HomeMy WebLinkAbout00154C - CULTURAL CENTER OF PS PERFORMING ARTS MOU PA2 Cultural Center of P.S. , dba
Palm Springs Performing Arts
Center-- MOU, PA2
154
MEMORANDUM OF UNDERSTANDING AGREEMENT Res 427 & 1588 15880, 5-21-86
The purpose of this agreement is to further define the Letters of Offer
and Acceptance, of July 10, 1984 and July 18, 1984 between the City of Palm
Springs and the Cultural Center of Palm Springs (attached as Exhibit A)
and to set forth the basis upon which the City of Palm Springs (herein
referred to as the "City") , the Redevelopment Agency (herein referred to
as the "Agency") , the City of Palm Springs Public Facilities Corporation
(herein referred to as PFC) and the Cultural Center of Palm Springs (herein
referred to as "Purchaser") will mutually pursue the development of a cultural
facility (herein referred to as the "Project") . The Cultural Center of
Palm Springs is a California corporation formed for the public benefit as
a non-profit corporation and qualified by the Internal Revenue Service as
a 501(03 entity. The Cultural Center of Palm Springs also is dba Palm
Springs Performing Arts Center. The mutual intent of the above parties
is to pursue, subject to the terms of this agreement, for the benefit of
the community, the development of a cultural facility containing a performing
arts theatre and associated facilities that will enhance the overall Cultural
Center "project".
It is intended that it will be the basic responsibility of the Purchaser
to buy the land, described hereinafter, from the City/Agency/PFC, independent-
ly pursue the development of the Project, provide specific performance or
status reports on an annual basis, subject to the further agreements
hereinafter, and using its own resources to then build and operate the
facilities as independent entities, subject to the further agreements in
this instrument.
A. BACKGROUND:
The City, the Agency and the PFC issued Certificates of Participation
for a Convention Center District in December of 1984. The first phase
of this project contemplated a 410 room hotel and approximately a 100,000
square foot Convention Center. A portion of the Certificates of Partici-
pation proceeds were utilized for leasehold interests and land
acquisition, acquiring approximately 35 acres in lease land and funding
the acquisition of approximately 5.7 acres of adjacent fee land intended
for cultural facilities. The City working with a master developer have
stated their mutual understandings in a series of documents including:
a Development Agreement and a supplement to that agreement which
incorporates within that agreement past resolutions of the City Council ,
a cooperation agreement and financing documents which contain further
specific agreements concerning the convention center, Headquarters Hotel
description design and scope. Explicit responsibilities and performance
requirements of the City, Agency and development partnership are also
set forth in detail within these project documents. The funds for the
acquisition of the 5.7 acres of fee land were included in the Certificates
of Participation with the intent that an approximately 2,500 seat theatre,
other facilities and their related parking would be constructed on the
property with funds raised by the Purchaser.
B. ASSISTANCE TO BE PROVIDED BY THE CITY, AGENCY AND PFC:
1. Acquisition of 5.7 Acres:
The City will utilize its best efforts to acquire the property, above
referred to, for the Project. This assistance includes, but is not
limited to, condemnation authority of the Agency.
2. Financing:
a. The City has utilized tax exempt Certificates of Participation to
finance the acquisition of the 5.7 acres. When title to that property
is transferred to the Purchaser that the City will be required,
by its Trust Agreements, to prepay that portion of the bond indebted-
ness upon transfer of ownership.
b. The City will entertain requests from Purchaser to issue on its
behalf, properly guaranteed allowable public finance instruments,
that could be used for any facilities associated with Purchaser' s
project.
3. Processing:
a. The City will use its best efforts to provide staff assistance and
organizational support to assure Purchaser and its developer, minimum
processing time in administrative matters, review of submitted plans
and other documents, to expedite Purchaser's acquisition, pre-plan-
ning, development, construction and start of operations as provided
elsewhere in this agreement.
b. The City recognizes the substantial cultural and economic impacts
that could accrue to the community as a whole from Purchaser' s project
and will cooperate with Purchaser in enlisting community support.
C. PURCHASER'S RESPONSIBILITIES:
1. Site Planning:
The Purchaser together with its developer will provide a master plan
showing the relationship between all components of the development of
the aforementioned fee property including any first and subsequent stages
of development, landscaping improvements, parking improvements, cultural
facility and other related project uses.
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2. Land Acquisition:
The Purchaser will acquire the 5.7 acres hereinbefore referred to,
necessary to expedite Purchaser's project, within a five year period,
which shall commence with the date of mutual execution of this document
or upon the City/Agency/PFC acquisition of title to the aforementioned
fee land, whichever date occurs last. Written notice to Purchaser shall
inform Purchaser of date PFC obtains clear title if that is the last
date above referred to.
3. Feasibility Studies:
The purchaser will undertake appropriate feasibility studies to determine
project risks and will communicate how it will structure its development
financing, in order to proceed with the project. Copies of all
feasibility studies will be provided to the City.
4. Plan Submission:
The purchaser working in conjunction with its developer will prepare
plans and specifications for review by the City' s various boards, commit-
tees, commissions and Council . These plans shall be consistent with
the City's general plan and ordinance provisions.
5. Parking:
The Purchaser agrees that parking requirements of its project and related
facilities will be met on site.
6. Assignment:
The Purchaser shall be allowed to assign this agreement or any part
thereof to carry out the general intent of this Agreement with the prior
written consent of the City which consent shall not unreasonably be
withheld.
D. MUTUAL RESPONSIBILITIES:
1. The City/Agency/PFC will make every effort to acquire the 5.7 acres
of fee land referred to elsewhere in this agreement.
2. The City/Agency/PFC will detail all costs of acquiring the land
in question, including its acquisition price, relocation costs,
directly related legal and other professional service costs, interest
costs, credit enhancement charges during the holding period, and
the sum of those costs will be the purchase price to the Purchaser.
The City/Agency/PFC will not add any bonus cost to the purchase
price over and above its above stated costs.
3. The City/Agency/PFC will hold possession and title to the referenced
real estate until the date agreed upon in C(2) of this agreement;
or earlier at Purchaser's option; giving Purchaser an opportunity
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prior to that date to arrange an escrow with City/Agency/PFC to
accomodate a transfer of title to Purchaser upon the terms agreed
upon herein. The escrow period shall be four months or sooner unless
extended by mutual agreement of the parties.
The parties agree that all required documents will be furnished
expeditiously, to facilitate a prompt closing of the transfer and
escrow.
The Purchaser will , at least annually, during the five year holding
period provide certain performance or status reports to the
City/Agency/PFC which reports or further information will form the
basis for a decision, by the City Council , as to the annual renewal
of this agreement (See Exhibit A) . Exhibit B illustrates the nature
of the information that will be required.
4. The Purchaser believes that it must include significant commercial
development as part of its project in order to achieve economic
viability of the theater component, and agrees that the City Council
retains the right to review and approve such commercial use of the
property.
5. If there is any other requirement that would influence this agreement
beyond the scope and requirement of the normal development process
regularly required by the City/Agency/PFC then that requirement
shall be attached to this agreement as Exhibit C.
6. Purchaser' s project shall contain, as a minimum requirement, a theatre
of approximately 2,500 seats and related parking.
7. The Purchaser shall maintain an open line of communication between
any prospective joint developer and City staff designated by the
City Manager. Any proposed development alternatives will be reviewed
informally by the City Council prior to any formal submission.
8. It is contemplated that Purchaser or its development associates
may find it necessary to request assistance from the City/Agency
for funds to assist the Project. These requests are subject to
the City/Agency's sole discretion and approval .
If the Purchaser or its developer indicate a need for underwriting
and bond counsel , Purchaser shall indicate a preference for those
firms or individuals, which the City Council shall have the opportuni-
ty to review. However, the City Council shall have the right to
sole approval of such underwriters or bond counsel .
COMMUNITY REDEVELOPMENT AGENCY CULTURAL CENTER
CITY OF PALM SP OS, CA I-FORNIA of PALM SPRINGS, CALIFORNIA
FRANK
M. BOQE Chairman
By / Lm.r /�,! By
NORMAN R. KING, Secretary EDW N BRUDER, Vice President
of Development
APPROVED BY THE CITY COUNM 414PPIRC)"APE) BY .MIL ' '0;V1tAU.MTY RELi,M
BYRES. W-1 158E'C� .v�-� -4- ry I
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City of Palnz Springs
ct4/FORN�P
Office of the Mayor
619-323-8200
July 10, 1984
Board of Directors
Cultural Center of Palm Springs, Inc.
P.O. Box 1953
Palm Springs, California 92263
It is with great pleasure and a definite feeling of accomplish-
ment that the City Council of Palm Springs writes this letter to
the Cultural Center of Palm Springs, Inc.
It is going on five years now that your group has been constantly,
energetically, directing its efforts to stimulate this city to
become involved in the development of a Performing Arts building
and a Convention Center. Your past efforts are hereby recognized
and your future involvement welcomed.
It is the City Council ' s intention that a Convention Center and a
convention hotel be built on leased land in Section 14 close to
the downtown area. It is the Council ' s further intention to
acquire 5. 7 acres of the fee land adjacent to the aforementioned
sites that will serve the development of a major (2, 000 to 3 , 000
seat) performing arts building with completely self-contained
parking. It is the Council ' s desire that the Cultural Center of
Palm Springs, Inc. , a fully qualified 501c3 not-for-profit
corporation, act with entrepenurial responsibility as the overall
developer and operator of that project, with total responsibility
for raising the necessary funds to build and operate the Perform-
ing Arts building.
Contingent upon the issuance and sale of bonds to raise all funds
necessary for the purchase of the fee land mentioned and other
development expenses of the Convention Center and associated
projects, the Council will make the 5. 7 acres of land available
to the Cultural Center of Palm Springs, Inc. to build out the
project. The land heretofore mentioned will be purchased by the
Cultural Center of i'alm Springs, Inc. , at the city' s cost. The
Council reserves the right to review the progress annually, and
renew its approval based upon observed performance.
EXHIBIT A
Post Officc Box 1786, Palm Springs, Ciflifornia 92263-1786
0
page two
Board of Directors
Cultural Center of Palm Springs, Inc.
If the Cultural Center of Palm Springs, Inc. accepts this offer ,
the property will be sold to it (within a period of five years)
upon its demonstration that it is substantially in a position to
undertake the project itself. Complete terms covering this
matter would be embodied in an escrow agreement that would be
negotiated by the parties after acceptance by the Cultural Center
of Palm Springs, Inc. of this offer and after acquisition of the
land.
We hopefully await your positive reply.
Sincerely,
FRANK M. BOGERT
Mayor
FMB:mc
EXHIBIT A
L�
CULTURAL CENTER
or PALM SPRINGS
•rablor-Oraltl mpmulmn
P.O. Box 1953
Palm Springs
California 92263 July 18, 1984
The Honorable City Council
City of Palm Springs
3200 East Tahquitz/McCallum Way
Palm Springs, California 92262
Gentlemen:
In response to your letter of July 10, 1984:
You most certainly have, with the delivery to you of this letter,
our positive reply to your most welcome offer.
We, hereby, accept your offer.
We recognize that we are now starting to undertake an effort that
will require, in addition to our initial Board of Directors, a very
large number of citizens in our community.
We will need all the assistance from City Council and staff that
can be spared and know that the final result will be a betterment
of the qual ity of life for our Valley communities and a definite
plus for the financial well being of the commercial community of
Palm Springs and the City, itself.
We look forward to an exciting and satisfying though challenging
project.
Our many thanks.
Sincerely,
On Behalf of the Board of Directors
6 �
Barbara Foster, President
CULTURAL CENTER OF PALM SPRINGS
BB/Ig
EXHIBIT A
EXHIBIT B
Status reports shall be in narrative form, chronologically and may include,
but are not limited to, the following subjects:
General activities
Fund raising - actual and pledged amounts
Feasibility studies
Developer progress
Consultant's activity
Facilities planning
Site plans
Structural plans
Organizational structure
Financial planning
Program planning
Annual financial report rendered by a CPA