HomeMy WebLinkAbout05-22-2024 Amendment No. 1 to Exclusive Negotiating Agreement with SLO Repertory TheatreAMENDMENT NO. 1 TO EXCLUSIVE NEGOTIATING AGREEMENT
THIS AMENDMENT NO. 1 TO EXCLUSIVE NEGOTIATING AGREEMENT is made and
entered in the City of San Luis Obispo on _______________________________________, by and between
the City of San Luis Obispo, a charter municipal corporation (“the City”) and San Luis Obispo Repertory
Theatre, a California non-profit organization (“SLO REP”). The City and SLO REP are jointly referred to
as the “Parties”.
WITNESSETH:
WHEREAS, on May 22, 2019, the City and SLO REP entered into an Exclusive Negotiating
Agreement (“ENA”) that set forth certain parameters, conditions, milestones, and conditions precedent to
entering into a long-term lease for SLO REP to use of a portion of City property to construct and operate a
new theatre building adjacent to the City’s Cultural Arts District Parking Structure, and
WHEREAS, the ENA has a five-year term that may be extended by mutual agreement of the Parties
and both the City and SLO REP have a desire to continue working together towards the construction and
long-term operation of a new theatre building; and
WHEREAS, both the City and SLO REP have completed and will continue to maintain their
respective obligations specified in the ENA, as well as satisfy the necessary conditions precedent to lease
negotiations and execution (paragraphs 5, 6, and 8), and the Parties are presently working together to move
towards the preparation of a mutually agreeable lease agreement.
NOW THEREFORE, in consideration of their mutual promises, obligations, and covenants
hereinafter contained, the parties hereto agree as follows:
1. The Exclusive Negotiating Agreement is hereby amended as follows:
i. The term shall be extended for a period of six (6) months from the date of this
Amendment No. 1, provided that SLO REP shall disclose to City other sites or
options, if any, that it may be considering for the theatre. The ENA may be
extended for an additional six (6) month period thereafter with approval by the
City Manager. The additional six (6) month extension may only be considered
upon SLO REP delivering a written notice of intent to proceed with final lease
negotiations with the City.
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ii. Paragraph 8a., General Lease Terms, shall be amended as follows: “SLO REP
shall commence construction of the Theatre no later than one (1) year after the
completion of the Palm Nipomo Cultural Arts District Parking Structure and
shall complete construction of the Theatre within three (3) years after that.
SLO REP shall not commence construction of the Theatre unless SLO REP
demonstrates, to the City’s Finance Manager Director’s reasonable satisfaction
prior to expiration of the year within which SLO REP is to commencement of
construction, that SLO REP has all of the funds necessary to design and
construct, as well as operate for at least one (1) years after completion of
construction, the Theatre, plus a 15% construction contingency, available in
cash or approved financing (the “Required Funds”), and SLO REP shall also
submit to the City Manager (or their delegate) a written document that
demonstrates an operating reserve of 20% for the first year of operating the
new theatre and three year operating plan including the establishment of a fund
for building and facilities maintenance and repair.”
iii. Paragraph 8b., General Lease Terms, shall be replaced as follows: “A lease
term not-to-exceed ninety-nine (99) years.”
2. All other terms and conditions of the Exclusive Negotiating Agreement remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day
and year first written above.
CITY OF SAN LUIS OBISPO SLO REPERTORY THEATRE
_________________________________ ________________________________
Erica A. Stewart, Mayor Kevin Harris, Managing Artistic Director
ATTEST
_________________________________
Teresa Purrington, City Clerk
APPROVED AS TO FORM
_________________________________
J. Christine Dietrick, City Attorney
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