a detailed job description for the Manager. The Manager shall be an employee of the University or a University auxiliary organization, as the President of the University shall determine. Early each year, following guidelines established by the President of the University in consultation with the Commission, the Commission will review the past year's operations, including an assessment of the Manager's performance. The employer of the Manager (University or the University Auxiliary) shall be responsible for insuring that the Manager operates within this Agreement and budgets 5 and policies of the Center adopted by the Parties or the Commission, as provided in this agreement. The Commission shall advise the President in the selection of the Manager. The Manager shall be responsible to and serve at the pleasure of the University President, and shall serve as liaison to the Commission on broad policy matters. The Manager shall be responsible for all administrative and operating matters. The President shall consult with the Commission in the review of the Manager and prior to terminating the Manager. 2.03. Other Center Staff. The balance of the operating staff of the Center will be employees of the University or a University auxiliary. The Commission shall reimburse the University and the University auxiliary as appropriate each year, in the amount set forth in the final approved Center budget, for compensation and benefits for the Manager and operating staff of the Center, consistent with Section 3 of this Agreement and the Development Agreement. The Parties contemplate that the Commission will contract for its support services with the California Polytechnic State University Foundation, or some other entity suitable to the Commission and the University President, for its administrative and support services. The Manager shall be responsible for the appropriate use and operation of the Center, and for the hiring, training, retention, control and, as needed, the discipline and termination of Center employees reporting to the Manager. The Manager will report to the University President and inform the Commission on these matters. C Section 3 — Center Fiscal Matters 3.01. Financinq of Center Operations. The assessments to cover the budget requirements of the Center shall be shared by the Parties as follows: two-thirds (2/3) assessed to the University, one -sixth (1/6) to the Foundation for the Performing Arts Center and one -sixth (1/6) to the City of San Luis Obispo. The assessment requirement is calculated as the sum of the Center budget for operations and reserves less revenue derived from operations. The operating costs shall include, but not be limited to, management and staff compensation, insurance, contracts for services, supplies and equipment, interest expense, routine maintenance and utilities. Reserves shall include, but not be limited to, operations, major maintenance, and repair and replacement. Center operation revenue shall include rent, concession commissions, endorsement income, royalties, endowment income, interest income and other revenue items as agreed by the Parties. 3.02. University Support and Maintenance. The University will provide the Center with utilities, building maintenance, grounds maintenance and custodial services consistent with state criteria. The University's maintenance staff will consult and cooperate with the Manager as to maintenance and service needs and scheduling occasioned by the Center's schedule and uses. Costs associated with these items will be included in the operating costs of the Center and shared by the Parties per section 3.01 above. 3.03. Operating Budget and Reserves. The Center will be budgeted to operate on a balanced, fiscally viable basis. The Manager will be responsible for preparing an annual balanced operating budget, and setting reserve needs in consultation with the Commission. The Manager shall not exceed the authorized budget limit without the 7 prior consent of all three Parties represented on the Commission. The Commission and the Manager shall conduct no less than quarterly reviews of actual results compared with the budget. If appropriate in light of those results, the Commission shall adopt, with concurrence of the University President, and the manager shall implement revisions to the budget and to Center operations in order to avoid a deficit. The budget will be effective when approved by the Commission and the University President. 3.04. Endowment Income/Other Fundraising. The three parties may agree to pursue the establishment of a Commission endowment when the spendable earnings of the FPAC's endowment are sufficient to cover the FPAC's obligations under this agreement. When established, this Commission Operating Endowment Fund shall be held by a trustee approved by the Parties with the spendable earnings transferred for inclusion in the Center's operating budget. Other funds held by the FPAC are not subject to this agreement. FPAC will continue to be the primary fundraising entity for the Center, and the Commission and the Manager shall coordinate with the FPAC to insure that fundraising is as efficient as possible. 3.05. Hold Harmless for Trustees. The Commission will release and hold harmless the Trustees of the California State University from any debts the Commission may incur. Failure to finance a deficit or to agree to a budget may be grounds to terminate this Agreement. Section 4 — Center Use and Access Scheduling 4.01. Use and Access Schedulinq. The Manager, in consultation with the Commission's board, will prepare at least one year in advance for Commission review a use schedule for the following year. The Manager's scheduling decisions will recognize the city's and community's entitlement to fair and equitable access to and use of the Center appropriately reflecting their combined approximate one-third share of the capital costs of the Center. Two-thirds of the events at the Center shall be activities that enhance the University's educational mission. In addition, the University shall have priority scheduling for certain official University functions (such as faculty convocations and graduations). The University shall present a list of official University functions and their dates to the Manager annually not later than January 31, of each year for events in the subsequent fiscal year (July 1 — June 30). The three parties are entitled to rent-free use of the facility for official functions. In the event of a scheduling conflict, the Manager, the University and the Commission agree to use their best efforts to resolve the conflict. The Center will not be the exclusive home for any user group. The Manager will make every effort to accommodate the needs and schedules of local performing groups (campus based and community based) including organizations which present touring performers. The Parties recognize that certain users may best be served by scheduling more than one year in advance. The Manager and the Commission shall develop means to adjust to that need while maintaining opportunities for flexibility in scheduling. All use of the Center shall be subject to the Manager's scheduling decisions after consultation with the Commission, and subject to the dispute resolution procedures in Section 4.02. It is the Parties' intent that community and campus nonprofit groups be charged at a lower rate for use of the Center than other groups. The Manager shall develop and maintain a schedule of charges for use of the Center in consultation with the Commission. OJ 4.02. Resolution of Usaqe Conflict. 4.02.1 Issues Covered. The only matter subject to conflict resolution shall be the fairness in the allocation of Center usage for city or community sponsored events. 4.02.2 Complaint Procedure. In the event the City or FPAC takes exception to the fairness of Center usage allocated to city or community sponsored events in the proposed annual calendar developed by the Manager and after review by the Commission, either the City or the FPAC may write the University President, specifying the perceived unfairness. The writing must be submitted to the President within one week of receipt of the Manager's final schedule. The President shall use his "good offices" to mediate between the complaining party or parties and the Manager. If the entity cannot accept the President's decision in mediation, it or they may appeal the matter to a dispute resolution committee. 4.02.3 Dispute Resolution Committee. The dispute resolution committee shall be composed of three members: one member shall be appointed by the University President; one member shall be appointed by the complaining party or parties bringing the dispute; and one neutral member selected by the presiding Judge of the Superior Court of San Luis Obispo County upon application of any one party. 4.02.4 Appeals. The dispute resolution committee shall decide the matter. In the normal course of events, all parties shall accept the committee's decision as final. In an unusual circumstance, the party bringing the dispute may have a recourse to the Chancellor of The California State University by submitting a letter explaining why the committee's decision is unacceptable. The Chancellor shall affirm, modify or reject the dispute resolution committee's decision based on the written 10 submissions. The Chancellor's decision shall be appealable to the chair of The California State University Board of Trustees whose decision shall be final. 4.02.5 Time Limit. It is expected that the dispute process shall be completed within thirty (30) days of the time it is begun. Section 5 — Concessions 5.01 Concessions. The sale or other distribution of food and beverages will be an integral part of events which occur in the Center. Therefore, it is important that the Center's users and patrons have available a first-class, diverse, food and beverage offering. The Parties agree that the California Polytechnic State University Foundation will be the primary food service provider for the Center. Under special circumstances the Commission may recommend exceptions to this provision subject to approval of the University President. The Manager in consultation with the Commission shall develop concessions and catering policy guidelines. All concessions at the Center will be operated within these policy guidelines. An equitable and agreed upon percentage of the gross proceeds from concessions and catered activities will accrue to the Center and be used to cover Center operations through the Operating Budget. Section 6 — Acquisition and Display of Art 6.01. Acquisition and Display of Art. The display of art at the Center is an important function of the Center. The Commission shall develop policies and procedures for acquiring and displaying art at the Center. Such policies shall honor and protect the free expression of ideas. Such policies shall govern, among other things, 11 which works if any will be acquired by the Commission and which works will be accepted if donated to the Commission. The Commission shall, in dealing with art, always consider its ability to preserve, protect and display pieces it may acquire consistent with available resources. In general, the Commission should not attempt to acquire a permanent collection. Section 7 — Parking 7.01. Parking Management Program. University shall develop a parking management program providing public access to campus parking facilities for events scheduled at the Center. The University agrees that providing adequate, though nonexclusive parking is a part of its responsibility. Section 8 — Miscellaneous Matters 8.01. No Borrowinq. The Commission shall not pledge as collateral the Center building, fixtures, or land they are situated upon for any loan, debt or contract. 8.02. Insurance. The Commission shall maintain the following types and amounts of insurance, subject to periodic adjustments to recognize inflation and changes in industry standards: 8.02.1 Liability Insurance. The Commission shall obtain and keep in force a policy or policies of public liability and property damage insurance with a single combined liability limit of not less than $5,000,000, and property damage limits of not less than $500,000 insuring against all liability of the Commission arising out of and in connection with use of occupancy of the Center. The Trustees, the City and FPAC, and 12 any supporting auxiliary shall be named as additional insureds. The Commission shall maintain such other policies of liability as the Board determines prudent. 8.02.2 Property Insurance — Premises. The Commission shall obtain and keep in force a policy or policies of insurance covering loss or damage to the Center, including fixtures, equipment, and improvements to the extent of at least one hundred percent (100%) of full replacement value, providing protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, special extended perils ("all risk", as such term issued in the insurance industry). These shall include demolition, increased costs of construction, and change in building law endorsements. 8.02.3 Policv Form, Content, Insurer. All insurance required under this Agreement shall be issued by responsible insurance companies qualified to do business in California and reasonably acceptable to the Parties. All such insurance shall be issued as primary, not blanket, policies. No such policy shall be cancelable or subject to reduction of coverage or other modification except after thirty (30) days prior written notice to the Parties. 8.03. Termination. This Agreement shall terminate, and the relationship among the Parties shall be dissolved upon the happening of any of the following: Agreement of all three Parties. Failure of the commission to adopt in a timely manner an Operating Budget with appropriate provision for reserves, as established by Commission policy, for a period of one year after expiration of the most recent budget. 13 Failure of any of the parties to deliver on the obligations outlined in this Operating Agreement after having been given a reasonable period to remedy any deficiencies. Failure of the University to provide acceptable parking. 8.04. Amendment. This agreement may be amended in whole or in part, once or more often, by written agreement executed by the Trustees of The California State University, the University, the City of San Luis Obispo, and the Foundation for the Performing Arts. In the event of dissolution, Trustees will give recognition to the City's and FPAC's contributions to the Center by guaranteeing community access to the facility at a rental rate and on a schedule no less favorable than what is available to University affiliated groups, consistent with the community's expectation of fair and equitable access to and use of the Center as set forth in Section 4.01 above. Section 9 — Execution 9.01. Due Authorization. Each of the Parties represents by executing this Agreement that he or she has been fully and completely authorized to do so and that he or she is empowered to bind the entity on whose behalf the Agreement is signed. Date: THE CALIFORNIA STATE UNIVERSITY By: &/,—� ,e e,,J j SIGNATURES CONTINUED ON PAGE 15 14 RE: A-51-93-CC Operating Agreement for the Christopher Cohan Center Date: li^ Date: 5/21/02 Date: S-- ZO -- Q 2 CALIFORNIA POLYTECHNIC STATE UNIVERSITY By: CITY OF SAN LUIS OBISPO By: FOUNDATION FOR THE PERFORMING ARTS CENTER B y. - �s►©� •LIB City Clerk 15 2005-07 Financial Plan SUPPORTING DOCUMENTATION: NON STAFFING LINE ITEMS Department: Administration Program: Cultural Activities I I100 Contract Services (7227) ■ Performing Arts Center Subsidy 226,200 235,000 ■ Extended Library Hours 14,000 14,000 240,200 249,000 Grants -in -Aid (7237) ■ Cultural Activity Grants 100,000 100,000 100,000 100,000 Advertising (7203) ■ Advertising for cultural grants availability 600 600 600 600 Print and Reproduction (7283) ■ Print grant applications 300 300 300 300 TOT 341,100 349,900 RESOLUTION NO. 8152 (1993 SERIES) RESOLUTION OF THE COUNCIL OF THE CITY OF SAN LUIS OBISPO ENTERING INTO A MEMORANDUM OF UNDERSTANDING AGREEMENT FOR CONSTRUCTION PHASE FUNDING OF THE PERFORMING ARTS CENTER AT CALIFORNIA POLYTECHNIC STATE UNIVERSITY, SAN LUIS OBISPO NOW, THEREFORE BE IT RESOLVED, the City Council of the City of San Luis Obispo agrees to enter into the Memorandum of Understanding (Exhibit 1) with California Polytechnic State University for the construction phase funding of the performing arts center and the Mayor is authorized to execute the agreement on behalf of the City. BE IT FURTHER RESOLVED THAT, the Director of Finance is authorized to disburse $3,500,000 into the Surplus Money Investment Fund for the purpose of funding the City's portion of the construction costs for the performing arts center. Upon motion of Council Member Roalman seconded by Council Member Settle and on the following roll call vote: AYES: Council Members Roalman, Settle, Rappa, Romero, and Mayor Pinard NOES: None ABSENT: None the foregoing resolution was adopted this 6th day of April , 1993. f Mayor lYeg Pinard ATTEST: Ci y Clerk Diane GL dwell APPROVED: 0 3c,✓ R-8152 THE CAL,IFORN.A STATE UNIVER,-ITY BAKERSFELD • FIIC0 • DOMLNGUEZ HILLS • Fl 110 • FULLERTON • HAYWARD • HUMBOLDT • LONG BEACH = LOS ANGELES • NOR"INRIDGE • POMONA SACRAMrKfQ SAN OIiR.\AItDINO • SAN pIFGU SAN f , ISCO SAN 10S1 SAN LUIS OBISPO SAN MARCOS SONOMA • STANISLAUS VOX OFFICE OF THE CHANCELLOR VrKrrA TELEPHONE: (310) 985-2900 TELEFAX: (310)985-2901 MEMORANDUM OF UNDERSTANDING AGREEMENT FOR CONSTRUCTION PHASE FUNDING OF PERFORMING ARTS CENTER PERFORMING ARTS CENTER AT CALIFORNIA POLYTECHNIC STATE UNIVERSITY, SAN LUIS OBISPO This memorandum of understanding by and between the City of San Luis Obispo (hereinafter referred to as the City) and the Trustees of The California State University (hereinafter referred to as the Trustees) entered into this 7th day of April 1993, whereby both parties agree to the following: In compliance with the provisions of the Development Agreement for the Performing Arts Center dated December 5, 1989, and amended on April 25, 1991, the City agrees to transfer funds in the amount of three million five hundred thousand dollars ($3,500,000) to the Trustees of The California State University no later than April 9, 1993. These funds are for the exclusive purpose of meeting the City's commitment relative to the construction phase expenditures of the Performing Arts Center project. Funds are to be invested in the Surplus Money Investment Fund (SMIF) by the Controller of The California State University. All interest earned is to be remitted to the City on no less than a semi-annual basis The California State University Controller is to provide quarterly reports to the City Finance Director as to the expenditures against the funds and the balance remaining. In the event construction of the project fails to take place, all funds on deposit per this memorandum of understanding will be returned to the City. APPROVED AS TO FORM: For the Trustees of The California State University: Mary N. Garretson Controller SLO Memo Understanding-PArlsClr For the City of *#YAfl o e n San Luis Obispo. Peg Pinard Mayor ATT aoen�l��IA City -k Diane.R. gyidwell 400 Golden Shore, Long Beach, California 90802-4275 INFORMATION: (310) 985-2500 RESOLUTION NO, 6349 (1987 SERIES) A RESOLUTION OF THE SAN LUIS OBISPO CITY COUNCIL APPROVING IN CONCEPT AN AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO, CALIFORNIA POLYTECHNIC STATE UNIVERSITY, AND THE FOUNDATION FOR THE PERFORMING ARTS FOR CONSTRUCTION OF AN AUDITORIUM ON THE CAL POLY CAMPUS WHEREAS, the City, Cal Poly and the Foundation for the Performing Arts recognize the need for an auditorium of about 1500 seats; and WHEREAS, it is apparent that no single such agency or entity is capable of financing, constructing or maintaining an auditorium of that size; and WHEREAS, discussions, negotiations and analysis of the various options available to any or all of the three parties has been occurring for quite some time; and WHEREAS, representatives from the City, Cal Poly and the Foundation for the Performing Arts agree on their respective roles and responsibilities in the development of such an auditorium. NOW THEREFORE, BE IT RESOLVED by the San Luis Obispo City Council as follows: SECTION 1. That certain proposed agreement (attached hereto, marked Exhibit "A," and incorporated herein by reference) between the City of San Luis Obispo, California Polytechnic State University, and the Foundation for the Performing Arts is hereby approved in concept by the City. SECTION 2. The City Clerk shall furnish a copy of this resolution together with a copy of the agreement approved conceptually by it to: Dr. Warren Baker, President, California Polytechnic State University; and Warren Sinsheimer, President, Foundation for the Performing Arts. 634 On motion of Councilman Settle seconded by Councilman Griffin, and on the following roll call vote: AYES: Councilmembers Dovey, Griffin, Settle and Mayor Ron Dunin NOES: None ABSENT: Councilmember Penny Rappa the foregoing Resolution was passed and adopted this 20th day of Octobe 1987. AYOIt RON DUNIN ?I- LERK PAMELA GES .1 %- `J _ inistrative Officer 0 S 7-`us q r�°rr�e,�Lf has �� Zvi c 63P EXHIBIT "A" PERFORMING ARTS CENTER DESIGN, CONSTRUCTION AND OPERATING AGREEMENT This agreement is entered into this 20th_.day of October 1987, by and among the City of San Luis Obispo, a California City (the "City"), California Polytechnic State University, (the "University") and the Foundation for the Performing Arts Center, a California Non -Profit Public Benefit Corporation (the "Foundation"). Statements of Facts and Purposes A. The University has long-established plans to construct an auditorium on its campus capable of handling an audience of 1200-1500 persons. B. The City has determined that the residents of the City and City businesses would derive significant cultural, educational, civic and economic benefit from a meeting and performance hall capable of seating 1200-1500 persons. C. It does not appear likely that either the City or the University can afford to undertake to design, construct and operate a 1200-1500 seat performance hall alone. D. The Foundation consists of people from throughout San Luis Obispo County and beyond who desire to see a 1200-1500 seat performance hall in San Luis Obispo County and who are willing to raise a substantial share of the costs of constructing and operating such a facility. E. No single public or private entity appears likely in the foreseeable future to have the financial resources to construct, operate and maintain a 1200--1500 seat hall. A joint effort among the City, the University and the Foundation which recognizes the unique and mutually supporting characteristics of each entity and guarantees the respective contributions to a joint effort appears to be the best solution to the problem of how to design, build and operate such a hall. F. Thoughtful and energetic discussions of the challenges posed by this project have been ongoing since 1985. Out of these dialogues have emerged a number of issues. The most challenging and most compelling issues deal with the specifics of sharing: how will we share the burden of raising funds, and how will we share the use of the hall. The solutions presented in this agreement reflect the parties' assessment of their respective capacities and needs and their view of fairness. G. California Government Code Section 6500 and following permits two or more public agencies by agreement to exercise any power common to the contracting parties. The City and the University are public agencies. California Education Code section 89036 allows the Trustees of the University to enter into agreements with any public or private agency, corporation or foundation for the performance of acts, for the joint performance of an act or function or the joint funding of services and facilities by the trustees and the other party to the agreement. The parties intend that this agreement be sanctioned by these code sections. H. The parties believe that by joining together they can create a facility better suited to the needs of the University and the Community than an academic auditorium. They can create a performing arts facility with a combination of excellent acoustics, sight -lines, stage facilities, storage, lighting, technical equipment, rehearsal space and back -stage accommodations. Such a hall would serve the needs of community and university performing arts groups, touring artists and speakers, and the large assembly needs of the University and the community. Such a hall is hereafter referred to in this agreement as the Performing Arts Center. The Performing Arts Center will be designed to accommodate a variety of events: music, dance, drama, public assembly and special events. Through the excellence of its design and creative use of lobby and other interior spaces, the Performing Arts Center will enhance the visual arts experience of its users. The Performing Arts Center will represent excellence in architecture and planning. Agreement THEREFORE, the City, the University and the Foundation agree as follows: 1. To Build and Operate a Performing Arts Center. The parties agree to design, build and operate a Performing Arts Center capable of seating 1200--1500 people on the University campus, all as more specifically set out in this agreement. 2. Creation of the Central Coast Performing Arts Center Commission. The parties agree to form a California non profit public benefit corporation to be known as the Central Coast Performing Arts Center Commission (the "Corporation"). The - 2 - 0 f Corporation shall be governed by a board of directors consisting of seven persons (the "Board"). 2.01. Membership. The Corporation shall have no members, as provided in California Corporations Code Section 5310. 2.02. Powers and Responsibilities of Corporation. The Corporation shall be responsible for the planning, designing, construction and operation of the Performing Arts Center, including the determination of appropriate operating policies. The Corporation shall be responsible for the artistic and financial success of the Performing Arts Center, including the continuous evaluation of the business and programming aspects of the Center. The Corporation will establish and maintain a calendar of scheduled events and available dates. 2.03. Board of Directors. The Corporation shall be governed by a board of directors consisting of seven persons. 2.03.1. Selection of Directors. The president of the University shall appoint three directors and three alternates. The City shall appoint two directors and two alternates. The Foundation shall appoint two directors and two alternates. 2.03.2 Compensation of Directors. No director shall be compensated for services as such, except that directors may be reimbursed for actual expenses incurred as permitted by California Corporations Code § 5231.5, and approved by the Board. 2.03.3 Terms of Office. Directors shall be appointed for a three year term. Initial directors shall be appointed before the organizational meeting of directors. At the organizational meeting, directors shall decide by lot which three among them shall serve initial three year terms, which two shall serve initial two year terms and which two shall serve initial one year terms. A Director may be removed at any time without cause by the agency which appointed him or her. 2.04. Board Functions. The Board shall annually approve and adopt a budget for the forthcoming year. The Board shall at least annually report to the three constituent agencies concerning the programming and financial situation of the Performing Arts Center. The Board will from time to time establish fee schedules, will have final authority for all decisions on booking policy and event programming, and will be advisory to the University on facility maintenance issues. - 3 - 0 0 2.05. Staff. The Board shall hire a professionally qualified general manager, who shall be responsible to and serve at the pleasure of the Board, and who shall develop operating procedures consistent with Corporation policy and operating necessity. The general manager shall be responsible for all administrative and operating matters as delegated by the Board, including but not limited to the hiring of other staff. 2.06. Internal Organization/votin 2.06.1 Quorum. A quorum shall consist of five members of the Board. 2.06.2. Officers. The Board shall select one of its members as Chairman and one as Secretary to serve at the pleasure of the Board. 2.06.3. voting. All actions of the Board will require the approval of five (5) members. 2.06.4. Regular Meetings. The Board shall hold regular meetings, on a schedule to be agreed upon by the members. 2.06.5. Special Meetings ' . Special meetings may be called by the Chairman or by any two mmbers. 2.06.6. Public Meetings. Meetings shall be conducted in accordance with California Government Code sections 54950 and following (Brown Act). All meetings shall be held in the Performing Arts Center unless otherwise specified in the notice of meeting. 2.06.7. Bylaws. The Board shall, from .time to time, adopt such bylaws, rules and policies not inconsistent with this agreement as they determine to be best suited to the internal operation of the Corporation and the operation and use of the Performing Arts Center. 3. Design and Construction Issues. 3.01. Location of the Performing Arts Center. The Performing Arts Center shall be located on the University Campus at a site designated by the University and approved by the Corporation. The site presently identified by the University is on Grand Avenue adjacent to the existing theatre (the "Site"). The Site location and its availability are significant inducements to the City and the Foundation in entering into this agreement. Upon mutual agreement by the parties to this agreement, the Site location may be changed. All required - 4 - 0 utility services are available adjacent of connecting the Performing Arts Center be borne by the project and pro --rated to of the total project cost. to the Site. All costs to these services will the parties as a portion 3.02. Allocation of Duties. The Corporation shall have primary responsibility for the management of all phases of the development and operation of the Performing Arts Center. In cooperation with the three parties, the Corporation shall develop a program statement in consideration of the University's needs and those of the public at large. Toward this end the Corporation shall hold such public hearings as it deems most appropriate. The parties realize that because the Performing Arts Center will be located on the University Campus, all aspects of the design process are subject to laws and rules applicable to construction of University buildings generally. Within this context, it is the parties' intent that the Corporation have the greatest control possible over all phases of the project, including but not limited to: 1. Development of the Architectural Program Statement; 2. Selection of a theatre consultants?; 3. In conformance with California State University Trustee policy, undertake an appropriate search for a project architect to be recommended to the Trustees; and 4. Serve as the designated "client" in the development of the schematic, preliminary and working drawings, recognizing that the Trustees approved program statement is the controlling document for State funding. The University shall administer construction of the Performing Arts Center in consultation and coordination with the Corporation. 3.03. Performing Arts Center Features. The design of the building will be predicated to a large extent on the February 23, 1987, report of Hall, Goodhue, Haisley & Barker ("HGHB") which was prepared at the request of the City of San Luis Obispo. That report identified the following features as desirable for a facility to meet the general program requirements set forth by the City and the University. 3.03.1. An auditorium capacity of 1200-1500 with three levels of seating to allow for variable audience capacity while retaining a sense of intimacy. - 5 - 3.03.2. A stage house and loft to provide for a full working stage with access to support spaces and service entrances. 3.03.3. An orchestra pit with hydraulic lift to permit a large fore -stage when the pit is not required. 3.03.4. A lobby of sufficient size to permit its use as a separate space for public assembly, receptions and similar functions. 3.03.5. Appropriate support components for the theatre, stage and related areas plus administrative space for building management and the Corporation. 3.03.6. Critical attention to sight lines, acoustics, lighting and sound control are paramount to a successful facility. A detailed project description statement will highlight these concerns. 3.03.7. A parking structure, although not a part of the Performing Arts Center project, is programmed for a site adjacent to the building and is planned to be completed coincident with the Center. 3.04. Design Timetable. It is the goal of the parties that the Corporation and the University develop a procedure for project architect selection to the end that a formal selection and appointment can be made by the Trustees of the California State University by Schematic plans shall be completed and approved by the Corporation, the University and the Board of Trustees by Working drawings and specifications will be completed by _ _ At the September, 1987, meeting of the Trustees of the California State University a five year capital improvement program (1988 - 1989 through 1992 - 1993) was adopted. That program calls for planning funds to be appropriated in 1989 - 1990. 3.05. Parking. The University has requested a 1500 car parking structure to be built adjacent to the Center site in conformance with the approved master plan. This additional parking capacity will be available on or before the completion of the Center. A management plan will be developed by the Corporation in consultation with the University to ensure that adequate spaces will be identified to support Center functions. - 6 - 4. Funding. 4.01. Background. HGHB has estimated the cost of the Performing Arts Center at up to 20 million dollars. The University is planning to spend approximately 10-13 million dollars for an auditorium. This amount would be the University's contribution to the Performing Arts Center total Project Costs. The City and the Foundation will be responsible for the balance of the Project Costs. 4.02. Budget Development. The Corporation, working together with the University and the architect shall develop an initial project budget for the construction and equipping of the Performing Arts Center within 180 days following the selection and appointment of the architect. The goal shall be to construct and equip a Performing Arts Center consistent with this agreement for the least possible cost. The budget cannot exceed the sum of 20 million dollars without the unanimous agreement of the three parties. The parties estimate that they will provide the following shares of Project Funds in accordance with the schedule set by the Corporation: University, approximately 2/3; City, approximately 1/6; Foundation, approximately 1/6. 4.03. Design Funding. The parties estimate that planning and working drawings for the Performing Arts Center will cost approximately $900,000. The parties will share this initial cost in the same proportion stipulated in this agreement, paragraph 4.02. Each party agrees to transfer its share of design funds to the California State University, who, under the terms of this agreement will be authorized by the Corporation to perform all management services related to -the design and construction and equipping of the project. Any funds advanced by any party hereunder shall be credited to that party's share of total Project Costs. 4.04. Construction and Equipment Funding. At the time that the Corporation develops a budget for the Performing Arts Center as provided at paragraph 4.02, above, the Corporation shall also adopt a project schedule setting forth all significant dates including, without limit, the date or dates at which each party will be required to contribute its share of Project Funds. As used in this agreement, Project Funds includes all funds associated with items A through H, inclusive, paragraph 4.05, Scope of Work, necessary to provide a fully finished and equipped "turn --key" status project. 4.05. Scope of Work. All costs Center will be borne in a manner agreed set forth in this agreement. These cost limited to: -- 7 - associated with the upon by the parties as s include, but are not 0 0 A. Fees and commissions for design services; B. Site survey(s) and soils investigations; C. Center construction; D. Necessary relocation of existing improvements; E. Upgrade of existing utility services if required; F. Test and inspections during construction; G. Miscellaneous costs associated with project approval such as: Physically handicapped compliance, State Fire Marshal, contract code check; and H. Movable equipment necessary to permit the operation of the facility as designed. 4.06. Allocation of Responsibility. The parties cannot be certain at this time where all funds will originate. However, they intend that the University's share will be derived from state appropriation, the City's share will be from City General Fund sources, and the Foundation's share will derive from the private contributions. The University agrees that its Development Office will work closely with the Foundation to maximize giving with the understanding that fundraising activities for the Center cannot conflict with or replace other University fundraising priorities. All donated funds will be credited to the Foundation's share of project costs and/or endowments. 4.07. Operating Funds. 4.07.1. Maintenance and Utilities. The University will provide utility services and perform all maintenance and custodial work on the Performing Arts Center and its landscaping consistent with State budgeting formulae and criteria. The University maintenance staff will consult and cooperate with the Corporation as to maintenance needs and scheduling occasioned by the Performing Arts Center's schedule and uses. 4.07.2. Production/Staffing. It is the intent of the parties that the Performing Arts Center be operated on a "break even" basis. Income from rental and other user fees shall be available to pay the costs of programming and operating the Center. The value of operating and maintenance costs contributed by the University will be determined by the Corporation in consultation with the University, with the value so determined credited to the University annually to defray rental costs - 8 - associated with programs specifically requested by the University. The president of the University shall submit to the Corporation prior to the beginning of each fiscal year a listing of those programs projected to use the operating and maintenance "in -lieu" amount. It is anticipated that those programs shall be official University functions, and it is estimated not over 12 per year. Program costs in excess of the agreed upon "in -lieu" contribution will be charged at the regular rates as determined by the Corporation. Any surplus funds must be used by the Corporation to establish reserves for repair, replacement and upgrading of Performing Arts Center systems not covered by the University's maintenance program and for sponsorship of programming that would not otherwise be able to be presented in the Performing Arts Center. The University will not be responsible for Corporation deficits. 4.08. Endowment. In addition to the Construction Funds necessary to construct the Performing Arts Center and the Operating Funds described above, the Foundation recognizes that the Corporation may require funds to provide for special features of the Performing Arts Center and enabling the Corporation to sponsor special events that might not otherwise occur. Toward all these goals the Foundation agrees to use its best efforts to raise endowment funds, the income from which would be for the uses of the Corporation, in the amount of one million dollars. These funds would be identified for operating expenses associated with program development and to defray any maintenance costs not covered by the University. 4.09. Corporation Fundraising. The parties do not contemplate that the Corporation will do major fundraising but it may seek outside funding as approved by the Board. 5. Access and Use. It is the intent of the parties that the Performing Arts Center be used as frequently as possible to present as diverse a selection of programming as possible and to encourage maximum attendance in order to defray the cost of operating the Performing Arts Center. The Corporation will have complete and final authority for all decisions on booking policy and event programming. The Board will establish and maintain use calendars. The Board will, from time to time, establish fee schedules for the Performing Arts Center. In setting calendars and fees the Board is directed to be mindful of the need to consider in a balanced way the following polices: 5.01. The University will have contributed approximately 2/3 0£ the Project Funds, the land for the Performing Arts - 9 - Center, utilities and the operating and maintenance costs. Therefore, the Board shall strive to ensure that at least as like proportion of the uses of the Performing Arts Center are activities that enhance the University's instructional mission. Such activities may include not only campus --generated activities, but also community productions and events and touring productions and events which provide meaningful offerings both to the campus and to the broader community. 5.02. Everyone will be a guest in the Performing Arts Center. The Performing Arts Center will not be the exclusive home for any user group. 5.03. The Performing Arts Center will not be used for regularly scheduled classroom use. 5.04. The Corporation will make every effort to accommodate the needs and schedules of local performing groups (whether campus based or community based) including those groups which present touring performers. 6. Dissolution. 6.01. General. The parties recognize that the Performing Arts Center will be located on University land and owned by the University. The parties desire to provide for the possibility that the University may in the future desire to have exclusive operating control of the Performing Arts Center. The parties also desire to provide for the possibility that certain events may occur which would make it undesirable or impractical to continue participation. in the Corporation. Therefore, the parties desire to set out an orderly and fair means of dissolving the Corporation. 6.01.1 Events of Dissolution. The parties have identified the following "Events of Dissolution", the consequences of which are set forth below. 1. Unavailability of the Site and inability to agree on new site. 2. Acts of God. 3. If Foundation is unable to meet financial obligations and the other parties are unable or unwilling to assume the deficiency. 4. Failure of University to provide parking. - 10 - 5. Acquisition of Center by a public agency under eminent domain. 6.01.1.1. Events of Dissolution - Prior to Completion of the Performing Arts Center. I£ an Event of Dissolution occurs prior to completion of the Performing Arts Center, then for a period of sixty (60) days following the Event of Dissolution any party can give notice to the other parties and the Corporation of its desire to dissolve the Corporation. The Corporation shall promptly commence to dissolve in accordance with the provisions of the non profit public benefit corporation law. After providing for or paying all debts of the Corporation, the Corporation's assets shall be distributed to the City, the University and the Foundation in the same proportion as they were contributed. For the purposes of this Agreement advances made by one party shall be considered a debt of the Corporation. Plans and specifications for the Performing Arts Center and work in progress on the Performing Arts Center shall be distributed in kind to the University and valued at cost. If that distribution to the University exceeds its pro rata share of assets, the University agrees to initiate budget processes to acquire the necessary funding to defray its obligation. 6.01.1.2. Event of Dissolution - After Completion of the Performing Arts Center. If an Event of Dissolution occurs after the Performing Arts Center is completed, then for a period of sixty (60) days following the Event of Dissolution any party can give notice to the other parties and to the Corporation of its desire to dissolve the Corporation. The Corporation shall promptly commence to dissolve in accordance with the provisions of the non profit public benefit corporation law. After providing for or paying all debts of the Corporation, the Corporation's assets shall be distributed to the City, the University and the Foundation in the same proportion as they contributed. The Performing Arts Center and its related equipment shall be distributed to the University and valued at its full fair market value. Fair market value shall be determined by an appraiser or appraisers selected by the parties; and the parties shall endeavor to agree to fair market value. If the parties cannot agree, fair market value shall be determined by arbitration as provided herein; except that if the Event of Dissolution is the University's exercise of its right of eminent domain, the City and the Foundation shall be entitled to have their rights determined in a court of competent jurisdiction in accord with the California Eminent Domain Law. If that distribution to the University exceeds its pro rata share of assets, the University agrees to initiate budget processes to acquire the necessary funding to defray its obligation and to use good faith efforts to repay the obligation in a timely manner. 7. Miscellaneous Provisions. 7.01. Insurance. 7.01.1. Liability Insurance. The Corporation shall obtain and keep in force a policy or policies of public liabil-ity and property damage insurance with a single combined liability limit of not less than $5,000,000.00, and property damage ]..i_mits of not less than $500,000.00 insuring against all liability of the Corporation arising out of and in connection with use or occupancy of the Performing Arts Center. The University, the City and the Foundation shall be named as additional insureds. The Corporation shall maintain such other policies of liability as the board determines prudent. 7.01.2. Property Insurance --Premises. The Corporation shall obtain and keep in force a policy or policies of insurance covering loss or damage to the Performing Arts Center, including fixtures, equipment, and improvements to the extent of at least one hundred percent (100%) of full replacement value, providing protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, special extended perils ("all risk", as such term is used in the insurance industry), but not plate glass insurance. Such policy shall include demolition, increased cost of construction, and change in building law endorsements, and, during such periods as construction is underway, course of construction coverage. 7.01.3. Policy Form, Content, Insurer. All. insurance required under this agreement shall be issued by responsible insurance companies qualified to do business in California and reasonably acceptable to the parties. All such insurance.shall be issued as primary, not blanket, policies. No later that the commencement of construction, the Corporation shall deliver to each of the parties copies of the policies of insurance required under paragraph 7.01.1 and 7.01.2 or certificates evidencing the existence and amounts of such policies. No such policy shall be cancelable or subject to reduction of coverage or other modification except after thirty (30) days prior written notice to the parties. 7.02. Destruction. Destruction of the Performing Arts Center shall not be an Event of Dissolution if such destruction results from an insured peril. If destruction results from an uninsured peril, it shall be deemed an Event of Dissolution. , 7.03. Arbitration. Any controversy between the parties hereto involving construction or application of any of the terms', covenants, or conditions of this agreement, shall on written - 12 - r request of one party served on the others be submitted to arbitration, and such arbitration shall comply with and be governed by the provisions of the California Arbitration Act, Sections 1280 through 1294.2 of the California Code of Civil Procedure. 7.04. Due Authorization. Each of the parties represents by executing this Agreement that he or she has been fully and completely authorized to do so and that he or she is empowered to band the entity on whose behalf the Agreement is signed. Date The California State University By Date , , ..]!I. The City of San Luis Obispo ATTE mom CIT CLERK PAM VO S AYOR RON AUNIN Date- �a---F-�--� Foundation for the Performing Arts Center, Inc. eA13/Performing 100187 By -- 13 - PERFORMING ARTS CENTER MEMORANDUM OF UNDERSTANDING It is the intent of California Polytechnic State University (the "University"), the City of San Luis Obispo (the "City") and the Foundation for the Performing Arts Center (the "Foundation") to seek to reach a definitive agreement for construction and operation of a Performing Arts Center (the "Center") on the University campus. A Center has long been part of the development program for Cal Poly. The people who live in the City of San Luis Obispo and elsewhere in the County of San Luis Obispo have developed an audience that wants and will support the kinds of productions which a Center can suitably house. The University, the City and the Foundation have met and determined that sufficient common cause exists to warrant further effort. We believe that no single public or private entity has the resources to construct, operate, and maintain a new Center. The solution to funding a new Center lies with the formation of a partnership among the University, the City and the Foundation. The parties intend to create an agreement and governing entity in order to plan, finance and develop a Performing Arts Center that would serve the needs of local performing arts groups, the University and touring artists. The parties anticipate that the Center would be designed to accommodate the following types of activity: Music (symphonic, choral, small ensemble, solo, popular, master classes and pit orchestras); Lyric Theater (musicals, opera and operetta); Dance (ballet, folk and variety); Drama and Mime; Public Assembly (guest speakers, conference plenary sessions, seminars, product shows, sales meetings, audio visual presentations and campus gatherings); and Special Events (graduations, festivals, pageants, convocations, magic shows, variety shows and fundraisers). The present plan is to locate the Center on the campus of the University adjacent to its existing theater. This space has been identified for an Auditorium by the University on its campus master plan. The Center would include a 1500-seat, multi -event theater with appropriate public and technical support space. The parties have specifically discussed the inclusion of a lobby of sufficient size and with adequate features so that it could be used as a facility in its own right and not just as a gathering spot for people attending events in the theater. The Center will likely include appropriate technical and administrative facilities. The parties anticipate that the Center would be a well appointed, but not a lavish facility. The parties believe - 1 - that this Center will capture the pride and spirit both of the University in which it will be located physically and of the broader community which it is designed to serve. The Center facilities would not be intended for regularly scheduled classroom use. It will, however, serve and enhance the instructional purpose of the University. We envision the formation of a governing entity to serve as the operating authority for the Center (the "Commission"). It is proposed that the Commission would have responsibility and authority for planning, program development and design review. The Commission would have final authority on booking policy and event programming for the Center including, but not limited to, establishing calendars and user fee schedules. The Commission would be advisory to the University on facility maintenance issues. The Commission would employ its own general manager and other necessary permanent staff members. The financial goal of the Commission would be to operate as a break-even enterprise; and to the extent that it generates a surplus, such surplus would be used for reserves for the Center. The Foundation has considered the possibility of raising sufficient funds to provide an operating endowment for the Commission. Coordination and management of construction would be the responsibility of the University. We recognize that there has been considerable concern expressed by many involved in this process for scheduling and use decisions. The Center will not be the exclusive home for any one user group; everyone will be a guest. Toward that end, the parties contemplate that the Commission would have seven members. The parties expect that each member will have an alternate who will be responsible for being familiar with all activities of the Commission, including attending Commission meetings. Alternates will vote in the absence of the Commission member for whom they are appointed. Three Commission members would be appointed by the President of the University, two by the City Council and two by the Foundation Board of Directors. All actions of the Commission would require the approval of five votes. It is anticipated that members would serve staggered terms of three (3) years and that they could be removed without cause by the appointing entities. The parties discussed approaches to dissolving the Commission, either prior to commencement of working drawings or at such time thereafter when the University may require exclusive use of the Center. Compensation of the City and the Foundation for their respective contributions would have to be worked out in advance so as to be fair and equitable should dissolution occur. - 2 - Capital funding of the Center will be shared among the parties. The parties have discussed reaching an agreement on this sharing. The relative shares are not final and they will be refined on completion of definitive architectural program, cost estimate and programming analysis for the Center. It is anticipated that the majority of use will be for activities that enhance the University's instructional mission; and therefore, it is anticipated that the majority of the funds will be provided by the University. Operational funding has been a constant source of concern to all parties. It is anticipated that the University will be responsible for utilities, maintaining the interior and exterior of the building and the adjacent grounds and other operating costs consistent with State policies and allowances. The University will be responsive to the Center's maintenance needs as identified by the Commission staff. The Commission will be responsible for salaries for its staff including the general manager and other staff salaries, benefits and related expenses. Revenues from use of the Center will be used by the Commission to fund operating needs such as staff, and other expenses. Any operating surplus will be used to build reserves that the Commission will use for special projects and to offset operating deficits. If there are programming operating deficits beyond operating reserves, the University will not be responsible for those. The City and/or the Foundation may contribute in -kind services to help offset any operating deficits that occur. The City will work with the Foundation to seek to establish an endowment to offset usual expenses and to provide performance subsidies. Fundraising will be the responsibility of all parties. However, fundraising in the private sector will be the primary responsibility of the Foundation working in close coordination with the City and with the University offices such as the University's own foundation, its alumni association and the University's grant_,office. The Foundation has been organized and is in the process of hiring a staff. The Foundation is commencing its efforts at fundraising to take maximum advantage of opportunities existing before the end of 1986. It is the goal of the parties to make every effort to reach a definitive agreement and commence the establishment of the Commission prior to the end of 1986. The parties agree to work toward implementing actions in order to complete the Center by 1991. Although not a part of the Center, the University anticipates, and has on its master plan, the construction of a parking structure in the area near the Center. The University agrees to use its best efforts to provide for the parking needs of the Center before the Center is available for public use. This will - 3 - include having spaces available for patrons of the Center who are not otherwise entitled to on -campus parking. This memorandum is not intended to create a binding agreement, and none of the people signing it represents by signing that he has any authority to commit his organization to going forward. Only a final document fully authorized by the governing bodies of the University, the City and the Foundation can create binding obligations among the parties. The City, the University and the Foundation welcome this opportunity to work together to create a facility which all have long needed and none alone has been able to achieve. We encourage and solicit the support of all those on the campus and in the community who will benefit from the Center whether directly as performers, audience or other users, or indirectly by being in a place which has been made better by the events which occur in the Center. Towards this end, we commit ourselves to negotiate and work in good faith to make this partnership and Center a reality. eM4 111986 CALIFORNIA POLYTECHNIC STATE UNIV RSITY /J B y : 1111a/', WARREN J. BAKE /P esiaent CITY OF SAN LUIS OBISPO By: ayor FOUNDATION FOR THE PE ORMING ARTS By: WARREN A. SINSHEIMER, President - 4 -