HomeMy WebLinkAbout12/06/1988, 9 - CONSIDERATION OF AN AGREEMENT BETWEEN THE CITY, CAL POLY AND THE FOUNDATION FOR THE PERFORMING ARTS FOR CONSTRUCTION OF A PERFORMING ARTS FACILITY ON THE CAL POLY CAMPUS. MEETING DATE:
city of San IDIS OBispo /J-/a-y&
COUNCIL AGENDA REPORT ITEM NUMBER:
PROM: .John Dunn. City Administrative Officer,
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SUBJECT: Consideration of an agreement b the City. Cal Poly and the
Foundation for the Performing Arts for construction of a performing arts facility on
the Cal Poly campus.
CAO RECOMMENDATION: Adopt resolution approving a development agreement for the
Performing Arts Center.
SUMMARY: Based on a conceptual agreement and previous direction from the Council ,
representatives from the City. Cal Poly and the Foundation for the Performing Arts
have negotiated a development agreement for the Performing Arts Center on the Cal
Poly campus. The agreement specifies a schedule for development. financial
obligations of the parties and principles of an operating agreement. Approval of
this agreement is a necessary step for the development of the Performing Arts
Center.
SIGNIFICANT IMPACTS: The agreement obligates the City to one-sixth participation in
the development of the Performing Arts Center (total estimated cost $20 million) .
Design costs are scheduled to commence in the spring of 1989. Construction is
scheduled to commence in the fall of 1991 .
CONSEQUENCES OF NOT TAKING THE RECOMMENDED ACTION: Failure to approve this
agreement would terminate the project. Significant delay in approval could prevent
the project from being included in the Governor's budget, potentially delaying the
project by one year.
BACKGROUND: In the spring of 1987 Council considered options for the City' s
participation in constructing Performing Arts Centers for the community. After
I
engthy public hearings, Council approved an implementation program for the
auditorium development including the following actions:
1 . Proceed with negotiations for the joint venture with Cal Poly and the Foundation
for the Performing Arts for a large theater on the Cal Poly campus .
2. Investigate options for increasing the transient occupancy tax by 2-3%.
3. Prepare a plan to appropriate $450,000 in the 1987-88 CIP for planning of
community auditorium facilities contingent upon joint agreement(s) and
comprehensive program statements.
4. Explore the feasibility of using, restoring or expanding the Fremont Theater
with appropriate groups.
In October of 1987 the Council approved a conceptual agreement which is summarized
below. Based on the conceptual agreement, the Trustees of the State University have
included the project in the University's Capital Program.
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jMONZe COUNCIL AGENDA REPORT
SUMMARY OF CONCEPTUAL AGREEMENT:
Statement of Facts and Purposes: Cal Poly and the City of San Luis Obispo have long
considered the need for a 1200-1500 seat auditorium. The Foundation supports such
an auditorium and would be willing to share the costs of its construction. None of
the parties can independently afford to construct such an auditorium; joint effort
of all the parties will be required. The law allows such cooperative projects . The
auditorium will be designed to be used for a variety of events.
Board of Directors: A seven-member Board representing the three parties to the
agreement (three directors from Cal Poly and two each from the City of San Luis
Obispo and the Foundation) will be the governing body of the commission. Actions of
the Board will require five affirmative votes.
Create a Corporation ( "Commission" ) : The parties will form a non-profit corporation
( "Commission" ) which will be responsible for the design, construction and operation
of the auditorium.
Design and Construction: The auditorium will be located on the Cal Poly campus.
Cal Poly will provide parking for 1500 cars. The commission will cooperate with the
parties in designing and constructing the project. The project will conform with
regulations of the State University.
Cost and Funding: The cost of the auditorium is not to exceed $20 million without
specific authorization of each of the parties. A project budget is to be developed
after retention of the architect. The design will cost about $900,000 to be shared
equally. Construction funding is expected to be two-thirds Cal Poly and one-sixth
each for the other parties. Cal Poly will be responsible for utilities and
maintenance. The remaining operations are expected to be self-supporting. The
Foundation will attempt to raise $1 million for an operating endowment.
Access and Use: The commission is responsible for scheduling use of the
auditorium. Cal Poly will be entitled to use of the auditorium for a limited,
specified number of official University events .
Dissolution: The commission and agreement can be dissolved at various times
according to specific provisions of the agreement. In the event of dissolution, an
equitable distribution of any and all assets and debts, including the value of the
center itself, would occur.
Since the conceptual agreement was approved, representatives from the City, Cal Poly
and the Foundation for the Performing Arts have worked to create a formal
agreement. The agreement before the Council has been designed to address various
administrative and legal concerns stemming from the conceptual agreement. Key
provisions are summarized below:
1. A development schedule is included which if maintained would result in a
completed project in March 1990 (4.02) .
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COUNCIL AGENDA REPORT
2. Award of construction contract (scheduled for September 1991) would be
contingent on the City and Foundation fulfilling their financial obligations.
The City's share would be one-sixth of an anticipated $20 million (5.02) .
3. In addition to two-thirds funding the University will provide the site, utility
services and building and site maintenance (5.06) .
4. The University will develop a parking management plan for approval by the City
and Foundation (6.01) .
5. A non-profit corporation will operate the Center for at least 75 years (7.04) .
6. Two-thirds of the events at the Center should enhance the University' s education
mission (7.05) .
^r . Provisions of an operating agreement to be developed are specified (7 .09) .
PREVIOUS REVIEW: The broad issue of auditorium development has been reviewed
several times since a feasibility study was authorized in 1985. The agreement is
the product of direction given by the City Council in 1987. Other than the parties
to the agreement, no organization or bodies have formally reviewed the agreement.
The City Attorney was a City representative and concurs with the recommendation.
FISCAL IMPACT: Approval of the agreement leads to a City obligation of more than $3
million for construction. The City's share of design costs is included in the
City's current Capital Improvement Plan and is scheduled for expenditure in May
1989. The conceptual financing plan for construction contemplates increases in the
Transient Occupancy Tax along with use of money from the Facility Reserve. The
Facility Reserve is currently about $1 .5 million. No immediate expenditure would be
mandated by this agreement.
ALTERNATIVES:
1 . Council may approve the agreement. This would permit staff to proceed with
implementation including the necessary financial plan. (Staff recommendation. )
2. Council may continue consideration of the agreement and request specific
changes. Significant delay in approving the agreement could delay the project
by one year.
3. Council may not approve the agreement and withdraw from the project. Even
though the City only provides one sixth of the funding, it is critical for the
timely completion of this project and as a demonstration of local support of the
project.
RECOMMENDATION: Adopt resolution approving a development agreement for the
Performing Arts Center as recommended.
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Attachment: Draft Resolution Y�.5
RESOLUTION NO. (1988 SERIES)
A RESOLUTION OF THE SAN LUIS OBISPO CITY COUNCIL — —
APPROVING A DEVELOPMENT 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 have 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 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 by the City.
SECTION 2. The City Clerk shall furnish a copy of this resolution and
a copy of the executed agreement approved by it to: Dr. Warren Baker,
President, California Polytechnic State University; and
Warren Sinsheimer, President, Foundation for the Performing Arts.
On motion of seconded by
and on the following roll call vote:
AYES:
NOES:
ABSENT:
the foregoing Resolution was passed and adopted this day of
1988.
MAYOR RON DUNIN
ATTEST:
CITY CLERK PAMELA VOGES
*sssss
Approved:
City Ad 'nistrative cer City torney
Fin"cirector
*DeWies action by Lead Person ME. NG ' AGENDA
Resoond by: DATE ITEM #
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`:H Atty. Development Agreement
Performing Arts Center
B- T. T
is agreement is made and entered into this day of
, 1988 , by and between the State of California acting
through the Trustees of The California State University,
hereinafter referred to as the "Trustees" on behalf of California
Polytechnic State University, San Luis Obispo, hereinafter
referred to as "University, " the City of San Luis Obispo,
California, hereinafter referred to as "City, " and the Foundation
for the Performing Arts Center, a California nonprofit public
benefit corporation, hereinafter referred to as "Foundation. "
WHEREAS the University has long established plans to construct an
auditorium on its campus capable of handling an audience of, 1200
to 1500 persons, and
WHEREAS 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 to 1500 persons, and
WHEREAS it does not appear likely that either the City or the
University can afford to undertake to design, construct and
operate a 1200 to 1500 seat performance hall alone, and
WHEREAS the Foundation consists of people from throughout San
Luis Obispo County and beyond who desire to see a 1200 to 1500
seat performance hall in San Luis Obispo and who are willing to
raise a substantial share of the cost of constructing and
operating such a facility, and
WHEREAS no single public or private entity appears likely in the
foreseeable future to have the financial resources to construct,
operate and maintain a 1200 to 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, and
WHEREAS 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 the
burden of raising funds and sharing the use of the hall, and
WHEREAS the parties believe that a joint effort can create a
facility best suited to the needs of the University and the
community. They can create a performing arts facility with a
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combination of excellent acoustics, sight lines, stage
facilities, storage, lighting, technical equipment, rehearsal
space and backstage 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.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions hereafter contained, the Trustees, the City, and the
Foundation do hereby agree as follows:
1. The parties agree to fund and build a Performing Arts Center
capable of seating 1200 to 1500 people on the campus of the
University as more specifically set out in this agreement.
2 . The parties agree to develop an operating agreement for the
operation of the Performing Arts Center in accordance with
the principles set forth in Section 7 of this agreement.
3. The design of the Performing Arts Center will be predicated
to a large extent on the February 23 , 1987 architectural
report which was prepared at the request of the City. That
report identified the following features as desirable for a
facility to meet the general program requirements set forth
by the City, the Foundation and the University.
a. An auditorium capacity of 1200 to 1500 with three
levels of seating to allow for variable audience
capacity while retaining a sense of intimacy.
b. A stage house and loft to provide for a full working
stage with access to support spaces and service
entrances.
C. An orchestra pit with hydraulic lift to permit a large
fore stage when the pit is not required.
d. A lobby of sufficient size to permit its use as a
separate space for public assembly, receptions and
similar functions.
e. Appropriate support components for the theater, stage
and related areas plus administrative space for
building management and the corporation.
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f. Critical attention to sight lines, acoustics, lighting
and sound control are paramount to a successful
facility.
The final project description document will be
developed by the City, the Foundation, and the
University.
4 . Design and Construction
4 . 01 Construction of the project shall proceed in
conformance with the legal requirements under the
California State University Contract Law, Public
Contract Code Section 10700 et seq. , and the building
to be constructed shall be the property of the state.
4.02 Trustees shall make best efforts to proceed with the
design and construction of the project in accordance
with the same procedural requirements as for CSU
state funded projects with the addition of provisions
necessary to reflect the unique arrangement described
herein. As explained at a meeting attended by staff
from the Trustees, University, City, and Foundation
held at the Chancellor' s Office on March 23 , 1988 ,
the following general schedule outlines these
requirements:
a. April 1988 Program Planning Guide (PPG) is
submitted to PPD (includes
program description,
justification, and budget
estimate) .
(a. l) May 1988 Board Meeting - Approval
of concept.
b. July 1988 1989-90 to 1993-94 Draft Five
Year Capital Improvement Program
is submitted to Board of
Trustees. Program may include
request for preliminary planning
funds for Performing Arts Center.
c. July 1988 PPG is submitted to Department of
Finance (DOF) and Legislative
Analyst Office (LAO) .
d. September 1988 1989-90 to 1993-94 Five year
Capital Improvement Program is
approved by Board of Trustees.
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e. September 1988 Visit to campus by DOF, LAO, and
consultants to legislative
committees.
f. January 1989 1989 Governor' s Budget is
released.
g. February 1989 Written analysis of 1989
Governor' s Budget by LAO is
released.
h. April-May 1989 Legislative committees evaluate
1989 Governor' s Budget.
i. June 1989 1989 Budget is signed by
Governor. Funds for
schematics/preliminary plans may
be available on July 1 , 1989.
j . July 1989 Schematic plans are stated.
k. August- Mid-schematic plan evaluations
September 1989 by campus and Chancellor' s Office
staff occurs.
1. November 1989 Board of Trustees approves
Schematic Plans. Preliminary
plans are stated.
m. January 1990 1990 Governor' s Budget is
released (working drawing funds
for the project may be included) .
n. February 1990 Written analysis of 1990
Governor' s Budget by LAO is
released.
o. March 1990 Preliminary plans are completed
and transmitted to the State
Public works Board for approval.
p. April-May 1990 Legislative committees evaluate
1990 Governor' s Budget.
q. June 1990 Governor' s Budget signed by
Governor. Funds for working
drawings may be available on July
1, 1990.
r. July 1991 Working drawings are stated.
s. January 1991 Working drawings are completed.
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t. January 1991 1991 Governor' s Budget is
released (construction funds for
project may be included) .
u. February 1991 Written analysis of 1991
Governor' s Budget by LAO is
released.
v. April-May 1991 Legislative committees evaluate
1991 Governor' s Budget.
w. June 1991 1991 budget is signed by
Governor. Funds for construction
may be available on July 1 , 1991.
X. July 1991 Bid documents for the project are
released.
y. September 1991 Construction contract is awarded
and construction is started.
z. March 1993 Construction is completed.
4.02. 1 It is understood by the parties that the above
schedule represents goals and no breach occurs
if the time schedule must be adjusted.
4. 03 It is contemplated under the timetable set forth in
Section 4 . 03 that the following goals be set:
a. Design phase: Board of Trustees appoint an
architect for the project in May 1989 .
b. Schematic phase: Schematics to be presented
to the Board of Trustees in November 1989 .
C. Preliminary plans: Preliminary plans be
developed in March and April 1990 .
Submission of plans to Board of Public Works
for approval in July 1990 .
1) Funding for working drawings
requested in July 1990 .
2) Working drawings completed in June
1991.
d. Construction phase: Trustees request
construction funds in July 1991 .
1) If funding request met, Trustees will go
to bid.
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2) Construction phase envisioned to
take 1} to 2 years Anticipated
completion dated of project is
March 1993 .
e. It is understood by the parties that the
above times represent goals and no breach
occurs if this timeline must be adjusted.
4 . 04 Trustees may not award any construction contract
until after City and Foundation have fulfilled their
respective obligations to deposit with Chancellor' s
Office Chief Fiscal Officer their share of the
funding of the project in accordance with Sections
5.02 and 5.03 of this agreement.
a. However, after selection of architect and
submission of architectural schematic design for
the project, if City or Foundation disapproves of
the architectural design, either City or
Foundation may elect not to deposit with the
Chancellor' s Office Chief Fiscal Officer the
balance of funding committed for construction
specified in Section 5.02 and 5 .03 respectively.
Said election will act to terminate this agreement
and excuse all parties from any further acts or
obligations under this agreement. If such
termination occurs, each party shall bear its own
costs up to that time, and shall not receive
reimbursement from the other parties to this
agreement.
b. It is further agreed among the parties that City
and Foundation will participate with the campus in
the recommendation for the selection of the
architect and in providing further input to the
Trustees' staff in the development of all phases
of the construction plans and specifications.
5. Funding
5.01 The parties estimate the project cost of the
Performing Arts Center will not exceed Twenty Million
Dollars ($20,000,000.00) . The Project Cost shall be
an amount agreed upon by the three parties, and the
three parties agree to work together on the scope of
the Project to stay within the estimate. "Project
Cost" means the sum required to design, construct and
equip the Performing Arts Center. Project cost
includes, but is not limited to:
a. Fees and commissions for design services;
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b. Site surveys and soil 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.
5.02 City agrees to fund one-sixth of the project cost.
City shall deposit its share of the project cost with
the Chief Fiscal Officer of the Trustees at the
following intervals:
a. Deposit an amount equal to one-sixth of the design
funds for each state of plan development
(schematics, preliminary and working drawings)
prior to the authorization to the architect to
proceed with each phase.
b. Deposit the balance of its one-sixth share of the
project cost in cash or letter of credit prior to
the award of construction contracts by Trustees.
5 .03 Foundation agrees to fund one-sixth the cost of the
project cost. Foundation shall deposit its share of
the cost of the project with .the Chief Fiscal Officer
of the Trustees at the following intervals:
a. Deposit an amount equal to one-sixth of the design
funds for each stage of plan development
(schematics, preliminary and working drawings)
prior to the authorization to the architect to
proceed with each phase.
b. Deposit the balance of its one-sixth of the
project cost in cash or letter of credit prior to
the award of construction contracts by the
Trustees.
c. Foundation further agrees to make "best efforts"
to raise an endowment fund of one million dollars
($1 ,000,000 .00) the income from which to be used
to defray operating expenses associated with
program development and presentation and to defray
any maintenance costs not covered by the
University for the Performing Arts Center.
Endowment Fund means a fund the net income from
which will be transferred to the "Corporation"
identified in Section 6 of this Agreement for
expenditure by the Corporation' s Board while the
Foundation maintains the principal of the fund
intact. The Board, rather than the Foundation,
shall control the expenditure of the net income.
5.04 Trustees agree to seek funding from the Legislature
in an amount equal to two-thirds of the Project Cost.
Trustees shall commit the amount approved by the
Legislature for the design and construction of the
project. Trustees shall not be bound to proceed with
the design and construction of the project should the
Legislature not allocate sufficient funds for the
project.
5 .05 None of the parties shall be obligated to proceed
with the design and construction of the project until
funding for each phase (schematics, preliminary,
working drawings, construction) has been secured by
each of the parties. If the project cannot go
forward because of a lack of adequate funding, any
party may elect to terminate this Agreement, such
election excusing all parties from any furtheracts
or obligations under this Agreement. If such
termination occurs, each party shall bear its own
costs up to that time, and shall not receive
reimbursement from other parties to the Agreement.
5 .06 In addition to Trustees' funding commitment to the
project costs set forth in Section 5.04 , Trustees
shall make the following contributions:
a. Trustees shall provide the land for the site of
the Performing Arts Center. The site is presently
identified as that University property on Grand
Avenue adjacent to the existing theater.
b. Upon completion of the project, University will
provide utility services and perform all
maintenance and custodial work on the Performing
Arts Center and its landscaping consistent with
state criteria. The University' s maintenance
staff will consult and cooperate with the
Performing Arts Center' s operating entity to be
created in accordance with principles set forth
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in Section 6 of this Agreement as to maintenance
needs and scheduling occasioned by the Performing
Art Center' s schedule and uses.
5.07 In the event project costs exceed the estimated $20
million, the parties agree to work together to
provide a method to get additional funding, or agree
to reduce the scope of the project to stay within
budget.
6 . Parking
Z.6 .01 University shall develop a parking management program
providing the public access to campus parking
facilities for events scheduled at the Performing
Arts Center. The University agrees to deliver a
proposed parking management program to the City and
the Foundation not later than March 1 , 1989.
6 .02 Both the City and Foundation must notify the Trustees
in writing of their approval or disapproval of the
Universitv' s parking management plan no later than
May 1 , 1989, the date the University must submit its
proposed capital outlay program for fiscal year
1990-1991 . If either the City or the Foundation
timely notifies the Trustees of its disapproval of
the University' s parking management plan or fails to
timely file any notification with Trustees, said
notification of disapproval or event of
nonnotification shall act to terminate this
agreement. Said termination shall excuse all parties
from any further acts or obligations under this
agreement, including the City' s and Foundation' s
obligations to deposit with the Chancellor' s Office
chief fiscal officer the balance of funding committed
for construction specified in Sections 5.02 and 5 .03
respectively.
7 . Operating Agreement
7 .01 In consideration for the nonstate funding provided by
the City and Foundation for this project, Trustees
agree that the City and Foundation should join
Trustees in creating a nonprofit public benefit
corporation for the operation of the Performing Arts
Center, including the determination of appropriate
operating policies.
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7.02 The nonprofit corporation to be established will be
the operator of the Performing Arts Center. The
nonprofit corporation will sign an operating
agreement or other appropriate agreement with the
Trustees, to be developed. The operating agreement
or other appropriate agreement to be developed shall
incorporate the principles hereafter set forth in
this Agreement. The term of the operating agreement
or other appropriate agreements shall be not less
than 75 years.
7 .03 The operating agreement or other appropriate
agreement and nonprofit corporation shall be in place
before the construction of the facility is completed.
7 .04 The operating agreement or other appropriate
agreement shall include, but not be limited to, the
following provisions:
a. The corporation and its board shall not pledge as
collateral the Performing Arts Center building,
fixtures, or land situated upon for any loan, debt
or contract it may enter.
b. The corporation will release and hold harmless the
Trustees from any debts the corporation may incur
including any debts owed to staff hired by the
corporation. Under no circumstances shall state
funds be used to finance any program operating
deficit of the Performing Arts Center. Failure to
finance a deficit may be grounds to terminate the
operating agreement. The Performing Arts Center
will be operated on a "break even basis. "
However, in the event of a deficit, the City and
Foundation will make up the deficit. Because the
University has agreed to provide the Performing
Arts Center with utilities and maintenance
services, the University will not be responsible
for corporation deficits.
c. The corporation shall be responsible for the
hiring, salaries, and benefits, including workers'
compensation, of any staff.
d. The corporation shall maintain the types and
amounts of insurance set forth in Section 7 .09 of
this agreement.
7 .05 Two thirds of the events at the Performing Arts
Center shall be activities that should enhance the
University' s educational mission. In addition, the
University shall have priority scheduling for certain
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official University functions. The University shall
present a list of official University functions and
their dates to the board annually on or before
January of each year for events in the subsequent
fiscal (academic) year. In recognition of the value
of utilities and maintenance provided by the
University, the value of those services shall be
credited to defray facility rental costs for official
University functions.
7 .06 The Performing Arts Center will not be the exclusive
home for any user group. 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. However, no group shall have
permanent rights to use the Performing Arts Center;
all use shall be subject to the corporation's
scheduling decisions.
7.07 Events of dissolution of the corporation will be
addressed. In the event of dissolution of the
operating agreement, the operation of the Performing
Arts Center will revert to the University. In the
event of dissolution, Trustees will give recognition
to the City' s and Foundation' s financial
contributions by guaranteeing community access to the
facility for an agreed upon number of occasions
annually.
7 .08 The corporation shall maintain the following types of
amounts of insurance:
a. Liability Insurance. The Corporation 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 .00, and property damage limits 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 Trustees, 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.
b. 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,
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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) .
These shall include demolition, increased cost of
construction, and change in building law
endorsements.
c. 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 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 . 05 Unresolved issues, such as a definition of repair and a
determination of which entity shall be responsible for
repairs, shall be addressed. Additionally, the parties
agree that the operating agreement or other appropriate
agreement to be developed shall incorporate the
following principles:
a. The Performing Arts Center shall be operated by a
nonprofit public benefit corporation formed by the
parties to be known as the Central Coast
Performing Arts Center Commission (the
"Corporation") , or some other mutally agreeable
name.
b. The Corporation shall be governed by a board of
directors consisting of seven persons (the
"Board") .
C. Membership. The corporation shall have no
members, as provided in California Corporations
Code Section 5310 .
d. Powers and Responsibilities of Corporation. The
Corporation shall be responsible for the 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
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Center. The Corporation will establish and
maintain a calendar of scheduled events and
available dates.
e. Board of Directors. The Corporation shall be
governed by a board of directors consisting of
seven persons.
f. 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.
g. 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.
h. 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.
i. 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
parties to this Agreement 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.
j . 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.
13
k. Quorum. A quorum shall consist of five members of
the Board, including at least one representative
from each of the three parties.
1. Officers. The Board shall select one of its
members as Chairman and one as Secretary to serve
at the pleasure of the Board.
M. Voting. All actions of the Board will require the
approval of five (5) members.
n. Regular Meetings. The Board shall hold regular
meetings, on a schedule to be agreed upon by the
members; but, in any event, not less than every
three months.
o. Special Meetings. Special meetings may be called
by the Chairman or by any two members. 1.
p. Public Meetings. If the corporation seeks and is
granted recognition as a recognized auxiliary
organization pursuant to Education Code Section
89900 et seq. , its meetings shall be conducted in
accordance with California Government Code Section
11120 et seq. (Bagley-Keene Act) . All meetings
shall be held in the Performing Arts Center unless
some other meeting place providing convenient
public accessibility is specified in the notice of
meeting.
q. Bylaws. The Board shall, from time to time, adopt
such bylaws, rules and policies not inconsistent
with this statement of principles as it determines
to be best suited to the internal operation of the
Corporation and the operation and use of the
Performing Arts Center. Proposed bylaws and
proposed bylaw amendments shall be submitted to
each of the three parties for review and comment,
all in a timely manner.
14
8. 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: , 1988 THE CALIFORNIA STATE UNIVERSITY
By
Date: 1988 CALIFORNIA POLYTECHNIC STATE
UNIVERSITY, SAN LUIS OBISPO
By
Date: , 1988 CITY OF SAN LUIS OBISPO
By
Date: 1988 FOUNDATION FOR THE
PERFORMING ARTS CENTER
By
eA19/Foundation
- 15 - -moo
MEETI'•^ AGENDA
DATE `c 6 '88 ITEM #
San Luis Obispo Chamber of Commerce
1039 Chorro Street • San Luis Obispo, California 93401 • (805) 543-1323
David E. Garth • Executive Manager k Denotes action by Lead Person
Respond by:
L�.ounc�
V.eAO
❑City Afty.
December 6, 1988 ®Clerk-oris..
f-T. T.
69--Al6
Mayor and City Council Members:
City of San Luis Obispo
P.O. Box 8100
San Luis Obispo, CA 93403-8100
Dear Honorable Mayor and Council Members:
The San Luis Obispo Chamber of Commerce is in enthusiastic
support of a performing arts center developed cooperatively
through the efforts of the City, Cal Poly and the Foundation for
the Performing Arts. We inderstand this center will be
located on campus at Cal Poly and operated by a governing
board of representatives of each participating group.
The agreement before you tonight has been long in the making
and represents, in our opinion, the best in public-private
partnerships. The concept of the center bodes great things
for all of us in the community, and we are eager to see it
move forward.
Best regards,
Conrad Byars
Chamber Presi ent
ACCREDITED
CM.•GER OI CARYLYCI
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