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HomeMy WebLinkAbout11/14/1989, 1 - THREE-PARTY AGREEMENT FOR DEVELOPMENT OF A PERFORMING ARTS CENTER AT CAL POLY UNIVERSITY r _\ �{t1c._Y ;P1G AGENDA /9 -n„lim"V iP inli iil"!I� 11 it`II 'i u / s�r TE 1 Jr r�~." ITEM # Isp �,ili'I i hill i I�IIIIIII l III I III�III�IIIiII III of, san. 1 8 0- B, 0 ►i� 990 Palm Street/Post Office Box 8100 • San Luis bispo, CA 93803 $10J� f�['/5 November 9, 1989 RECEIVED MEMORANDUM NOV 1 3 1989 CITY CLERK TO: City Council SAN LUIS OBISPO,CA FROM: John D SUBJECT: Thr ' - Agreement for Development of a Performing Arts Center at Cal Poly University RECOMMENDATION: That the City Council review and approve the Three Party Agreement between California State Polytechnic University, the Foundation for the Performing Arts and the City ,of San Luis Obispo for the development and operation of a Performing Arts Center on the Cal Poly Campus. The City has had a long history of attempting to develop a performing arts center within the community. In 1985 the City Commissioned the firm of Hall,Goodhue, Haisley and Barker to do a performing arts center feasibility analysis. Out of that effort, and the discussions between the three parties which followed, the City and the other two parties developed a memorandum of understanding (attached) . This statement of principles was reviewed and approved by City Council in 1986 and was signed by the Mayor on behalf of the City. This memorandum of understanding sets forth the basic intent and purposes of a performing arts center on the Cal Poly Campus, a facility which would be designed and operated to serve the University's educational programs and the cultural needs of the people of San Luis Obispo and San Luis Obispo County. The essence of the discussions at that point was that no one party had the financial capability to construct a performing arts center of the size and quality desired, and the only practical way this would be accomplished could be by a joint effort between the University, the City, and citizens and private organizations. It was thought at that time that the educational and cultural needs of the University were complimentary to the cultural and performing arts needs of the citizens of the City and the County. Since that time the City Council authorized the City Attorney and __. the City Administrative Officer to represent the City in � - I discussions with Cal Poly and Foundation representatives. Collectively the three parties have spent many long hours in hammering out a document which respected the desire of the parties to work together and to produce a facility for the benefit of all parties and, at the same time, to consider the needs of each separate party and provide adequate protection to each party. It was always assumed that the State would be providing the majority of the money inasmuch as the facility was to be located on the Cal Poly campus. Later we learned that the State would provide two thirds of the funding, primarily justified on the cooperative nature of the project, and that both the City and the Foundation would each be responsible for one sixth of the projected facility cost of twenty million dollars. In essence the University has agreed to pay two thirds of the construction cost, give the land for the facility, provide the parking and to provide utilities to and maintenance for the project. The City and Foundation have each agreed to provide one sixth of the cost of the project, and to make-up any operating deficit, should that occur. An overview summary of the development agreement for the performing arts center follows: Pages one and two set forth the preface or preamble to the agreement, and the basic design parameters of the performing arts center. These two pages are the "heart" of the agreement and should be carefully reviewed. Section 4 on page 3 deals with the design and construction of the center, primarily the schedule, and points out in section 4 .02, that the schedule discussed represent the goals and that no breech occurs if the time schedule must subsequently be adjusted. Section 4 .04 on page 4 states that the construction contract cannot be awarded until the City and the Foundation have deposited their share of the funding. Section 4.04. 1 on page 3 that if the City or the Foundation disapprove of the architectural design they may elect not to deposit their funds which would terminate the agreement and excuse the parties from further acts or obligations. Section 4.04 .2 on page 4 states that the City and the Foundation will participate with the campus in the architect's selection and the development of construction plans and specifications. Section 5.01 on page 4 states that the estimated project cost will not exceed 20 million dollars. Section 5.02 on page 5 states that the City agrees to fund one -7'-2- sixth of the project cost. �- Section 5.03 on page 5 states that the Foundation agrees to fund one sixth of the project cost. Section 5. 03.3 on page 6 states that the Foundation agrees to make it's "best effort" to raise an endowment fund of 1 million dollars, the income from which will be used to defray operating expenses associated with program development and presentation and to defray the cost of any maintenance not assumed by the University (as subsequently spelled out) . Section 5.04 on page 6 states that the University agrees to seek funding from the legislature in an amount equal to two thirds of the project cost. Section 5.05 on page 6 states that the parties shall not be obligated to proceed with the design and construction until funding for each phase has been secured, and the project will not go forward if there is a lack of adequate funding, and that any party may elect to terminate this agreement which would excuse all parties from any further acts or obligations under the agreement. Section 5.06 on page 6 states that (in 5. 06. 1 ) the Trustees shall provide the land for the site of the performing arts center, the location is specified, and (under 5.06.2) upon completion of the project, the University will provide utilities, and building maintenance, grounds maintenance and custodial services consistent with State criteria. Section 5.07 on page 7 states that if project costs exceeds the estimated 20 million dollars the parties agree to work together to get additional funding or agree to reduce the scope of the project and stay within budget. Section 6. 01 on page 7 states that the University shall develop a parking management program providing public access for events scheduled at the performing arts center, and that the University agrees to deliver a proposed parking management program to the City and the foundation by March 1, 1990. Section 6. 02 on page seven states that both the City and the Foundation must notify the University in writing of their approval or disapproval of the University's parking management plan within 60 days of receipt of the plan. If either the City or the Foundation notify the Trustees of it's disapproval of the University's parking management plan, this notification shall act to terminate the agreement. Section 7.01 on page 7 states that the University, the City and the Foundation shall create a non-profit public benefit corporation, - the purpose of which shall be to advise the �. University and the manager of the Center on operating policies, 7- 3 scheduling, maintenance policies, and the operating budget. Section 7.02 on page 8 states that it is the intent of the University, the City and the Foundation that the facility be operated for the benefit of the University and the community indefinitely. Section 7.04 .3 on page 8 states that the performing arts center will be budgeted to operate on a "break-even basis". . . . in the event of an operating deficit the City and the Foundation will make up the deficit. Section 7. 04.4 on page 9 states that under no circumstances shall state funds be used to finance any program operating deficit of the Center. Section 7.05 on page 9 states that two thirds of the events of the performing arts center shall be activities that should enhance the universities educational mission. In addition, the University shall have priority scheduling for certain official University functions. Section 7.06 on page 9 states that the performing arts center will not be the exclusive home for any user group . it is the parties intent that community and campus non-profit groups be charged at a lower rate for use of the Performing Arts Center than other groups. . . at least annually, after consultation with the corporation's Board, the manager will prepare a use schedule for the following year. Section 7 .07 on page 10 sets forth a dispute resolution procedure, stating that (in 7.07. 1) the only matter subject to dispute resolution shall be equity in the number of dates and days of the week allocated to the City or community sponsored events. Section 7. 09 on page 11 states that events which would cause the dissolution of the corporation will be addressed. 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. Section 7.12 on page 12 sets forth that the parties agree that the implementing operating agreement to be subsequently developed shall incorporate the following principles. 7.12.2 : The corporation shall be governed by a board of directors consisting of 9 persons (the "Board") . 7.12.4.: Regarding the responsibilities of the corporation, the corporation shall be advisory to the University and the manager of the performing arts center as to operating policies, scheduling, maintenance policies and the operating 7 - Y budget. . . C7.12.5: The corporation shall be governed by a Board of Directors consisting of 9 persons. 7. 12. 6: The President of the University shall appoint 5 Directors and 5 alternates. The City (Council) shall appoint 2 Directors and 2 alternates. The Foundation shall appoint 2 Directors and 2 alternates. 7. 12.8: Directors shall be appointed for a three year term. 7.12.9: Sets forth the powers and responsibilities, the supervisor and the method of appointment of the manager of the performing arts center. 7. 12. 10: A quorum shall consist of 5 members of the Board,- including at least one representative from each of the three parties. 7. 12. 11: The Board shall select one of it's members as Chairman and one as Secretary. . . 7.12. 12: All actions of the Board will require the approval of 5 members. 7.12 . 15 All meetings of the corporation are open to the public at a place providing convenient public accessibility. 7.12 .16: The Board shall to from time to time adopt such by- laws, rules and policies as are necessary, not inconsistent with the statement of principles. . . This agreement again is a result of much consideration and hard work by the University, the Foundation for the Performing Arts, and the City of San Luis Obispo. It is deemed by all parties to be an significant cooperative venture and in the highest public interest to create a quality facility for the proper presentation of events and performances serving the educational and cultural needs of this area. The joint venture will provide for the development of a facility which will be larger and of higher quality than any one of the parties could have developed on their own. The alternatives to approval of the agreement are: 1. Non-approval. This action would cause the project to fail, that is, a facility of the type envisioned would in all probability not be developed in San luis Obispo or on the Cal Poly University Campus. 2 . specify non-approval of certain provisions and authorize further negotiations. while this might appear to be a viable. option, it would likely, at a minimum, delay the funding for � - 5 a year and, at a maximum, not result in success. The negotiations to date have been prolonged and sometimes difficult and, in the results obtained, probably represent the outer limits of what each party is willing to give up of their own authority, resources and prerogatives. Foundation President Warren Sinschimer on occasion acted as the defacto chief negotiator for the Foundation and City interests and can verify this. Representing the three parties in these discussions were: University Dr. Malcom Wilson, Mr. James Landreth, Mr. Doug Gerard Foundation Mr. Warren Sinschimer and Dr. James Jennifer Citv Mr. Roger Piquet, Dr. Toby Ross and Mr. John Dunn Though, not involved in the meetings, President Warren Baker and Mayor Ron Dunin added their personal support on several occasions. The Chancellors office was involved at several points in the discussions: Involved were Chancellor Ann Reynolds, Vice-Chancellor Herbert Carter, Assistant to the Chancellor John Hillyard and General Counsel Mayer Chapman. The City Council has earlier unanimously approved a preliminary agreement on this matter. Although a number of changes have been made from the preliminary agreement, the spirit and intent of the agreement remain the same. The agreement is enthusiastically recommended to you for your approval. c: City Attorney Former City Attorney 7 - G THEA CALIFORNIA STATE —- UNIVERSITY ®oo cmm,aazuj »n ,m,moe e.,rvwAo . tee, MEW 14WWACZ. `=AiJ is. NOR-THIM s• pub=& . A300ft . eM Enke avr asae • 6w V&M emm X= - rn um 03ro — N►N MUEos OF=OA TM CHMCMJA]t A a1»sva October 26, 1989 Dr, Warren J, Baker President California Polytechnic State University, San Luis Obispo San Luis Obispo, California 93407 Dear President Baker: Chancellor W. Ann Reynolds has reviewed and accepted the Development Agreement for the San Luis Obispo Performing Arts Center. I am, therefore, sending four signed copies back to you for further processing . . If there is anything else that I can do, please do not hesitate to contact me, Sin erely, H rbert L. Carter Executive Vice Chancellor HLC:cb Enclosures (4) 400 GOLDEN $SORB, LONG BRACH, CALIFORNIA 90801-4175 • INFORMATION. (213) 590-1506 • TELEFAX: (213) 3905749 DEVELOPMENT AGREEMENT PERFORMING ARTS CENTER This agreement is made and entered into this day of 1989; 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 hail. 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 combination of excellent acoustics, sight lines, stage facilities, storage, lighting, technical equipment, rehearsal space and 1 -7 backstage accommodations. such a hall would serve the needs of community and University performing arts groups, touring artists, Ci 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, THE PORE, 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 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 redicatedto a large extent on the February 23, 1957 architectural report which was prepared at the request of the City. That report identified the following features as desirable for a facility to most the general program requirements set forth by the City, the Foundation and the University. 3. 01. An auditorium capacity of 1200 to 1500 with three levels of seating to allow for variable audience capacity while retaining a sense of intimacy. 3.02. A stage house and loft to provide for a full working stage with access to support spaces and service entrances. 3.03. An orchestra pit with hydraulic lift to ,permit a large fore stage when the pit is not required. 3. 04. A lobby of sufficient size to permit its use as a separate space for public assembly, receptions and similar functions. 3. 05. Appropriate support components for the theater, stage and 'related areas plus administrative space for building management and the corporation. 3 . 06. Critical attention to sight lines, acoustics, lighting and sound control are paramount to a successful facility. 2 � - q 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 Contract Code Section 10700 et seq. , and the building to be constructed shall be the property of the state. 4.02. Trustees shall make beat 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. At a meeting attended by staff from the Trustees, University, City, and Foundation held at the Chancellors Office on March 23, 1988, a general schedule outlining these requirements was discussed. It is understood by the parties that the schedule discussed represented goals and no breach occurs if the time schedule must be adjusted. 4.03 It was contemplated in March that the following goals would ba mat: 4 .03 . 1 Design phase: Board of Trustees appoint an architect for the project in May 1989. 4 .03 . 2. Schematic phase; Schematics to be presented to the Board of Trustees in November 1989. 4. 03.3 Preliminary plans: preliminary plans to be developed in. March and April 1990. Submission of plans to Board of Public Worcs for approval in July 1990. 1) Funding for working drawings. requested in July 1990. 2) Working drawings completed in June 1991, 4.03 .4. Construction phase; Trustees request construction funds in July 1991. 1) It funding request met, Trustees will go to bid. 2) construction phase envisioned to take r 1h to 2 yaars. Anticipated 3 r completion dated of project is March • 1993. 4 . 03.5. It is understood by the parties that the above times represented goals and no breach occurs if this timeline must be adjusted. In fact, because of delay in state funding, it appears that there will be at least a one year delay. 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. 4.04. 1. 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. 4.04.2. 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 trillion 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: 4 � -1 5.01. 1. Fees and commissions for design services; 5.01.2. site surveys and soil investigations; 5.01.3 . Center construction; 5.01.4 . Necessary relocation of existing improvements; 5. 01.5. upgrade of existing utility services if required; 5.01. 6. Test and inspections during construction; 5.01.7. Miscellaneous costs associated with project approval such as: physically handicapped compliance, State Fire Marchal, contract code check; and 5. 01.8. 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 fallowing intervals: 5.02.1. 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. 5. 02.2. 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: 5. 03 .1. 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. 5. 03.2. Deposit the balance of its one-sixth of the project cost in each or letter of credit prior to the award of construction contracts by the Trustees. 3 - 5.03.3 . Foundation further agrees to make "best efforts" to raise an endowment fund of one million dollars ($1,000, 000.00) the income from which will be used to defray operating expenses associated with program development and presentation and to defray the cost of any maintenance not described in Section 5.06.2 . Endowment Fund means a fund the net income from which will be transferred to the "Corporation" 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 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 other parties to the Agreements 5.06 In addition to Trustees' funding commitment to the project costs set forth in section 3. 04, Trustees shall make the following contributions; 5. 06.1. 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. 5. 06.2. Upon completion of the project, University will provide utilities; and also building maintenance, grounds maintenance and custodial services consistent with state criteria. The University's maintenance 6 -7 ► 3 staff will consult and cooperate with the Performing Arts Center's- manager as to maintenance and service needs and scheduling occasioned by the Performing Arts Center's schedule and uses. 5.07 In the event project costs exceed the estimated $2o 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 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, 1990. 6.02 Both the City and Foundation must notify the Trustees in writing of their approval or disapproval of the University's parking management plan no later than 60 days following receipt of the plan by the City and the Foundation and before the date the University must submit its final proposed capital J outlay program for fiscal year 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 shall act to terminate this agreement. Said termination shall excuse all parties from any further acts or obligations under this agreement, including the City'a 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 . Agreement 7.01 In consideration for the non-state 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. The purpose of the corporation shall be to advise the University and the manager of the Center on operating policies, scheduling, maintenance policies, and the operating budget of the Center. 7 7. 02 The nonprofit corporation to be established and the Trustees will sign an agreement to be developed. The agreement shall incorporate the principles set forth in this agreement. It is the intentof the University, the City, and the Foundation that the facility be operated for the benefit of the University and the Community indefinitely. 7. 03 The agreement and nonprofit corporation shall be in place before the construction of the Performing Arts Center is begun. 7 . 04 The agreement shall include, but not be limited to the following provisions: 7. 04. 1 The agreement will describe those matters to be involved in the non-state operating budget of the Center. The non-state operating budget will include, but not be limited to, projected revenues, staffing levels, compensation, insurance and reserves. The non-state operating budget shall not include those items to be provided by the University (utilities, building maintenance, grounds maintenance and custodial services at section 5.06 above) . The agreement will also provide an approval process for the non-state operating budget. 7. 04.2 The corporation and its board shall not Pledge as collateral the Performing Arts Center building, fixtures, or land they are situated upon for any loan, debt or contract it may anter. 7. 04.3 The Performing Arts Center will be budgeted to operate on a "break even basis. " The manager will be responsible for preparing an annual balanced operating budget in consultation with the Board. However, in the event of an operating 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 operating deficits of the Performing Arts Center. The manager shall not make an additional expense or obligation not listed in the annual operating budget without the prior consent of all three parties represented on the Board. s -745' i 7 .04.4 The corporation will release and hold harmless the Trustees from any debts the �. corporation may incur. Under no circumstances shall state funds be used to finance any program operating deficit of the Performing Arts Center. Failure to finance a deficit or to agree to a budget may be grounds to terminate the agreement. 7. 04. 5 The corporation shall maintain the types and amounts .of insurance set forth in Section 7.10 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 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 of the facility 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 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. All use of the facility shall be subject to the manager' s scheduling decisions after consultation with the corporation's board, and subject to the dispute resolution procedures in Section 7.07. it is the parties' intent that community and campus nonprofit groups be charged at a lower rate for use of the Performing Arts Center than other groups. At least annually after consultation with the corporation's board, the manager will prepare 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 facility appropriately reflecting their combined one-third share of the capital costs of the facility. 9 � -r 6 i 7 .07 Dispute resolution procedure 7.07..1 The only matter subject to dispute rasolution shall be fairness in the equity - in the number of dates and days of the week allocated to city or community sponsored events. 7.07.2 In the event the City or the Foundation disputes the equity of the number of dates or days of the week allocated to city or community sponsored events in the annual calendar developed by the manager either the city or the Foundation may file a complaint in writing with the University president, specifying the specific issue in dispute. The dispute must be submitted in writing to the president within one week of receipt of the manager's 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 dispute to a dispute resolution committee. 7.07.3 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 shall be selected by the presiding Judge of the Superior Court of San Luis Obispo County upon application of any one party. 7 .07.4 The dispute resolution committee shall decide the dispute. 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 and any written arguments. The Chancellor shall affirm, modify or reject the dispute resolution committee's decision based on the written submissions. The Chancellor's decisionshall be appealable to the chair of the. CSU Board of Trustees whose decision shall be final. 10 7.07.5 It is expected that the dispute process shall be completed within thirty (30) days of the time it is begun. 7, 08 The City, Foundation and University shall respect the artistic rights of expression of groups booked into the facility by the manager. 7. 09 Events of dissolution of the corporation will be addressed. 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. 10 The corporation shall maintain the following types and amounts of insurance:. 7.10. 1 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 of 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. 7 .10.2 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) . These shall include demolition, increased cost of construction, and change in� building law endorsements. 7.10.3 Policy Form, Content, Insurer. All insurance required under this Agreement shall be issued by responsible insurance companies qualified to do business in 11 California and reasonably acceptable to O 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 (3 0) days prior written notice to the parties. 7. 11 Unresolved issues, such as a definition of repair and a determination of which party shall be responsible for repairs, shall be addressed. 7.12 The parties agree that the agreement to be developed shall incorporate the following principles: 7.12. 1 The nonprofit public benefit corporation formed by the parties shall be known as the Central Coast Performing Arts Center Commission (the "Corporation") , or some other mutually agreeable name. 7. 12 .2 The Corporation shall be governed by a board of directors consisting of nine persons (the "Board") . 7.12.3 Membership, The Corporation shall have no members, as provided in California Corporations Code Section 5310. 7. 12.4 Powers and Responsibilities of Corporation. The Corporation shall be Advisory to the University and the manager of the Performing Arts Center as to operating policies, scheduling, maintenance policies and the operating -budget of the Performing Arts Center all as set forth herein. If the corporation is established prior to the time the architect and/or design pians for the facility are selected, it may participate in the selection process. The corporations participation is in addition to, and not a substitute for, the participation of the city and Foundation in Section 4.0. 4 . 1 and 4 .04.2 of this agreement. 7. 12.5 Board of Directors. The corporation snail be governed by a board of directors consisting of nine persons. 7.12.6 Selection of Directors. The president of the University shall appoint five directors and five alternates. The City shall appoint two directors and two 12 -7- IR r- alternates. The Foundation shall appoint two directors and two alternates. 7.12.7 Compensation of Directors. No director shall be compensated for services an 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. 7 .12 .8 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. 7.12.9 Powers and responsibilities of the manager. The operation of the Performing Arts Center shall be the responsibility of the manager. The manager shall be a ^ person qualified by reason of professional /l training and experience. The manager will be hired by the University or its auxiliary; and the balance of the operating staff of the Performing Arta Center will be the employees of a University Auxiliary. The corporation shall reimburse the University and the University Auxiliary as appropriate each year for the amount budgeted for compensation and benefits for the manager and operating staff of the Performing Arts Center. The University and the University Auxiliary shall be responsible for insuring that the manager operates within adopted budgets and policies for the Performing Arts Center. The corporation's board shall participate 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 corporation's board on broad policy matters. The Manager shall be responsible for all administrative and operating matters. 13 r / U 7. 12.10 Quorum. A quorum shall consist of five members of the -Board, including at least C} one representative from each of the three parties. 7.12. 11 officers. The board shall select one of its members as Chairman and one as secretary to serve at the pleasure of the Board. 7. 12.12 Voting. All actions of the Board will require the approval of five (5) members. 7. 12. 13 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. 7.12.14 Special Meetings. special meetings may be called by the Chairman or by any two members. 7.12. 15 Public Meetings. If the corporation seeks and is granted recognition as a recognized auxiliary organization pursuant to Education Code Section 89900 at seq. , its meetings shall be conducted in accordance with California Government Code Section 11120 at seq. (Bagley-Keene Act) . All meetings shall be held in the Performing Arta Center unless some other meeting place providing convenient public accessibility is specified in the notice of meeting. 7 . 12 .16 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 its advisory role to the manager 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 l 8.0 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: OCt0her 26 , 1989 THE CALIFORNIA STATE UNIVERSITY By: Date: October 30. 1989 CALIFORNIA POLYTECHNIC STATE UNIVERSITY, SAN LUIS OBISPO By: ` Date: , 1989 CITY OF SAN LUIS OBISPO By: Date: , 1989 FOUNDATION FOR THE PERFORMING ARTS CENTER J By: o:FPAC3.Agr 102489 r' 15 _L'L 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 - 7-23 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 - -7 CCapital 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 - ? -2� 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 agreement, and none of the people signing it binding by re 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. CALIFORNIA POLYTECHNIC STATE UNI RSITY By: WARRE J. BAKE P esi ent CITY OF SAN LUIS OBISPO By: 4% . e!d-�1Q� �°; ayor %R FOUNDATION FOR THE PE ORMING ARTS By: — WARREN A. ,SINSHEIMER, eM4 President 111986 4 -7-2-(o M, Luis Obispo County (Calif.) Telegram-Tribun, -riday, May 20, 1988. Opinion. Editorials Arts center in SLO.: The show w" o . . g on The frustrations and fab&starts.of the past two decades are'behind us.Now,the.show is on the road toward construction of,a performing arts center.for San Luis Obispo. The highest and heretofore'insurmountable hurdle cost--was cleared essentially this week when the California State University trustees approved the draft development plan to build a 1,500-seat center neat to the Cal Poly Theater. This means that the state will put up the lion's share of the.financing. The state will pay$12 million of the$20- million price tag. The city of.San Luis.Obispo will out up$4 million-and the Foundation for the Performing Arts, a group ' Of local citizens, will put up the rest. The new thrust for the.center has three essential things. going:for it that were lacking in past efforts- - • Thecenter will be built on the university campus, which brings the state into the financing and provides a place for parking. • The effort is being guided by a visionary and aggressive foundation of citizens working in harmony, a. factor lacking in past performing arts center efforts when there were disputes over where it should be located. • The effort has two influential and articulate backers in Cal Poly President Warren Baker and Foundation President Warren Sinsheimer. The historyof the drive for a performing arts center goes back to 1961 when the late Lucille Fabbri organized the Civic and Fine Arts Association. This organization brought the issue before the city's voters in 1965. But residents turned down the idea by a vote of 2 to 1. Two years ago, the move started up again. In the initial stages, the site was still a question. Eventually, Cal Poly entered the picture and the proposal.has been off and running ever since: The next move is a meeting between officials of Cal Poly, the city, the foundation and State University attorneys to polish the performing arts center agreement. Following that will be choice of an architect. Construction is targeted to begin in 1991 and the curtain " is expected to open for the first performance in 1993. As we go forward toward that opening; we should not au forget the wooden World War II surplus ditorium on the Cuesta College campus_The old horse has and continues to come through in grand style despite its lighting,acoustical and seating shortcomings. It has been-our performing arts center since the college was formed in the 1960s, When the new center is finished it will bring a new —7 dimension to San..Luis:Obispo..And.it will be welcome: 8/A /San Luis Obispo County (Calif.)Telegram-Tribune/ Saturday, November 21, 1987 Opjnion Editorials In. Atascadero the ti e is ripe, for compro ise _ The Atascadero Unified Schoot District has eenZg1n the surface. Itis a e=honored way og finding answers an developing solutio . ` But if a con versy goes on too long without boaring fruit, it can hav a destructive influence that overwhelms any good that- 'ght have come out of a debate in the first place. The tw sides of an issue become polarized and people in ed become outright enemies. The original objective b comes only a blur. ants to stay home and No on can expect caring p ignore w tever is dished out to their children. At the same time, solutions to all controversies in school districts or anywh a else can be found only through compromises. N w that.the electionis over, we believe it is time for the• o sides in these issues to strive for effective solutions on intelligent compromise. -- Continuing on the present course will not benefit the c dren. More proof of need for new concert hall - Classical music.fans have a double dose of piano pyrotechnics in store when two young giants of the keyboard . perform in San Luis Obispo County this.month. On Monday, Nov. 23, American-born pianist Steven Mayer will perform in a Mozart Festival fund-raiser at the new Church of the Nazarene in Pismo Beach. In a program that.promises plenty of fireworks, Mayer will re-create the Nth-century pianistic battle royal between Franz Liszt and Sigismond Thalberg that was the talk of the Paris.salons. Tickets will be sold at the door. Come Monday, Nov. 30, T ri uesta College,Auditorium will ring with the playing winner Barry Douglas, an Irish pianist who both charmed and dazzled the Soviet judges. Sponsored by the San Luis Obispo Community Concerts Association, Douglas' More will be only his second-in California and comes More his long-awaited Carnegie Hall recital. It is sold out_ 9 That two musicians of such magnitude should come to pur county within a week of each other shows Central Coast - audiences are discerning,and demanding. It is also a sign t a full-fledged performing arta center is long overdue; 'sucH virtuosi need a forum worthy of their talents. r t MEETINGOATS � 'a �V�IIIIIIIP II�II� C� of San tins OBispo /,Z-�-SE COUNCIL AGENDA REPORT ITEM NUMBER: FRCM: John Dunn. City Administrative Office , SUBJECT: Consideration of an agreement bdtzse the City, Cal Poly and the Foundation for the Performing Arts for construction of a performing arts facility on the Cal Poly campus. Cao RECOYMENDATION: 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 1987Council considered options for the City's participation in constructing Performing Arts Centers for the community. After lengthy public hearings, Council approved an implementation program for the auditorium development including the following actions: Proceed with negotiations for the joint venture with Cal Poly and the Foundation I for the Performing Arts for a large theater on the Cal Poly campus. 2.. investigate options for increasing the transient occupancy tax by 2-30. 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. �������►►m►Illlh�p� �►��ll� city o� san tuts osispo ANOZe COUNCIL AGENDA REPORT SUMMARY OF CONCEPTUAL AGREEMENT: Statement of Facts and Purposes: Cal Poly and the Citv of San iniS Obispo have long ,considered the need for a 1200-1500 seat auditorium. The Founda,-ion 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 5900.000 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 sell`-supporting. The Foundation will attempt to raise S1 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 1993 (4-02) . � I i )u��i�iii�Villllflllp° °9��111 city of san lus oBispo MIGs 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 forapprovalby 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) . 7. 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. S3 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 1939. 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 >igreement . 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. TR:mp -3 Attachment: Draft. Resolution J. D *Oenotes action by Lead Person i..'17ING AGENDA Respond I founpl DATE °� a '88 ITEM # «�n 8 CAO yA4' Development Agreement �• .,irk-orifi. PJ�`T10"00i Performing Arts Center F-Ir- m- F:tc 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 J _ 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. _ Wd -ming-1�rts--een2-ei--•wr•11-•b� predicatecl. -large -extent on--the­-Febru-aL-y 2.3 , ­1987 -arch "tectural rf!p=t_..which--was prepared- at--the- request-o•f--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. -7- 33 - 2 - 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: i a. April 1988. Program Planning Guide (PPG) is -�' submitted to PPD (includes program description, justification, and budget estimate) . (a. 1) 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. - 3 - ?� I e. September 1988 Visit to campus by DOF, LAO, and consultants to legislative committees. f. January 1989 1.989 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. 4 - 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. eptia* i $ems 4 .1 ..�u°I y�•2 _19 9;1 -� X. July 1991 Bid documents for the project are released. y. September 1991 Construction contract is awarded and construction is started. Z. 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. - 5 - i� 2) Construction phase envisioned to C take 14 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 L 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 anal 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 r-equired to design, construct and equip the Performing Arts Center. Project cost includes, but is not limited to: a. Fees and commissions for design services; _7 -3� 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. 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 + _�'.-t`r' =-gmee }^ f„r,A onesixth 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 �r� ..��ztirhe�cost -vf �ia pxvfjeut"t!0:2 : 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. rn ra; _., e..a,.,,..e.�+ fundr.o-f•®w�tnil].i.orr dela i I ('�”'��'''��•�`�"�'�e"�-€ro�witi°etr•�o�be--u•sed+ 7 �' I j a ^a -g�esea and to defray j 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 i intact. The Board, rather than the Foundation, shall control the expenditure of the net income. 5.04//i 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 th partTe_s-shall. be...ob.ligated....to. ._proceVd w'lthe des gir-a-n&-cons.truction of. the::project until. fyAdi.ng.:.<--for,:.ea.ch., hase .. .(,schemat cs•,.: :preliminary.R. wprki4g. drawings ­cons truwt on.)• ha,s--been secured:-•hy JJc-,o f- 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 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 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: Eenter� The site is presently identified as that University property on Grand Avenue adjacent to the existing theater. b.1 Upon completion of the project, _+ a-lam . goes�=:ancbW..ge-r-rorm.,..�,al.L.. mai.ntes�aaee- anew-eusLto&k--a1-�v-ark,on-. -the- -Performingi ILL�t~s-�ei^ii -la•ndscapn1grconsistent 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 �- -7-39 8 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 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 University' 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 . 7 . 01 In consideration for the nonstate funding provided by Ithe City and Foundation for this project, Trustees agree that o� tsiroan=°shou•1d- join,. IgmS;Pee7—rn---creatrng --a .nonprofit -public - benefit c-nrnnratinn_:fes;m iperation=of•-the^--Performing�,Arts dente:., including the determination of appropriate operating policies. - 9 - 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. e�o.perating.:..agreement ,,y' et4ier�ap.prop-ria.te-.::agreements -•shall. be.-not--less. t ani- 165--yearn. 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 10 — 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, - 11 - equipment, and improvements to the extent of at least one hundred percent (1008) 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 . 09 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. wg•• s�G�utall_.be.._PPera,ted.. by,a �gppzoJt�pnbl ikSeTreEit corporation fozme�—b�r� he parties to be known as the Central Coast Performing Arts Center Commission (the "Corporation" ) , or some other mutally agreeable name. b. 54e•.6orpvrae±olr*slra1l•-be governed-:by...a..board= of eetors- cansFstinggs 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 - 12 - 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. m�tyFF�in -two;..dire�tors., aailwtwo-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 rnlav 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. i 13 � r Ck. 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 member.s; _ 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. 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. i 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 - 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 agreementapproved by it to: Dr. Warren Baker, President, California Polytechnic State University; and Warren Sinsheimer, President, Foundation for the Performing Arts. ME ,'NG AGENDA DATE 6 a8 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�ouncil V-eAO ❑Gty Atty. December 6, 1988 9Cledc-o0g.. ba-r T f�VFYet o 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, X, Conrad Byars Chamber Presi ent ACCREDITED c+..wr.nwrw•n o• .+r urno vurrs ! 1 III '�'�/ Q(� �I�IIIuIIIIII��I I�IIII "J r MffTING OATS: C� Ij San Luis OBISpO 4-21-87 MIGNC®t.JNCIL AGENDA REPORT ITEM NUMBER: FROM: ' Toby Ross, Acting City Administrative Officer / SUBJECT performing Arts Centers CAO RECOMMENDATION: Adopt Resolution approving Implementation Program for Performing Arts Centers BACKGROUND: SUMMARY AND ANALYSIS OF STUDY Demonstration of Need The HGHB study, which was authorized on October 15, 1985, concludes that there is a demonstrated need in the community for two performing arts facilities. The HGHB study identifies these needs as follows: 1. The first priority (greatest need) is for a large (approximately 1500 seat) theater. 2. While smaller user groups do have access ,to a range of facilities, there is a demonstrated long-term need for a. permanent small (approximately 300 seat) multi-use center. The study also explored available alternatives for meeting the performing arts needs of the community. It .approaches .the two needs separately, with the large facility considered first and two primary alternatives for the small facility presented second. Large Theater The study draws the following conclusions and bases its recommendations on them: 1. The Fremont is not suitable for adaptive reuse for a 1500 seat theater. 2. There are no other existing downtown sites that could be cost-effectively renovated for this purpose. 3. Sites for new construction in the downtown core are problematic.. 4. Costs for a new large theater are estimated to between $16 and $20 million, which is more than the City can afford to spend. i��)�p city of san Luis osispo COUNCIL AGENDA REPORT Study Recommendations Enter into a joint venture with The University and the Foundation for the Performing Arts Center to locate a new Center in the Cal Poly Campus. Construction, Maintenance and Administration Coordination and management of construction and on-going building maintenance would be the responsibility of the University. The parties intend to form an independent governing entity or "Commission" for the Center. This Commission would have authority to govern the operation of the theater including, but not limited to, planning, program development, design review, booking policy, and development of calendar and user fee schedules. The Commission would employ a general manager and permanent staff as necessary. In order to assure equal access to all user groups, the- Commission will be a seven-member board representative of all parties. Five votes would be necessary for any action, and the Commission would be structured so that at least one member of each of the three involved parties would have to agree in order for there to be a five-vote majority. Funding Financial Commitment The City has entered into an informal agreement with the University and the Foundation for proceeding with construction of a large Performing Arts Center on the Cal Poly Campus. While the agreement is not binding and negotiations of terms are still in progress, options are based on preliminary discussions. The City's projected share of the funding is approximately 17 percent with 66 percent to be provided by the University and 17 percent by the Foundation. It is assumed that any final agreement would limit the City's financial responsibility to no more than the financial commitment of the Foundation. If 17 percent were the final portion. this would require a possible commitment of 53.4 million based on a total cost of S20 million. Sources The study identifies the following potential funding sources: 1 . The Cultural facilities reserve currently has approximately $1 .2 million. About $150,000 was added annually in the last two years. /� ��� ►�►►��NIII@Ip ��IU city of san tins oBispo Ma COUNCIL AGENDA REPORT 2. The Annual Capital Improvement Program is a probable source of construction funding, depending on the City's total capital contribution and the timing of construction. The use of this source represents a funding priority choice by the City. 3. An increase in the Transient Occupancy Tax (annual revenue of approximately $850,000) has been discussed as a potential source of funding. If one-half of a 3 percent increase were devoted to performing arts, it would generate about $250,000 per year. This money would have to be appropriated annually to performing arts unless the increase were approved by the voters. The study recommends that the City avoid funding through a "bond issue" if possible, unless other capital needs make collective fund raising through a bond issue more efficient and less costly. If the project has a reliable revenue source such as increased Transient Occupancy Tax, then bond financing may be an appropriate strategy. Bond financing for the Performing Arts Centers may be unnecessary if other C.F_P projects are funded through a successful financial strategy. Operational Funding The University will probably accept responsibility for utilities and maintenance. The Commission will be responsible for salaries and related expenses with revenues from use of the Center to be used for these purposes. The financial goal of the Commission will be to break-even. Surplus revenues will be used to build reserves for special projects and to cover future operating deficits. Operating deficits will be the responsibility of the City and the Foundation which may contribute in-kind services to help offset these expenses. The City will be expected to work. with the Foundation to establish an endowment to offset expenses and provide performance operating subsidies. The responsibility for fund-raising will be shared by all parties, however, the Foundation will accept primary responsibility for and management of these efforts. Small Theater The options for a small (approximately 300 seat) multi-use theater considered in the study were: 1. New construction at a downtown site. 2. Adaptation of the Fremont Theater. 3. Adaptation of the Veteran's Memorial Building. 4. Adaptation of the Premier Music Building. ��� ►�piu►Illll��p u� �� crty of san Luis amspo COUNCIL AGENDA REPO Of these options, the study concluded that new construction would require an expenditure of approximately $3 to $4 million, not including land cost. In conjunction with expenditures for the large Poly theater, it was felt that this was prohibitive The adaptation of the Premier Music Building was also considered infeasible, since it would require major modifications in order to increase its seating capability from 100 to approximately 300. The necessary modifications would result in a project that is not cost-effective, and actually could be more expensive than tearing down the existing building and beginning with a new construction on the site. The study also concluded that a more modest remodel. to allow a 100 seat "storefront" facility would provide only a short-term solution for a limited number of user groups, and therefore would not be desirable.. Of the remaining options, the study prefers the adaptation of the Fremont Theater both because of its downtown core location and the desirability of preserving the historical value of the building. The Veteran's Memorial Building is also considered a viable option and would probably be the less expensive alternative. The Fremont The adaptation of the Fremont is recommended. First Stage The first stage would create an intermediate audience capacity of approximately 600 and provide minimum support space for performing events. It would not provide rehearsal, shop, storage, or classroom space. These would be accommodated in phase two. The purpose of the first phase would be to provide accommodations for performing groups while the large theater is being built. After the completion of the large theater, which would then be used by a number of the groups in lieu of the Fremont, the final adaptation to a small multi-use performing center could be completed. Second Stage The- second stage would reduce the seating arrangement to approximately 300, while providing rehearsal, classroom and work space support components. At this point, the Fremont would become the long-term solution for Community and Children's Theaters, as well as providing a central location for meetings, seminars and chamber music events. 4,7— i ����► ��Illlip�pn �� � city of san Luis osespo Eaft"I -is COUNCIL AGENDA REPORT Depending on need and availability of funds, there is a third step that would add a full working stage (flyloft) . Costs The owners of the Fremont Theater have indicated a willingness to make the property available (sale or lease) . Additionally, Mann Theaters has a lease on the property that expires on December 31, 1989; with a five=year renewal option. The availability of this lease is uncertain. Acquisition of the property and lease could approach $1.5 million. Renovation is expected to cost between $400,000 and $600,000. In addition to the initial costs, there is an expected operating deficit of approximately $150,000 annually. The Veteran's Memorial Building The study did not provide a specific plan for the renovation of the Veteran's Memorial Building. It is estimated that the costs would be comparable to those involved with the Fremont, as would the operating deficit. The primary difference is the acquisition of the building. It has been suggested that the County of San Luis Obispo would give the Veteran's Memorial Building to the City. This would eliminate the purchase price, as well as the lease buy back. The downtown core location and preservation of the historic Fremont theater would be the major drawbacks to this option. Operation The study provides detailed information on various means of handling the operation of a small theater. It is possible that the projected operating deficit could be reduced by limiting the number of use groups that have access to the theater or by employing different means of managing it: these costs, however, appear to remain relatively standard no matter which option is chosen in regard to theater location. Funding Options The financing options suggested are the same as those for the large theater. There are also some options for financing the purchase of the Fremont that might lessen the financial commitment of the City. For example, the owner of the Fremont has expressed interest in the Premier site. another advantage to the Fremont site is that it could be used almost "as is" immediately upon acquisition. The necessary adaptations could be made in increments which would allow the costs to be spread over a number of years. This would, of course, require careful planning to avoid a piecemeal approach, but with that awareness, could provide a feasible alternative. �-S 11111111111�1��JIW§ city of san Luis oBispo WiN COUNCIL AGENOA REPORT Community Response Both the Central Coast Children's Theater and the San Luis Obispo Little Theater groups have expressed concerns with the recommendations of the study. Those concerns that are based on lack of rehearsal space and availability for extended pre-production periods would be short-term,. since once the final phase of the theater was completed, they would no longer apply. The other concerns voiced were primarily a matter of who will administer the center, decide booking priorities, and set use fees. These issues will need to be decided no matter what option is pursued. STAFF ANALYSIS OF POLICY OPTIONS The following options are available to Council.: 1. Council may decide to proceedwith a joint venture with Cal Poly and the Foundation for the construction. of a large theater. If this option. alone is chosen. the City's financial commitment probably could be met with current resources and revenues. 2. Council may decide to withdraw from the joint venture for a .large theater and pursue construction of a small multi-use theater. The total commitment could vary greatly depending on the chosen site for construction. alternatives are discussed under "Small Theater Options" later. 3. Council may decide to pursue both the joint venture for a large theater and the acquisition/adaptation of a smaller multi-use theater. If this option is chosen. new sources of revenue would be necessary. 4. Council may decide to reject all above options in favor of a new construction sometime in the future, and continue to increase the facilities reserve fund toward that end. OPTION NF1 Commitment Negotiations are in progress for the City to enter into a joint agreement with Cal Poly and the Foundation for construction of a large theater. The City will wish to specifically limit its portion of the commitment to no more than that of the Foundation. Further. the City may wish to limit its responsibility for possible operational deficits, or to specify that it would not be responsible. i City of san lues oi3ispo (— ERG@ COUNCIL AGENDA REP®RT Funding The Foundation for the Performing Arts has requested that the City budget $300,000 for a share of planning and design costs. If the City were to use available funding and carefully plan the timing, it could pay for the majority of the project with existing sources of funds. Community Response While there is wide community support for the project, there is also some concern about its location on the Cal Poly campus. , Further, it would be critical that the final agreement for administration of the facility protect the availability of it to City user groups in a manner that will provide a useful facility for them a substantial portion of the year. If these concerns can be resolved satisfactorily, the joint venture is by far the least expensive and perhaps the only way to provide a first class large performing arts facility for the community. OPTION #2 �- Construction and Funding Council may decide to withdraw from the joint venture to construct a large theater, and pursue only the development of a small multi-use theater within the city. This option is by far the most complex, because so many alternatives are available. If any of the existing. sites are used for adaptation, the cost involved would be between $2 and $2.5 million. This is, of course, less than the financial commitment required for Option xl, and the same funding sources are available. Operation An additional consideration, however, is the cost of operating the facility after it is finished. 'there is no existing entity ready to assume responsibility for the operation of the theater, although the Arts Council and San Luis Obispo Little. Theater have indicated interest in assuming this role. whatever the final outcome, if the information from the study is assumed to be correct, there will be approximately a $150.000 operating deficit per year. i � -s j��I�U city o� san Luis osispo MZW COUNCIL AGENDA REPORT Funding Council will, therefore, need to address funding of the deficit prior to construction of a facility. At present 20 percent of the Transient Occupancy Tax is earmarked for the Promotional Coordinating Committee. After primary functions of that Committee have been funded the remainder of the funds have been placed in the Facility Reserve Fund. These funds have been approximately $150,000 per year. Community Involvement Council may also wish to consider approaching potential user groups. Since this facility would be a multi-use theater, there may be enough community support for the City to provide the structure with the agreement that the groups using it will assume responsibility for all operating expenses. This possibility would require further negotiations to secure a firm commitment from the artistic community. SMALL THEATER OPTIONS As mentioned previously, the two major options for the small theater facility are l the Fremont Theater and the Veteran's Memorial Building. Each site has its own advantages and disadvantages. Fremont Advantages The Fremont is central to the downtown core, has a historic and artistic value, could be used almost "as is" allowing renovation to be spread over a period of time, and was the study' s first choice for a location. The Fremont would also comply with established policies in the General Plan' s Urban Land Use Element which require theaters to be located central to the downtown area or in the Madonna Plaza. Fremont Disadvantages The major disadvantage to the Fremont is cost. It appears that acquisition of the theater and the lease could approach $1 .5 million. There may be other ways of obtaining the theater that would minimize these costs. It is possible that the City could obtain use of the Fremont on a lease basis. however, the actual cost of this option would need to be determined. also. the immediate availability of the building remains uncertain. i city of san tuis oBispo A MaZ4 COUNCIL AGENDA REPORT Veteran's Memorial Building, Advantages and Disadvantages The Veteran's Building has the advantage of being obtainable for little or no cast; reducing overall costs to those required to renovate it for use. It is also a historically valuable building and is located in an easily accessible place. It is not in the downtown core. The building is currently well used and conversion could displace some existing users.. Type and Size Facility Whichever location is chosen, decisions will need to be made about the type .and size of facility to be provided. The study addressed the Fremont, so it is the location discussed here, however, the conclusions could be easily adapted for and applied to the Veteran's Building as. well. 1000+ Seat Facility 1. The property behind the Fremont possibly could also be obtained by the City. If so, the theater could be expanded to allow a larger seating capacity (perhaps 1000+ seats) and still provide adequate backstage and rehearsal spaces. This would create a facility that would benefit both theater groups and musical groups in the community. No concrete study of this option is available, but if Council should decide not to proceed with the large theater in lieu of constructing the City's own smaller theater. this possibility should be further investigated. Cost factor would, of course, increase an unknown amount depending on the outcome of the study. There is room on the Veteran's Building site for possible expansion, also. 600+ Seat Facility 2.. The first phase of construction shown in the HGHB study could be completed, with modifications to allow for as much backstage space as passible. This would provide a 600 seat facility and with redesign of the arrangement could probably provide minimal backstage areas for the theater groups. The results would provide a multi-use theater, but would be a compromise to the needs of all user groups, with the theater groups being the least satisfied. 300+ Seat Facility 3. The City could go directly to -the second stage mentioned in the study and complete the 300 seat theater which would provide good backstage facilities and rehearsal spaces. This would also be a compromise, but would be less satisfactory to the musical groups than to the theater groups. w i city of san Luis oBispo COUNCIL AGENDA REPORT Recommendation If Council decides to pursue only the small multi-use theater, a design study to determine the most cost effective location and to develop a facility design that would meet as many of the identified needs of all user groups as practical - maximum seating, combined with maximum backstage/rehearsal spaces - is strongly recommended prior to further j action. OPTION *3 Council may choose to pursue both the large theater and the small theater simultaneously. In addition to alternatives already mentioned. this option will require additional revenue sources and special attention to timing. I Additional revenue Necessary First, the proportion of existing funds to be used for each project will need to be decided. Then, the amount of additional funds necessary will be more easily defined. One potential source of revenue is an increase to the Transient Occupancy Tax. The current tax provides approximately 5880 ,000 per year in revenues. A 2 percent or 3 percent increase would provide additional revenues of approximately 5290.000 or $440.000. All or a portion of these additional revenues could then be designated for the construction of the performing arts theaters . j i Implementation Program for Performing Arts Centers 1. Proceed with negotiations for joint venture with Cal Poly and the Foundation for the large theater facility. 2. Consider increasing the Transient Occupancy Tax by 2 - 3 percent with a substantial portion of the increased revenues earmarked for Clip performing arts center, especially construction of a small theater. 3. Authorize a study to specifically address the advantages and disadvantages of each of the two primary locations under consideration for a small theater. This study should include recommendations for the optimum combination of backstage and seating arrangements. design suggestions, comparisons of the feasibility of converting each of the buildings, cost factors, and expected satisfaction with the results of proposed conversions. Although acquisition of the Veteran' s Memorial Building is considerably less costly than the Fremont. before any action is taken, a thorough study of the potential quality of a renovated Vet's Performing Center should be provided. ��IM�I ��uuIII��Pn>�u�q�Ili city Of San IUIS OBISpo Nis COUNCIL AGENDA REPORT 4. Pursue an agreement with an organization of community user groups for operation of the completed facility including financial commitment to provide for operations deficits, private fund raising projects, endowments or other means for consistent contribution to the operation of the completed project. Some definitive responsibility must be accepted by the user groups for this project to succeed. 5. Include in the City's Capital Facilities Plan (CFP) : 87-88 88-89 89-90 90-91 Large Theater $300,000 $1 million $1 million $1 million Small Theater $150,000. $500,000 $500,000 $500,000 Expenditure of these funds after FY 87-88 would be dependent upon: Large Theater 1. Successful negotiation of an agreement between Cal Poly, The Foundation of the Performing Arts (FPA) , and the City. 2. Successful fund raising by the FPA to match any City expenditures. 3. Passage of an ordinance increasing the Transient Occupancy Tax. 4. Issuance of a debt instrument or other financing strategy to support the CFP. Small Theater 1. Formation or designation of an organization to assume fund raising and operational responsibility. 2. Successful negotiation of an agreement with the organization establishing relative responsibilities and obligations. 3. Successful fund, raising by the organization to meet obligations. 4. Passage of an ordinance increasing the Transient Occupancy Tax. 5. Issuance of a debt instrument or other financing strategy to support the CFP. RESOLUTION NO. ( 1987 Series) A RESOLUTION OF THE COUNCIL OF THE CITY OF SAN LUIS J OBISPO APPROVING ADOPTION OF THE IMPLEMENTATION PROGRAM FOR PERFORMING ARTS CENTERS WHEREAS, on October 15, 1985. Council authorized the HGHB study to determine community needs and available alternatives for Performing Arts Center: and WHEREAS, the HGHB study determined that there is a demonstrated community need for two centers, a large approximately 1500 seat theater and a smaller. approximately 300 seat multi-use theater; and WHEREAS, public hearings have determined community support for the concept of a performing arts center; and WHEREAS, Cal Poly University and the Foundation for the Performing Arts have expressed interest in pursuing a joint venture to construct a large 1500 seat theater on the University Campus; and WHEREAS, viable alternatives exist for the provision of a small 300 seat theater in the City of San Luis Obispo; WHEREAS, Council consider a strategy for providing two theaters entitled, "Implementation Program for Performing Arts Centers. " i NOW THEREFORE, BE IT RESOLVED by the Council of the City of San Luis Obispo as follows: SECTION 1. The Council hereby adopts the IMPLEMENTATION PROGRAM FOR PERFORMING ARTS CENTERS : 1. Proceed with negotiations for joint venture with Cal Poly and the Foundation for the large theater facility. 2. Consider increasing the transient lodging tax by 2 - 3% with a substantial portion of the increased revenues earmarked for the performing arts center, especially construction of a small theater. 3. Authorize a study to specifically address the advantages and disadvantages of each of the two primary locations under consideration for a small theater. This study should include recommendations for the optimum combination of backstage and seating arrangements, design suggestions, comparisons of the feasibility of converting each of the buildings, cost factors and expected satisfaction with the results of proposed conversions . Although acquisition of the Veteran' s Memorial Building is considerably less costly than the Fremont, before any action is taken, a thorough study of the potential quality of a renovated Vet's Performing Center should be provided. 4. Pursue an agreement with an organization of community user groups ' for operation of the completed facility including financial commitment to provide for operational deficits. private fund raising projects, endowments or other means for consistent contribution to the operation of the completed project. Some definitive responsibility must be accepted by the user groups for this project to succeed. 5. Include in the City' s Capital Facilities Plan (CFP) : 87-88 88-89 89-90 90-91 Large Theater $300.000 $1 million $1 million $1 million Small Theater $150,000 $500,000 $500.000 $500.000 Expenditure of these funds after FY 87-88 would be dependent upon: Large Theater 1 . Successful negotiation of an agreement between Cal Poly, The Foundation the. Performing Arts (FPA) , and the City. 2. Successful fund raising by the FPA to match any City expenditures. 3. Passage .of an ordinance increasing the Transient Occupancy Tax. 4. Issuance of a debt instrument or other financing str-Rtegy to support the CFP. Small Theater 1 . Formation or designation of an organization to assume fund raising and operational responsibility. 2. Successful negotiation of an agreement with the organization establishing relative responsibilities and obligations. 3. Successful fund raising by the organization to match any City expenditures. 4. Passage of an ordinance increasing the Transient Occupancy Tax. 5. Issuance of a debt instrument or other financing strategy to support the CFP. On motion of seconded by and on the following roll call vote: i AYES: NOES: ABSENT: the foregoing Resolution was passed and adopted this day of April . 1987. MAYOR RON DUNIN ATTEST: CITY CLERK PAMELA VOGES Approved: Acting City Administrative Officer - City A 0 orney zlie—lz- �ULF � — IAI ting Director of Finance �l J i 1_�NDATION FOR THE PERFORMING ARTSCENTER November 9t ,1989 MEMORANDUM TO: Members of the San Luis Obispo City Council FROM: Jim Jamieson. Executive Director RE: Quarterly Report to the Council - Fund Raising Progress The attached chart summarizes the. Foundation' s fund raising progress from 1987 through October 1989. As you will note, the progress has been steady throughout this year with a significant increase in contributions in October. We expect to be over, the $2.5 million mark by December 31r 1989. The goal is to be at or near $3 million by the date the campaign is .formally launched on March 91 1990. JBJ/ljl Attachment P.O. Box 1137 C/ San Luis Obispo California, 93406 805/541-5401 N O :;:�;{;}:�{::?;%$}... .::......: :::{t;< i{ ::i :s:<:5: . titi: ti{C:{Lti: tiff i:: N r-1 .......r....................r............r...r..................... ^ _ �1 r •Vp'1. WY N g U O 01 01 M (rr rl U I O I AI I d, I Aj I N O 1 � 1 c I m I • 7 1 I N � I Co ............:...U' co W 1 C C� Cly Cl ^ 7 co Odl h p•-�� • � I � � I z I M 1 D Ord Ln m • U a0 ry N O1 A .-I r U co A •-1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 % i/1 d t+1 N r-I O - SAN LUIS OBISPO COUNTY WIDE C FIRST WAVE REPRESENTATION TO SAN FRANCISCO San Miguel San Simeon TO FRESNO/ BAKERSFIELD Paso Robles M Can//--ria I Jr �10 0 Templeton ,o, O Warununy Ataseadero Cay_uc.os llorro Bay Santa Margarita m, ■ ® Ravwood Park Cal 1.08 Osos Poly FOUNDATION FOR THE ® San L Obispo. PERFORMING ----- z ARTS CENTER Avila B.•• It Pismo Eh •Illtrurl, 13� .Ir ©Grover 'ty Arroyo �',ircled number First Wave members in each Moe. ano� Grande lJ More than 200 First Havers totall out of county First Wave representation = 12 TOLOS ANGELES - - nuiu�►unm�% �R�►iiiu�mmq sk IlpllIllllrrNrt = ��=/u/V�.;:Ii U ,u� =� alp L G'/i1G L"'--L'� ' IIIIIW��j1 .III _ JfL,\\tr•_L. \�\��\� u..... ryr.rimmmnnnnnmmmi� iJ .'; ,�'7,.: Pdw �i �p Fire f! ✓ I r bi Iii AdML CTHE NEED A The County of San Luis Obispo currently has a population of approximately 200,000 people and is one of the fastest growing counties in the State. This region of the Central California Coast is further enhanced by the 24,000 students attending Cal Poly and Cuesta College. In addition. the County continues to be a prime tourist area. attracting more than one million visitors annually. This situation, coupled with the multitude of local user organizations who await the development.of a performing arts center, has created a demand for a quality facility in which concerts, dance and theatrical_ performances, conferences. and lectures can be presented. In an effort to test this need systematically and assess the feasibility of building a performing arts center. the City of San Luis Obispo.hired the firm of Hall. Goodhue. Haisley and Barker. The firm's detailed study, released in February. 1987, found: • 55 potential user groups within San Luis Obispo County alone e quality of current cultural programs and patron support very high • a lack of quality performing arts spaces o that organizations cannot expand their audience base or programs given the inadequacy of existing facilities • the Performing Arts Center in its second year of operation could expect: 48 performances by local groups 14 performances by touring groups 29 uses for conferences/lectures/meetings 83,000 in total attendance for the year The study makes it clear that these estimates are "conservative." For example. "the number of touring performances could double with aggressive promotion and booking.' i ENEFI'TS The Performing Arts Center will confer many benefits upon San Luis Obispc County. It will • help unify the performing arts and strengthen the cultural life of the community. • permit people to experience the performances of touring artists in their own county rather than having to travel to San Francisco or Los Angeles CAL�L. for this privilege. t "^* • provide creative and cultural opportunities to students at every level. from elementary school to those at the University. - `� • bring tourists and visitors to the area, resulting in a significant increase imceim in the dollars spent in the County.. SAN FRANCISCO y 1, �•1 ` z .>Ys1,N LUIS OSISPO W _1OSANGELES ARTNERSHIP AND PROPOSED FUNDING The Foundation for the Performing Arts Center, the City of San Luis Obispo, and Cal Po, have agreed to work together to build a multi-purpose theater of approximately 1500 seats. It is estimated that the costs of such a facility will be 520 million. S20 million The Foundation, a non-profit corporation representing the private sector• has been formed to spearhead the project. It is committed to raising $5 million in funds from the private sector. The Foundation's role is critical. A successful private sector fundraising effort will provide the advance funding commitment necessary to insure that the University will receive State funds for the project. In addition. funds from the private sector will provide necessary enhancements to the Center. features that will make it an exceptionally attractive and versatile facility. The City of San Luis Obispo included $450,000 for performing arts planning in its 1987 L R budget and has approved a plan to allocate a total of $4.5 million in capital funds. $1.5 million in each of the next three years. It is anticipated that the majority of these planning .>1 and capital funds will be earmarked for the Performing Arts Center. U w Cal Poly has provided an attractive site near the major entrance to the campus and W cu Q convenient to downtown San Luis Obispo and outlying areas. The University has also E E, E, included $10 million in its capital budget and has agreed to seek State support for regular building maintenance and operating costs. HE FACILITY Main Performance Hall: 1500 seats on several levels to maximize the acoustical environment. allow for variable audience capacity. optimize sight lines, and create a sense of intimacy between performer and audience. Stage: Adjustable proscenium width, hydraulically operated forestage to create an orchestra pit. and capability to accommodate an orchestra shell. Lobby: Of sufficient size and containing technical support systems and architectural features so it can be used for banquets. receptions• conferences. and to host art exhibitions. Parking: Available in a 1500 space parking structure to be built adjacent to the performing arts facility. Other Features: Studios, warm-up rooms, rehearsal areas. green room, offices, storage areas. control booths. full handicap accessibility, and equipment for the hearing impaired. 0 DERATING ORGANIZATION To insure that the Center is open to the community and is not the exclusive home for any one user group, a commission will be formed to act as the operating authority. The com- mission will have seven members — three appointed by the University, two by the City and two by the Foundation. This body would not only have a role in planning the physical facility itself but also wou,, have the responsibility and authority for approving operating policies such as booking guidelines. event calendars, and user fee schedules. In brief, it would act as the governing entity of the Center. To carry out this responsibility, the commission would employ its own general manager and other necessary staff members. -7_ I C EADERSHIP Foundation for the Performing Arts Center Officers Warren Sinsheimer. President Greg Hind. Secretary John Hartman. Vice President James Lord. Treasurer Brette Burkett. Vice President Board of Directors Joan Akeyson James R. Gates Dennis Kish Carly Baker Barbara H. Georoe James Lord Lyn Baker Mary Hanson Catharine Niven Brette Burkett John Hartman. M.D. Peggy Peterson Joan Clark Rex Hendrix Barbara Ratcliffe Kathrine Coull Greg Hind John R. Ross Patricia Crawford Jerren Jorgensen. M.D. Warren Sinsheimer The Honorable Phyllis Kamm Rosemary Talley William R. Fredman Jack WauchoDe Campaign Planning Committee Ralph McCarthy. Chairman Richard Loomis Peogy Peterson John Ha 1man. Theo Maino AI Rizzoli Greg. Hind Dale Andrews Warren Sinsheimer The City of San Luis Obispo / City Council Administrative Staff Ron Dunin. Mayor John Dunn. City Administrative Officer Peg Pinard Roger Picquet. City Attorney Penny Rappa Toby Ross. Assistant City Administrative Officer Jerry Reiss Allen Settle California Polytechnic State University Warren J. Baker. President Malcolm Wilson. Vice President for Academic Affairs E. Douglas Gerard. Executive Dean. Facilities Administration James R. Landreth, Vice President for Business Affairs Charles R. Allen. Director of Development Professional Consultants Hall, Goodhue. Haisley & Barker Stanford Real Estate Associates Architecture & Urban Designers Economic Consultants Jerit/Boys. Incorporated Gary W. Phillips & Associates Theater Arts Planning Fund Raisino Counsel ® Executive Director • James B. Jamieson FOUNDATION. FOR THE Office address: Mailing address: PERFORMING 1 160 Marsh Street P.O. Box 1 137 San Luis Obispo, CA San Luis Obispo. CA 93406 ARTS CENTER (805) 541-5401 t FOUNDATION FOR THE PERFORMING ARTS CENTER Fall 1989 A Newsletter of the Foundation for the Performing Arts Center Thanks A-Million, Two Million In Fact!! On a balmy August evening, members of The Warren Sinsheimer, president of the Founda- First Wave gathered on the spacious patio of the tion, thanked First Wave members for their foresight President's home at Cal Poly University to celebrate and commitment saying, "We could not have made the Foundation's reaching the $2 million mark in its this significant progress without the help of each one of fund raising campaign. you here tonight." More than 130 First Wave members and their The champagne celebration preceded a Mozart ,sts applauded long and loud when John Hartman, Festival concert at the Cal Poly Theatre attended ' a ulairman of the campaign cabinet, announced the majority of the guests. — The next First Wave event will be a holiday yl party in December, so members of The First Wave, 4" watch your mailboxes for invitations! Zj First Wave members and guests help celebrate the$2 million mark' fund raising progress and recognized the generous j �+ gifts of Wells Fargo ($100,000) and Shell Oil ($30,000). / Sharon Young,vice president of Wells Fargo,and her aband, Duane, were in attendance. Dr. Hartman "Cheers!"John Hartman, chairman of the campaign cabinet, Sz-4ror a"id, "The gifts of these two major corporations have Young,vice-president of Wells Fargo,and Warren Sinsheime ;i- enabled us to surpass$2 million in gifts and reach 40% dent of the FPAC,toast the Wells Fargo donatiom of our$5 million goal. It is heartwarming to have this generous support from the corporate community." � L O • The FPAC is most grateful to "Call America" of San Luis Obispo for its generous donation of long distance calling. This is a big help to the Foundation's operating budge •Kudos are due once again to Coastal Computers for its continuing equipment gifts and ever ready technical support. • Two ticket surcharge donations were received by the FPAC in August.The San Luis Obispo County Symphony($3200)and the Mozart Festival Association($3800),through ticket surcharge contributions,generously support the FPAC operations and demonstrate to poten- tial corporate and foundation donors that local arts organizations are truly behind the project. • The Cuesta Belles "Let The Good Time Roll!" on September 23rd at the Cal Poly Theatre.A good time indeed was had by all who attended the high energy performance of this harmonic local chapter of Sweet Adelines Inc.The Cuesta Belles also generously support the FPAC with a ticket surcharge donation. Meet The Board Thirty-seven years ago, after graduating from the UCLA School of Business, Kathy Coull moved to San i Luis Obispo. The move was a successful and lasting one for Kathy 14+ and her husband,Tom. As a husband •..t- .. � . , rt� and wife real estate team, the Coulls ventured into business for themselves forming Tom Coull Realty,which they 'r - _ sold just two years ago. j Kathy nowserves on the Cuesta { College Community Education and d ow * Services board, and is past-president Pat Crawford t and active member of the Children's Home Society. When asked about her ;� .. Raised in Paso Robles, Pa Kathy Coull thoughts on the proposed new Per- Crawford is a native of San Luigi forming Arts Center,Kathy answered, Obispo's north county. Pat attender "We're ready for it!" Cal Berkeley and later San Jose State University where she earned her mas Shell 011 Company Foundatioft tern in English. After teaching severs years in the San Jose area,Pat returnec Shows Its Support to her home town of Paso Robles.She i now in her tenth year managing Shell Oil Com an s stron coir m tment to the devela ' P y' g p' doctor's office in Templeton. meet of::ihe SanLuis Obispo County Performing Arts Center Pat served as the 1981-198: ;is evident through°a generous contribution of$30,000 forthe president of the Mozart Festival o constuction of the center. Mr' B.E. Bernard;>General IVIan ciation where she organized the sirs ager of Production at'Shellls office in Bakersfield,WaS instr a north county concert performances.Pa mental in securing.this gift to the FPAC also served as president of the Mid Coast Health Systems Agency J , The 200th Member of _ The First Wave Tracy Wilder, retired Cap- �„ and band,and later in church choirs of the U.S. Navy, has found a allover the county.Barbara enjr 'd im w wave to sail,The First Wave of a _ the opportunity of singing wit,. _&e the Foundation for the Performing Westminster Choir oftheNewYork Arts Center.Captain Wilder and his Philharmonic, and since moving to wife Barbara are the 200th members San Luis Obispo in 1974,Tracy has to join The First Wave, the FPAC's played trombone in the San Luis first group of committed people who Obispo County Band. support and share the dream of a As president of San Luis performing arts center for San Luis Obispo Community Concerts, Mr. Obispo County. Wilder has many good reasons why Music has always been very ,,s he supports the Performing Arts much a part of the Wilder's lives. t '- " e _J Center project.Most importantly he Together they performed in the says,"This community is culturally Pulaski,New York high school choir Tracy Wilder rich, and its talents need a home!" FPAC Celebrates on Bastille Day! Tennis, volleyball, and lots of good food --� were on the agenda at the July 17th Board of Directors' summer celebration. Family,,-----d friends celebrated "Wive la FPAC!" on Base Day at the San Luis Bay Club. goal - T♦ First Wave Corpora ,and The Koffe -"latsch Larson Pt.,,arty Management Business Supporters Laws Hobby Loomix, Inc. Alex's Bar-B-Q Lundberg &Company Real Estate Blake Printery Madonna Plaza Associates Blakeslee and Blakeslee, Inc. Midland Pacific Building Corporation Coastal Radiation Oncology Medical Group San Luis Garbage Co. Coldwell Banker Don McHaney Realty Security Pacific Foundation Commerce Bank of San Luis Obispo, N.A. Shell Oil Diehl & Rodewald -A Professional Corporation The Spice Hunter Ernie Ball, Inc. Talley Farms F. McLintocks, Inc. Tas-Comm, Inc. Glenn,Burdette, Phillips & Bryson Vintage Properties Graphic Resources Corporation Visions Art Gallery Greenery's Bouquet Volumetrics The Guardian Financial Services Wells Fargo Foundation Hind Performance Sportswear Wighton's Refrigeration & Equipment JBL Scientific, Inc. The Foundation for the Performing Arts Center TPAC) FPAC STAFF has been established to raise funds to build a performing arts James B. Jamieson, center to serve the residents of San Luis Obispo County. FPAC, Executive Director the City of San Luis Obispo and California Polytechnic State University have formed a partnership to ensure that this goal is Denise Caffey, reached.The ground breaking target is 1991. Administrative Assistant THE CENTERLINE is a quarterly publication of the Foundation for the Performing Arts Center,edited by Lizanne Lizanne Winfield, Winfield.Reader comments and suggestions are welcome. Foundation Relations Non-Profit Org. U.S. Postage PAID San Luis Obispo, CA Permit No. 409 FOUNDATION FOR THE PERFORMING ARTS CENTER P.O. Box 1137 San Luis Obisoo California. 93406 805/541-5401 r-. ti r - I����IIIIII�IIIIIIII������������lilillll� I� Cl O SA luis OBISPO 990 Palm Street/Post Office Box 8100 • San Luis Obispo; CA 93403-8100 November 13, 1989 RECEIVE ® MEMORANDUM NOV 1 3 1989 Cm CLERK TO: City Council SAN LUIS OBISPO,CA From: John Du Subject: Suppl tary Memorandum: Performing Art Center Agreement At the time I put together the staff report last Friday on the Performing Arts Center, I had no first hand information on. the situation which was discussed in the newspaper a couple• of weeks ago. At that time it was reported that 175 lecture seats have been added to the proposal, thereby increasing the priority of the project and the timing on receipt of State funding. In checking with University officials, this is what I have been told. The agreement to provide 175 lecture seats was reached between Chancellor Ann Reynolds and -President Warren .Baker. The purpose of this agreement was to raise the priority of the .Performing Arts Center project, and thereby to substantially increase the probability for 90-91 funding. Of most.importance to the City and the Foundation, the 175 lecture seats" will not be a part of the Performing Arts Center project. Though the lecture hall will be adjacent, the lecture facility will be entirely State funded, and no part of the Performing Arts Center funding will be used for it's construction. With the growth pressures that are on the California State University system at the present time, the Board of Trustees emphasis is on increasing the instructional capacity,Of the various university locations. Through the 175 lecture seats will be consistent with that objective, the Performing Arts Center itself, though fitting within the University's overall educational mission, was never intended to be used for formal educational. classes. That understanding is consistent with the wording of the Agreement which is before you. summary, the adjacent lector-e hall is not part of the Performing arts Center project, nor a part of the three-party agreement, and it is entirely State funded. University officals will be present to further elaborate on the situation, if that is the Council's desire. c: President Warren Baker Executive Dean Doug Gerard City.Attorney Warren Sinsheimer d:supmemo