Loading...
HomeMy WebLinkAboutPACKET Town Board Study Session 2010-09-28FILE * Revised 9/24/10 „<OjE]EO> t:i3131//&932;k 4 9 -12£*P' STUDY SESSION TOWN BOARD Tuesday, September 28, 2010 5:00 p.m. Room 202 & 203 170 MacGregor Ave. AGENDA 5:00 p.m. - Supporters of the Performing Arts Update. - Committee Structure. - Retreat Discussion. * - Buy American. 7:00 p.m. - Board Meeting. NOTE: The Town Board reserves the right to consider other appropriate items not available at the time the agenda was prepared. Jackie Williamson From: Admin iR3045 Sent: Friday, September 24, 2010 9:55 AM To: Jackie Williamson Subject: Job Done Notice(Send) ***************************** *** Job Done Notice(Send) *** ***************************** JOB NO. 3427 ST. TIME 09/24 09:49 PGS. 1 SEND DOCUMENT NAME TX/RX INCOMPLETE ----- TRANSACTION OK 6672527 Greg White 5869561 KEPL 5869532 Trail Gazette 5861691 Channel 8 6353677 Reporter Herald 2247899 Coloradoan 6922611 EP News ERROR ----- 1 9 I 94£1£*7 STUDY SESSION TOWN BOARD Tuesday, September 28, 2010 5:00 p.m. Room 202 & 203 170 MacGregor Ave. AGENDA 5:00 p.m. - Supporters of the Performing Arts Update. - Committee Structure. - Retreat Discussion. 7:00 p.m. - Board Meeting. NOTE: The Town Board reserves the right to consider other appropriate items not available at the time the agenda was prepared. . 97. Jackie Williamson From: Admin iR3045 Sent: Wednesday, September 22, 2010 5:09 PM To: Jackie Williamson Subject: Job Done Notice(Send) ***************************** *** Job Done Notice(Send) *** ***************************** JOB NO. 3413 ST. TIME 09/22 16:52 PGS. 1 SEND DOCUMENT NAME TX/RX INCOMPLETE ----- TRANSACTION OK 6672527 Greg White 5869561 KEPL 5869532 Trail Gazette 5861691 Channel 8 6353677 Reporter Herald 2247899 Coloradoan ERROR 5771590 EP News 1 09/22/2010 WED 17:09 FAX 9705862816 EP Administration ~001 *************************** *** FAX MULTI TX REPORT *** *************************** JOB NO. 3413 PGS. 1 TX/RX INCOMPLETE ----- TRANSACTION OK 6672527 Greg White 5869561 KEPL 5869532 Trail Gazette 5861691 Channel 8 6353677 Reporter Herald 2247899 Coloradoan ERROR 5771590 EP News vrEBRP'' STUDY SESSION TOWN BOARD Tuesday, September 28, 2010 5:00 p.m. Room 202 & 203 170 MacGregor Ave. AGENDA 5:00 p.m. - Supporters of the Performing Arts Update. - Committee Structure. /24.~ y'Eld . '€· J; 09/22/2010 WED 17:09 iR3045 8001 ***************** *** TX REPORT *** ***************** JOB NO. 3413 ST. TIME 09/22 16:52 PGS. 1 SEND DOCUMENT NAME TX/RX INCOMPLETE ----- TRANSACTION OK 6672527 Greg White 5869561 KEPL 5869532 Trail Gazette 5861691 Channel 8 6353677 Reporter Herald 2247899 Coloradoan ERROR 5771590 EP News STUDY SESSION TOWN BOARD Tuesday, September 28, 2010 5:00 p.m. Room 202 & 203 170 MacGregor Ave. AGENDA 5:00 p.m. - Supporters of the Performing Arts Update. 'il?~ 4 V ':· J. . Building a Performing Arts Center • Cultural and economic impacts. SOPA I NC. U PDATE • Dec. 2008 AMS estimates $2.2M/yr. September 28, 2010 • Potentially $8M/yr. • Sustainability plan looks plausible. 9/28/2010 SOPA. Irr. Upi•tr How to Pay for it? History • H istory • May 2002 FOSH agreement with Town. • 2010 plans vs. accomplishments. • May 2006 FOSH timetable ext. by one yr. • Current status • SOPA certified 501(c)(3) Dec. 2006. o Financial • 2007 was successful and encouraging. o Consultants • Dec. 2007 - 2008 five fund raising events. o Plans in action • 2008 added $100,000 • Future • 2009 was flat 9/28/3010 SOPA. inG U#/ 3 9,~28/2010 SOIl. Inc Update 4 SOPA 2009 SOPA 2009 • Jan. 2009, a Publicity Committee was formed. . On December 31, 2009 • Fund raising focus on large contributors. · Total assets $2,221,196. • Professional marketing collateral. • $261,407 SOPA Cash • High quality web site. · $91,168 Usable SOPA Assets • Professional Grant Application Writer. • $456,096 FOSH Fund • Steady flow of small contributions continued. · $412,525 SOPA Donor pledges • Income offset by expenses. · $1,000,000 Town Site pledge • Grant commitments expired. 9/28/2010 SOP/!ni. Up.1* 5 9/28/2010 SOPA. Ink. -/ 6 1 , SOPA Goalsfor 2010 SOPA Strategy for 2010 Adopted February 22,2010 · Rebuild grassroots support to include the Estes · Re-ignite local enthusiasm. Valley community at large. • Add $800,000 to the building fund. • Build a volunteer base beyond Performing Arts · Reaffirm and clarify Town support. Groups (PAG) insiders. • Generate increased contributions from tourists. · Continue cultivating large contributions, naming rights, and grants. • Involve Town more in fund raising. 9/28/2010 SOPA. Inc./$/ 7 9/28/2010 SOPA. InG #/ 8 SOPA Action Plan for 2010 Results Expected for 2010 · Reinforce credibility of SOPA with local PAGs. • Invite individuals to participate in brainstorming. · Reinforce relationships with PAGs. · Analyze past donor patterns to target solicitations. • Improve SOPA reputation and awareness. · Establish founding memberships for 535 donors. • Build non-PAG local support. • Search for producer to te'am with for big sho/s. • Plan summer events that target tourists. · $50,000 net through events spinoff. · Considerone event for new Grandstands. · $250,000 by tourists and summer residents. · Plan and sponsor events targeting local community. · $100,000 by promoting "seat" sponsorship. • Evaluate upfront leases for concession space in PAC. • Meet with Town Mayor/Trustees to reaffirm support • $400,000 by grants, large donors, naming. · End the year with assets totaling over $3M. 9/28/.10 SOPA, 1.,. Updal 9 9/28/2010 SOPA. Ir..Upd./ 10 Summary of SOPA Plan 2010 SOPA Accomplishments for 2010 2010 will be a year committed to • Dec. 31,2009 Aug. 31,2010 • $2,221,196 $2,263,293 Total assets rebuilding excitement and community · $ 261,407 $ 266,600 SOPA Cash support for a n*w Performing Arts Center. · $ 91,168 $ 91,168 Other Assets In addition, effort will be made to gather • $ 456,096 $ 456,500 FOSH Fund financial support from our large tourist • $ 412,525 $ 449,025 SOPX Donor pledges base, and raise a total of $800,000. • $1,000,000 $1,000,000 Town Site pledge • Net gain ytd. $42,097 9/28/iii SDI" Int Urd.. 11 9/28/2010 .... U... 12 2 SOPA Accomplishments 2010 Consultant Input · Much of plan achieved. · No Rainmakers · Web site was improved and expanded. · Approach confirmed · Numerous presentations to local groups. · Hurdles identified · Continued Donor solicitations. · Suggestions to tweak approach · Completed Summer Concert Series. • Initial meeting with LMD. · Three consultants interviewed. · Two consultants giving advice. 9/20/20. SOPA. 1.. Updal D 9,/28/2010 ...In./Ull•. 14 Still To Complete This Year 20 10 Conclusions • New Business Plan by Dec. 1, 2010. · Much of Plan was achieved. • Expand SOPA Board and Committees. · Some proved ineffective or unfeasible. • Expand and filter potential donor list . · Fell $760,000 short of goal (ytd). • Fine tune our toolkit for 2011. • Identified hurdles to overcome. · New sense of optimism. 9/28/2010 SOPA. Ini.. Up,1,» 15 9/28/2010 50./. Ir. Upd.. 16 What have we been doing wrong? Can We Turn It Around? The need and benefits are compelling and easy to sell, and yet.................... The partners in this project (SOPA and Town) have failed to convince donors that a YE':!11111!1 .......... Performing Arts Center for Estes Park is really going to happen, that they will be included, that we know how to operate it, and that Town obligations for sustainability will be honored. 9/28/.10 Val-- 17 W]8~2010 SOPA. ln. Urd.. 18 3 . SOPA Plan for Q3 2010 and 2011 What is SOPA doing to · Continue donor solicitation. • Coaching on Donor psychology. improve fund raising · Use available technologies. · Invite greater participation. for the Theater ? 9/28/2010 SO.A. In~ Update 19 W.%2010 Sol'A. In~ Urd,/ 20 SOPA Plan (cont.) SOPA Plan (cont.) · Work more with LMD. ·Forge new or improved relationships. • Re-establish or create'new cominittees. ·Financial Advisers and Inv. Firms. • Cap. Campaign Steering Committee ·N. Colorado Comm. Foundation. · Planned Giving Committee •Town Officials and Staff. • Event and Publicity Committee ·School District Officials. · Education and Children Committee · PUT THEM TO WORK! 9/28/2010 V*#» 21 9/28/3010 Sol'A. Inc. U,d./ 22 SOPA Plan (cont.> SOPA Plan (cont.) · Create Endowments • Creation of Exec. Director position?? · Local Performers Subsidy •Start with Interim Director • Theater Maintenance •Experienced in fund raising ·Coordinates committees ·Coaches volunteers ·Helps locate permanent Exec. Dir. 9/28/2010 SDI•A. Inc. Upd- 23 9/38/20,0 .'A. 1.. Upd„le 24 4 AGREEMENT COPY This Agreement between the Friends of Stanley Hall, Inc., a Colorado Nopprofit Corporation ("FOSH") and the Town of Estes Park (the "Town") made this /~th day of /UC~ ,2002. WITNESSETH l. FOSH was organized in 1992 forthe purpose of soliciting funding forthe purpose of supporting the cultural and performing arts within the Estes Park Area. 2. As part of the above stated purpose, FOSH solicited and obtained funds for the renovation of Stanley Hall. 3. Due to factors beyond the control of FOSH and the Town, Stanley Hall is not available for renovation by the Town and FOSH. 34 4. FOSH has at its disposal approximately $49€433.-POSH wishes to makethese funds available to the Town for use by the Town for the promotion and development of cultural and performing arts within the Estes Valley. 5. The Town is willing to accept these funds pursuant to the terms and conditions of this Agreement. NOW THEREFORE, IN CONSIDERATION OF THE ABOVE RECITALS AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. Within30 days of the date of this Agreement, FOSH shall transfer to the Town the sum of,475,4353/.·- Said funds shall be transferred to the Town by FOSH freeandclearof anyclaims, liens, orencumbrances. The funds transferred shall be subject to the terms and conditions of this Agreement. 2. The Town agrees to accept said funds from FOSH. Upon receipt of the funds, the Town shall segregate these funds from all other funds of the Town. 41 3. The Town shall use said funds as follows: a. As partial funding for the design and construction of a facility for the presentation of performing arts. Said facility may be a part of or combined with other uses in a multi-purpose facility. Said facility may be either an indoor or partially enclosed facility. The Town may be the sole owner or lessee of the facility and/or the Town may partner with another entity for the design, construction, and operation of the facility. b. The Town shall have four (4) years from the date of this Agreement to determine whether or notthe facility, as described in paragraph (a) above is feasible. Said decision shall be in the sole discretion of the-Town. If the Town does determine within said four (4) year period that such a facility is feasible, the Town shall have a total of seven (7) years from the date of this Agreement to design and substantially complete construction of said facility and use the FOSH funds for said facility. C. In the event the Town determines, within the original four (4) year period, that a facility is not feasible, the Town then shall have the fo119wing options with regard to the funds. 1) Donate the funds to any nonprofit organization whose primary focus is within the Estes Valleyand whose nonprofit purpose involves the performing arts. 2) If the Town determines, in its sole discretion, that there is no appropriate organization within the Estes Valley which provides support for the performing hrts, the Town may donate the funds to such an organization located within the Northern Colorado area. 4. All of the funds shall be disposed of by the Town pursuant to this Agreement within seven (7) years of the date of this Agreement. 5. This Agreement contains the entire understanding of the parties. Any amendments or modifications hereto shall be in writing and executed by both parties. 6. In the event of any default by either party in the terms and conditions hereof, the non-defaulting party shall give the defaulting party ten (10) days' notice in writing of said default. If said default is not cured within said 10-day period, the -2- non-defaulting party shall be entitled to begin legal proceedings, including an action for specific performance and/or damages. Damages shall include all reasonable attorneys fees and court costs incurred by the non-defaulting party. 7. All notices, demands or other documents required or desired to be given, made or sent to either party, underthis Agreement shall be in writing, shall be deemed effective upon mailing or personal delivery. If mailed, said notice shall be mailed, postage prepaid as follows: Town of Estes Park Friends of Sta~ley Hall 97 Attn: Town Administrator Attn: ~Me,AniM- /*2# /v P.O. Box 1200 ¢?31 '64*.·Di Estes Park, Colorado 80517 E-As &.rk' Co 2057 + IN WITNESS WHEREOF, these parties hereby execute this Agreement. FRIENDS OF STANLEY HALL, INC. By: TOWN OF ESTES PARK By: ATTEST: «412-2 VIVC 1 TOWN CLERK , »69- -3- AMENDMENT TO AGREEMENT This Amendment to the Agreement between the Friends of Stanley Hall, Inc. a Colorado Non-profit Corporation ("FOSH") and the Town of Estes Park (the "Town") made this 9+A day of HAN , 2006. WITNESSETH l. FOSH and the Town entered into an Agreement dated May 14, 2002. 2. The parties wish to extend the date for the Town to make a determination as to the feasibility of the construction of a performing arts facility and extend the date for the completion of the construction of said facility for an additional one (1) year period. NOW THEREFORE, IN CONSIDERATION OF THE ABOVE RECITALS AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. Paragraphs 3 and 4 of the Agreement dated May 14, 2002 between FOSH and the Town shall be amended in their entirety to read as follows: 3. The Town shall use said funds as follows: a. As partial funding for the design and construction of a facility for the presentation of performing arts. Said facility may be a part of or combined with other uses in a multi-purpose facility. Said facility may be either an indoor or partially enclosed facility. The Town may be the sole owner or lessee of the, ~. *lity and/or the·Td*vo may partner with another entity for the design, f consrmctioht.andl*hation of the facility. b. The Town shall have 5 (five)'years from the date of this Agreement to determine whether or not the facility, as described in paragraph (a) above is feasible. Said decision shall be in the sole discretion of the Town. If the Town does determin¢ within said 5 (five) year period that such a facility isgfeasible,-the Town shallihavk a total of 8 (eight) years from the date of this Agreement to design and 0 substantially complete construction of said facility and use the FOSH funds for said facility. c. In the event the Town determines, within the original 5(five) year period, that a facility is not feasible, the Town then shall have the following options with regard to the funds. 1) Donate the funds to any non-profit organization whose primary focus is within the Estes Valley and whose non-profit purpose involves the performing arts. 1 2) If the Town determines, in its sole disc'retion, that there is no appropriate organization within the Estes Valley which provides support for the performing arts, the Town may donate the funds to such an organization located within Me Northern Colorado area. , i fill F; , 4. All of the funds shall be disposed of by the Town pursuant to this Agreement within 8 (eight)·years of the date of this Agreement. 2. - All of the terms and conditions of the Agreement dated May 14, 2002 between the parties shall remain ih full force and effect. 4'' - f , f. IN WITNES&WHEREOF, there parties hereby execute this Agreement: FRIENDS OF STANLEY HALL, INC. 464.2« By: .TOWN OF ESTES PARK #SY' oF EsiN 0 4~•'*"-/®00<h? % 4 00.12% h. 04. Po~A~ : 3 :os e /0- '4 2 ...0..4 U N 1*WN CLERK ag?ITY»' Memorandum of Understanding between the Town of Estes Park and the Supporters of the Performing Arts, Inc. This Memorandum of Understanding (MOU) is being executed by the parties listed below: 1. The Town of Estes Park, Colorado (the "Town") 2. The Supporters of the Performing Arts, Inc. ("SOPA") A. Purpose This MOU establishes and delineates the responsibilities and understandings between the two parties regarding the location, construction and operation of the proposed Performing Arts Facility (the "Theater") to be located on a portion of the Stanley Park Fairgrounds owned by the Town. B. SOPA's Role and Responsibility l. SOPA has completed the preliminary design of the Theater as more fully set forth on the conceptual plan dated June 15, 2007. Based on this conceptual plan, SOPA has estimated that the construction cost of the Theater is estimated to be $5,000,000.00. SOPA shall raise 100% of the construction cost of the Theater. In the event that the design of the Theater is changed and/or estimates of construction costs increase, SOPA shall be responsible for raising funds necessary to cover any design changes and/or increase in estimated construction costs. 2. Upon completion of the Theater, SOPA shall be responsible for the operation and management of the Theater. SOPA shall be entitled to all operating revenues and shall be responsible for all operating expenses. C. The Town's Role and Responsibility 1. The parties have agreed on a building site located on the Stanley Park Fairgrounds. The Town shall provide the site on the southeast portion of the Stanley Park Fairgrounds. A map of said site is attached hereto as Exhibit A and incorporated herein by reference. 2. The Town shall be responsible for providing all. necessary site preparation for construction of the Theater. This site preparation shall include, but not be limited to, grading, drainage, utilities and Page 1 of 4 Memorandum of Understanding between the Town of Estes Park and the Supporters of the Performing Arts, Inc. vehicular access. The Town shall be responsible for the design, construction, and installation of all necessary parking facilities for the Theater. The estimated cost for the site preparation and parking is $700,000. 3. The Town shall use the then current balance of the funds of Theater Fund for construction of the Theater. SOPA shall be entitled to credit the amount of funding available for construction by an amount equal to the balance of the Theater Fund held by the Town. 4. Upon the raising of the 100% of the construction costs by SOPA, the Town shall be responsible for the tonstruction of the Theater. 5. Upon the completion of the construction of the Theater, the Town will subsidize operation and maintenance of the Theater by SOPA in an arnount not to exceed $217,000 per year which is the anticipated annual operating loss projected in the pro-forma operating revenue and expense scenario prepared by AMS Planning and Research dated May 31, 2006. D. Sale of Lot 4, Stanley Historic District The Town's responsibilities set forth in Paragraph C above shall be contingent upon the Town closing the sale of Lot 4 of the Stanley Historic District and receipt of a' minimum of $700,000 as part payment for purchase of Lot 4. In the event that the Town does not close the sale of Lot 4 of the Stanley Historic District by December 31, 2009, the Town, may at its option, terminate this Memorandum of Understanding by written notice to SOPA. E. Cost Updates The parties understand and agree that it is necessary to continue to review and update the cost of the Theater including construction cost, cost of site preparation, parking and estimates of operating revenue and expenses. The parties agree that during the term of this MOU to review and update all costs at least semi-annually. The cost of the review and update shall be the responsibility of the Town and funded by the Theater Fund. F. Governmental Immunity Page 2 of 4 Memorandum of Understanding between the Town of Estes Park and the Supporters of the Performing Arts, Inc. The parties agree and understand that the Town is relying on and does not waive, by any provision of this Agreement, the monetary limitations or terms (presently One Hundred Fifty Thousand and 00/100 Dollars ($150,000) per person and Six Hundred Thousand and 00/100 ($600,000) per occurrence) or any other rights, immunities, and protection provided by the Colorado Governmental Immunity Act, Section 24-10-101, C.R.S., as from time to time amended, or otherwise available to the Town or any of its officers, agents or employees. G. Current Year Obligations The parties acknowledge and agree that any payments provided for by the Town or requirements for future appropriations by the Town shall constitute only currently budgeted expenditures of the Town. The Town's obligations under this agreement are subject to the Town's annual right to budget and appropriate the sums necessary to provide the obligation set forth herein. No provision of this agreement shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of the Town. No provision of this agreement shall be construed or interpreted as creating a multiple fiscal year direct or indirect debt or other financial obligation of the Town within the meaning of any constitutional or statutory debt limitation. This agreement shall not directly or indirectly obligate the Town to make any payments beyond those appropriated for the Town's then current fiscal year. H. Notice ' ...: 'I .-Ill/'I >r ...fl '. A# 4,*4.b**a f 4& r- 44% U .. ) /446:76 Any notice required or permitted by this agreement will be deemed effectjve . 0., when personally delivered in writing or three (3) days after notice is depositedl , with the U.S. Postal Service, postage prepaid, certified, and return receipt 6 requested, and addressed as follows: »D The Supporters of the Performing , , Town of Estes Park :, ..le:.. 9 40 7 : - ~ w 0 'c. Arts, Inc. Attn: Town Administratbr,4$660<.,p P O Box 3077 P O Box 1200 Estes Park, CO 80517 Estes Park, CO 80517 1. Future Agreement Upon SOPA's completion of raising 100% of the construction costs as set forth in Section B above, the parties shall enter into an Agreement setting Page 3 of 4 42/ -,j -1 . 7 .9. 4 .U, Memorandum of Understanding between the Town of Estes Park and the Supporters of the Performing Arts, Inc. 4. forth all of the rights, responsibilities and duties for the construction of the Theater by the Town and the subsequent operation and maintenance of the Theater by SOPA. J. Termination Each Party may terminate this agreement upon giving the other party thirty (30) days written notice. Date The Supporters of Performing Arts, Inc. /- aes -08 &445,......Le,34 Date 00 Jeeisaudek . Mag®06% Townptif Estes Park S 53' S 0 -1-6 u»t (L.€~<_ '/4,„1111"010 Page 4 of 4 Ex,4,8,-r A ¥-,·„smt--rzzl?4243.--1, 7:9 .Aw••r----¥-1.4-7 ' 7 a --r - 2:»"91. 1 I - J. 6 u I . y'' '9 ..0-j:*Pl~flito « % E 'Site Plan Key, *4 - It I ·.i ~ -.. * 1. yE~~1 :3 4111. . 21$27?1.;:?99 - t: 1 WE32t A '· 41' 4. :-6,·1 -.......»2 »0.0 . I./r Ti~'ll//Ill/Zi /1 . = :' #-F4 *$1 ©1'Ill--*'7.4& : A Perfo,ming 1. 'D - 2 . Ft-'' =6/2361 ~.50 Arts Theatek 4, A 79.- 74*- 4-%5153: VQI.~<* l ot El - Courtyard 945%46 pU-- · ~1 '1·C:+12 .4-17' ~..·~.k. * ~ U Patio , 44 :6- -2144. 12 ~ .2,34 -, 0-: 4 & Building r Future Event ~#*~4··44»"44*b» D ..'9.3,ff A(.n A ' 1 - Pedestrian 4- 99:,s E .l. 4,5 0«1.A·. 6%42.trd€+14>4 -- 011-;. ·- - Corridor p#&. 4€~UN-;h « bt>- . - ' + i 4 -EgrfmingLArisier-Slic_Elgo iD * i.TA r~ *1 li.·4.,146':·,PC 100'.c U . ,©> SCL.2fON- .N, , . ~ difecti·~ 6,k,. The new performing arts center will become part of the refurbished STANLEY FAIR GROUNDS The building will be located at the Southeast corner of the grounds where currently the white, horse barns are situated. An additional 600+ new parking places will be added to the grounds to accommodate patrons. ,•1· ' 1 Memorandum of Understanding between the Town of Estes Park and the Supporters of the Performing Arts, Inc. Revised April 28,2009 This amended Memorandum of Understanding (MOU) is being executed by the parties listed below: 1. The Town of Estes Park, Colorado (the "Town") 2. The Supporters of the Performing Arts, Inc. ("SOPA") A. Purpose This MOU establishes and delineates the responsibilities and understandings between the two parties regarding the location, construction and operation of the proposed Performing Arts Facility (the "Theater") to be located on a portion of the Stanley Park Fairgrounds owned by the Town. B. SOPA's Role and Responsibility l. SOPA has completed the preliminary design of the Theater as more fully set forth on the conceptual plan dated June 15, 2007 and updated on March 2,2009. Based on this conceptual plan, SOPA has estimated that the construction cost of the Theater is estimated to be $5,000,000.00. SOPA shall raise 100% of the construction cost of the Theater. In the event that the design of the Theater is changed and/or estimates of construction costs increase, SOPA shall be responsible for raising funds necessary to cover any design changes and/or increase in estimated construction costs. 2. Upon completion of the Theater, SOPA shall be responsible for the operation and management of the Theater. SOPA shall be entitled to all operating revenues and shall be responsible for all operating expenses. C. The Town's Role and Responsibility 1. The parties have agreed on a building site located on the Stanley Park Fairgrounds. The Town shall provide the site on the southeast portion of the Stanley Park Fairgrounds. A map of said site is attached hereto as Exhibit A and incorporated herein by reference. 2. The Town shall be responsible for providing all necessary site preparation for construction of the Theater. This site preparation shall include, but not be limited to, grading, drainage, utilities and Page 1 of 4 Memorandum of Understanding (,1 between the Town of Estes Park and the Supporters of the Performing Arts, Inc. Revised April 28,2009 vehicular access. The Town shall be responsible for the design, construction, and installation of all necessary parking facilities for the Theater. 3. The Town shall use the then current balance of the funds from the Theater Fund for construction of the Theater. SOPA shall be entitled to credit the amount of funding available for construction by an amount equal to the balance of the Theater Fund held by the Town. 4. Upon the raising of the 100% of the construction costs by SOPA, the Town shall be responsible for the construction of the Theater. 5. Upon the completion of the construction of the Theater, the Town will subsidize operation and maintenance of the Theater by SOPA in an amount not to exceed $217,000 per year which is the anticipated annual operating loss projected in the pro-forma operating revenue and expense scenario prepared by AMS Planning and Research dated December 9,2008. D. Cost Updates The parties understand and agree that it is necessary to continue to review and update the cost of the Theater including construction cost, cost of site preparation, parking and estimates of operating revenue and expenses. The parties agree that during the term of this MOU to review and update all costs at least semi-annually. The cost of the review and update shall be the responsibility of the Town and funded by the Theater Fund. F. Governmental Immunity The parties agree and understand that the Town is relying on and does not waive, by any provision of this Agreement, the monetary limitations or terms (presently One Hundred Fifty Thousand and 00/100 Dollars ($150,000) per person and Six Hundred Thousand and 00/100 ($600,000) per occurrence) or any other rights, immunities, and protection provided by the Colorado Governmental Immunity Act, Section 24-10-101, C.R.S., as from time to time amended, or otherwise available to the Town or any of its officers, agents or employees. Page 2 of 4 t , Memorandum of Understanding between the Town of Estes Park and the Supporters of the Performing Arts, Inc. Revised April 28,2009 G. Current Year Obligations The parties acknowledge and agree that any payments provided for by the Town or requirements for future appropriations by the Town shall constitute only currently budgeted expenditures of the Town. The Town's obligations under this agreement are subject to the Town's annual right to budget and appropriate the sums necessary to provide the obligation set forth herein. No provision of this agreement shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of the Town. No provision of this agreement shall be construed or interpreted as creating a multiple fiscal year direct or indirect debt or other financial obligation of the Town within the meaning of any constitutional or statutory debt limitation. This agreement shall not directly or indirectly obligate the Town to make any payments beyond those appropriated for the Town's then current fiscal year. H. Notice Any notice required or permitted by this agreement will be deemed effective when personally delivered in writing or three (3) days after notice is deposited with the U.S. Postal Service, postage prepaid, certified, and return receipt requested, and addressed as follows: The Supporters of the Performing Town of Estes Park Arts, Inc. Attn: Town Administrator P O Box 3077 P O Box 1200 Estes Park, CO 80517 Estes Park, CO 80517 1. Future Agreement Upon SOPA's completion of raising 100% of the construction costs as set forth in Section B above, the parties shall enter into an Agreement setting forth all of the rights, responsibilities and duties for the construction of the Theater by the Town and the subsequent operation and maintenance of the Theater by SOPA. J. Termination Each Party may terminate this agreement upon giving the other party thirty (30) days written notice. Page 3 of 4 20 & ' I Memorandum of Understanding ? between the Town of Estes Park and the Supporters of the Performing Arts, Inc. Revised April 28,2009 '4 Aj/ll,vi»_0, U i U. Pr•.5; A,~t / Date The Supporters of Performing Arts, Inc. 74-41 L. uu ; \ ' I to 0 4-5 eve:':.r; ..4.0 V 4/ sie.® (( 2.0 1 ~ Pinkham Date id-: #ImlAayck:.3 E : 0lRowryefystes Park 0 .42 ////«4 .6 61,21:S.Q.- ' ///i/4/1111"*NO. ~ *row„1 C-%-€.2-*- Page 4 of 4 i 1 1,.1. 11.1.,2 1 /--% \/F 7 Em®-r A *ff,¥ff¢*Ef,374»«fil ft, U %-»u Sito Plan Kdip- ~~4941 . ~x,*:fi.,-.·*1*, L 6r 4..1.glj229, W . - te.'41 J L<•- -· Performing: -<9/24444:GES<fs·23451%4\ t ij·,3 . Arts Theater. 9,4 I. . le ..3 . 10 : - >' ..; building 4-4 . RA ~- u ~ 42~.*·tr ,~ '·-, L; ·~ g. S 2 A 5 , I ¢84*¥43*i:1 41~~~<~Apfte/5 4.. a I . c Exist,na b n..4 E · · Groric?.torid 241*.,74~0..6.svity*402>Ii.~f f;:.f..SE.j:TA, { 121-2~' 1il 97 . 1 :*f t F .i ~ ~.A.ldit- I 'Fit - firt*r<' '--: t:.-:, ·,I:2·*1<+Vql-le,i~j?:74 /'.itifF.i=::.ihile.qi ,1[114'Jkki-#-..,: te; i, ( .-~ --·· C~F-i...:i.:.1 . · . ·· . - · ··~ E:infgik.fprfQIming -Ads Centee_Site flgi)~ re -y ~iX 4 b ... 7.2 ·y' ~~ ..:4 7. r c. The new performing arts center will become part of the refurbished STANLEY FAIR GROUNDS The building will be located at the Southeast corner of the grounds where currently the white, horse barns are situated. An additional 600+ new parking places will be added to the grounds to accommodate patrons. 1 i. 'L 440 £: 6 f··:r / ~ ni·e :s . ~ · .