Yup, still live blogging, still more questions of speakers.
Waiting for them to come back from break . . . 10:12 . . . not too late . . . Mayor back in the chair.
Roll Call: All present except Judy Compton who is excused.
Mayor says he was listening from an undislosed location, thinks there are some back numbers, under version 1, would it only be 15 cuz the maintenance workers remain city employees.
Brad agrees.
Mayor asks if they can all end up with positions.
Brad Wirtz, HR, says that with an 18 month transition period they could.
Satya Rhodes-Conway asks IATSE Representative questions about issues with salaries and benefits and strike vs arbitration.
Chris says he thinks that there is concerns about salaries, he is not concerned about negotiating with private entity, but he is concerned they fail in 5 years. We might end up with corporate, not community threatre. That is his fear. He says you guys can prevent that and be an integral part of making it right.
Rhodes-Conway asks about right to strike.
He says stagehands are weird, the big shows that come to town, they are all IATSE, he has no problem with it, if they strike they lock the doors, there is no blockbuster, he has no problem with it.
Cnare asks Unddercoffler about cannibalizing fundraising, how could residence companies do better.
He says ultimately the conflict will come, because there will be a large capital campaign. He says they need to work together to establish guidelines to make it work. He says that they asked together and asked permission.
She asks if they were a handshake?
He says they might have a committee that works together.
Satya Rhodes Conway asks Mary Berryman Agard about the bigger picture, she says they have seen pieces of the Cultural Plan, but one of the questions that has come up is around the questions of the role of Overture in supporting the larger arts community in Madison, not as a venue, but what impact do they have on others in the community. What are you hearing about the existing and potential role of Overture.
Agard says you received a survey and key interviews, there was a wide range of opinions on Overture, several wanted to preserve the Overture as one thing they would change, others made strong statements negative to Overture. That is just the reality. If they had close involvement, it has been supportive, but the problem is with the fact that there are a large number of organizations or for reasons of genre or culture feel marginalized and not included, so they don’t feel as attached to it. Public perception and experience come together there. Overture has made great strides in recent years. They have good number for outreach in general, it has a mission that commits it to those purposes but not a stable budget to make commmitments to that. As non-profits mature and become confident they make a stronger commitment. There is some big frustration on some points, very much on transparency, and that is a legitimate criticism. The promise of Overture is something hasn’t been focused on, he frustration in reading and listening, most of the conversation is around fear not promise. MCAD, 201 and City don’t want to own it. Everyone trying to find a way to control the risk, that is ok, but that is different than thinking about what we want for our community, not thinking about how it will work. You’ve heard we have a world class facility, we do, we don’t have world class board, staff, management, population base, education, etc . .. she says the ways around all that is to bring more shoulders under the weight, more units of government, more geographic base, to have big destination events, think really big here, to think about what will make it work, that is the thought about the promise that needs to be part of the discussion. Everyone needs everybody and a few more, we can’t say you take it, we all need to take it. She would suggest that the public is is being asked to be a major, major, major donor. And for that reason, when the public talks about what it values is public access through access and accountability, they deserve input as a major donor. If you are working a basic wages, $10 might be your biggest donation. That has to happen. The notion that we can make this final tonight doesn’t recognize the promise. There are problems with all three proposals. Don’t think that you are a grantor, own it and do a sole source contract for managment. She would keep the employees public, except Tom, she thought it should not be a ED that works for City and MCAD, they day will come when the parties interests don’t mesh. She says they should tell them what the outcomes are that we are getting for this public money. Don’t buy the bad will of losing the employees for $26K. We can’t be alienating people right now.
People start clapping.
Mayor says “Oh, please don’t”
Kerr asks Chris from IATSE, something . . . I missed it and the answer. She asks where their contracts are with. He says with the City. She asks about strike. If IATSE goes on strike, then all shows have IATSE unions and they would join them, so they all go on strike. Now she gets it.
Cnare asks Becky Steinhoff how she gets along with others in the fundraising communities.
Steinhoff says that they ran a capital campaign at Lussier and their success was tied together and benefit from it.
Cnare asks if she knows a ceiling on the fundraising.
Steinhoff doesn’t know, she says that they grew and have still secured increased donations, they get success, they get they are donating to something bigger and better, she thinks the resident companies can work together to make it clearer for donors, but they can benefit from working together. A government or quasi-government entity can’t do that kind of fundraising. For most non-profits the biggest 2 months of the year are November and December and they are clouded and each day hurts them and it will be harder and harder to get past that with each day.
Michael Schumacher asks about workforce, if you were putting on your consulting hat, what advice would you give?
Steinhoff says it is a hard question. Her employees are not represented, this is a special niche, if they don’t work the shows don’t go on. There have to be creative solutions to protect employee rights, if not forever, as they phase out, there has to be compromise on both ends. By not moving forward, not trying to minimize their concerns, but if that is the paralyzing issue, nothing moves forward for Overture. It hurts it’s vitality. If a public-private model is worked out, everyone might not be happy, but everyone’s job is protected.
Shiva Bidar-Sielaff, thanks for your strong feeling on transparency. She wanted to clarify about role of MCAD as we move forward. It’s the center of the organization, its the center of that chart, what kinds of decisions has MCAD taken and what is its future role.
Nino Amato says the Dierdre agreed she misspoke, they never took a vote. In a memo he asked to have a meeting, and asked to look at terms and conditions and MCAD needs to vote, the meeting took place, he raised the issue and they were told MCAD was not involved in the negotiations, we were puzzled, in august we designated a member to be there, and we have a say in the terms and conditions. Staff looked at the notes, Dierdre was a rep for MAD and 201, but no motion was made. They never had a vote on MCAD for any of it. They discussed the amendments, and decided that they did not endorse a model. He also asked about MCAD role in the terms and conditions between now and 2012, Bill Keys and them were told to not worry they can discuss either. He says that Undercoffler says MCAD is in charge through transition. He says those that want to serve on 201 should resign from MCAD and make it clean. He says that MCAD has the right to be an Arts District.
Bidar-Sielaff asks if there could be a unanimous board to dissolve?
He says if members as a whole, we would not support (He and Bill Keys) and if it is those who are present it could be different. If they were not there, it would be mothballed.
Bidar-Sielaff says this is the last questions, she is getting the evil eye from the mayor. She asks how to deal with governance and how to transition to public employees.
Amato thanks Agard for her comments, we don’t want to alienate public employees. We need transparency and we need to guild trust. We didn’t quite get there. He wishes the Public Authority model was suggested last March. Public Authority works. Question is do we have enough time. We said to extend to December 14th.
Bidar-Sielaff informs him of Garton’s email that the offer to extend was off the table.
Amato seems surprised, he says we need a win-win, we need to continue to talk, this is really awkward, he has never seen this type of situation, he thinks it is time to have mayor, 2 alders you trust and have a face to face discussion with the donors and see if they can work it off. Let them pay off the banks, they own the building and we agree on a model then in 90 days we work out the details. Is this high stakes poker? Who will blink. There is a trust and credibility issue, the bankers are doing a good job, bring in the parties for a face to face meeting with the donors and as long as no quorum, do it behind closed doors, if you can do it in the open, do it in the open.
Bridget Maniaci says she is intrigued, you just got up here and said not party to forebearance agreement, is that correct.
Amato says Garton was the contact person, but we never took a vote on the terms and conditions.
Manaici says tonight is the night we are going to take the vote, why did you think to extend the time line. Are you the holder of the deadline.
Amato says we were told the deadline with November 16th, uz banks needed that. Then told not bank but investors cuz need time to liquidate. Last night had the discussion, got support and had consensus we needed more time, but it was contingent on the investors. I totally understand cuz of schedules. We never took and official vote on the terms and conditions and last night was first tiem we looked at amendments. He abstained from one vote because he didn’t want to take out the Public Authority model.
Maniaci asks if he saw version three. He says yes.
Maniaci asks what he thinks of “risky option” of resigning and get reappointed. He’s ok with that, might get his life back.
Maniaci sasy Soglin says structure, craft and culture are the issues. The council can have role in structure and craft but not the culture of the board. Is there anything we can do to productively facilitate the culture of the board.
Amato says that depends upon the model, I missed a whole bunch. He repeats 201 members shoudl resign from MCAD.
Maniaci asks if go with version 3, MCAD remains and runs the show, do you see a vision for success with MAD holding all the cards, or do we need many shoulders and support, we are passing the hot potato here, do you put it on one group.
Amato says the representation has to be inclusive, resident companies need a representative, unions have to be involved, it builds trust. 201 has to raise the money, been on a lot of board, we have a fund development committee with that experience and then a diverse non-profit board with expertise, including political expertise to guide board members. If we do what Agard talked about and what Tom has been doing, why can’t we bring in more governments.
Maniaci asks about what we need to be aware of so not too many cooks in the kitchen and “we don’t hang this thing.”
Amato says we need a frank conversation, no simple answer, everyone has the same goal, we need to bring everyone together.
Schumacher asks about decisions made yesterday, when you were talking I saw heads shaking, what was your understanding.
Amato says that we decided to write the letter separate, the response to Clear would be that we were not endorsing that model, and they had to wordsmith the extension to the 14th as long as investors were comfortable. The only way to find out is to get everyone in the same room or get them all on the phone.
Schumacher asks Attorney May, we’re hearing about MCAD role, do they have a role or function, doesn’t matter who appoints them, does there have to be an act by legislature or board, can it just sit out there.
Michael May says that they can go into hibernation, if they are removed from relationship to building and don’t have contracts, they could go into hibernation. The appointing authorities might not even appoint board members.
Schumacher asks if that would be ok.
Amato says when new entity comes on board that is an option. Governor, County Exec and Mayor have appointments. It’s in the authority of the appointing authorities. We do have the condemnation power.
Cnare asks Amato about being required to follow open meetings laws, what is your definition? Just like the common council or so permutations of that.
Amato says that we can do the closed session for some reasons. They do have donors who want to be anonymous. When file 990 they don’t disclose and can’t request it. They should follow the letter of the law.
Chris Schmidt says for 501(c)(3) they need that, but not the Public Authority model, cuz it has a separate foundation. The Authority can’t raise money in that model.
Schmidt asks about 501(c)(3)’s involved.
Amato says there is ODC, MCAST, Overture Foundation, MAD and CDA. He says it looks like a ponzi scheme. He says that they could have two entitities.
Schmidt says MCAD and 201 State meet, are the others involved?
Amato says ODC was involved in one, there was some reporting, it was very confusing. That is why we are here with the three models, everyone agrees this model doesn’t work.
Tim Bruer asks Amato why the board did not openly support the model you outlined this evening. You were dead on about mood of the community.
Amato says they looked at public-public, public-private, private-private. No one thought of it, its a great idea, wished they had it earlier, question now is to they have the time now.
Bruer asks about early days of closed meetings, how do we deal with what happened with budget and fiscal oversight, several members resigned, or transitioned early on.
Amato says you’ll have to ask the members of budget and audit.
Bruer asked if he resigned.
Amato says Warren Onken and Ted Crabb resigned and Dana Chabot did not want to continue. But he would prefer they answer, it was a high level of frustration.
Bruer asked who had the authority.
Amato says didn’t have a good accounting system, moved in better direction with Tom, will get better. Our committee was always respected for our decisions, but the Treasurer should have been on the transition team. They had the experience. We weren’t information of budget schedule, bad communication. missed some.
Bruer trying to figure out who made what decisions and are they the same people involved in future models.
Amato says budget and audit committee looks at the details, reviews issues, need to follow that process. We could have done a better job.
Bruer asked a question I didn’t understand, Amato said he was right on target, those left in media row . . . confused, didn’t follow . . . trying to catch up with what they are talking about. Amato talking about history with the pool and referendum. He says they hired Wood communications to go to do a report and they were to go to the neighborhoods and talk about benefits of Overture. He says they need an aggressive outreach program that goes beyond Madison. And public meeting on a Saturday when people can attend.
Bruer asks about the threat of going dark, forgetting what happened in 2005 with the Mayor, the banks have profited but have no place to go, they think the city or someone will blink first, banks made 10s of millions of dollars, they have no way to go and they see the amendments and then you have Frautschi but this was suposed to be a $50 – 100M facility but it was $200K, what is the reality of the banks going forward with the city and others around you, why not meet with bank with Frautschi’s, Sensenbrenner, with the reality they are stuck with this facility, and take the time as an alternative to a gun to our head, we’ve been down that road and that works badly, can’t we rebrand, re-engineer and start from that point with the banks recognizing we want to keep the facility running, we don’t want it to go dark, do you believe that could be an objetive alternative to what we are trying to put together tonight or in two weeks.
Amato asks him to repeat the question. Laughter.
Amato says bank thinks land is more valuable than the building. We need a frank discussion with the donors, you could float a bond to pay off the $15M, get the donors to pay off the loan and then work on it, I wouldn’t want to play poker on this. You can’t do this tonight, you have to come together, you can’t make a decision on this tonight.
Maniaici asks for Maryanne. Everyone is confused.
Mayor figures out it is Mary Berryman Agard.
Maniaci asks what model she likes, asks how to balance need for more support and everyone getting in the way.
Agard says that whether act tonight or not, there is no way for any of the parties to escape the fact that this is an experiment. Any one who thinks that is optimistic or out of their mind. She says that this facility is too big for us, we don’t need 150 on a board, we need greater depth in our own community and into the broader world. Most groups use a fundraising committee, they don’t need to be on the board, we need diverse geography, technical skills, age, ethnicity, gender, etc. She likes a model that changes the least that can be changed while solving government structure, too many chefs not cooks, whatever you put in place needs to be regarded as intentional study period. I know there is a tension between security of non-public donors, to have confidence their funds use well as well as the public shareholders. She doesn’t think they have any model that has level of confidence that she would endorse as a long term solution. Any of the models that have practical, concrete, measurable, aspirational performance standards and collegiality around those standards as they build more knowledge of how it is working. One thing she doesn’t know well is bonding. Not clear the city would be prohibited form doing that if MCAD in charge. (Me: Yes, they did it for WARF) She says the city employees are critical, don’t cut them off from their pensions while deciding, costly community relations issue, Racine still divided over strike in 1970s, everyone knows who was on which side of the issue, that is too expensive. For her, Public Authority is interesting, needs to be new statute, it has weird issues. 201 structure is not sufficiently broad and not enough voice for public donors. I think you could craft a contract that would work, name 201 as sole source, not sure if ownership impacts bonding, you could learn for a period, and move from there. She wants everyone to understand that a grace period could be done by the donors. If they go to banks and say not done negotiating, I don’t think the banks would say they are holding out for city ownership, I think they are holding out for payment. This less final decision could have impact on fundraising. But there are other issues.
Maniaci lost her thoughts, asks for Brasser to answer question about bonding. Can the city take out bonds on building we don’t own.
Dean Brasser says limited to public purpose in nature and a private facility would not qualify, it could be taxable debt but interest rates could be higher.
Manaici says MCAD is not the property entity.
Agard says not with current statute. MCAD was set up for specific reasons, that is not a structure that would run the facility.
Maniaci asks if there is another model, if can’t get legislative change, what would you do?
Agard says that without change in statute, she doubts they see themselves as running Overture over time. She says WRS issue was a mistake. MCAD has always been designed as a capital management entity not a program management entity. She says when Civic Center was abolished, there was no public entity to influence programming. If we had that it might be better with perceptions in community.
Maniaci says we need decide if own or don’t end, there has been substantial discussion, where does the building best belong.
Agard says that the City will never escape being pocket of last resort, even if don’t act tonight, you will still be the ones people look to for funding. She thinks should be in the best alignment for success. Its a combination question its not A or B but devil is in the details. Given city is last resort and could be more extensive period of study, engage in study period, look at the costs, change the least you can, assuming you can extinguish the debt. You need the people in the room. If I was in your chair, I would be waiting for that decision before I decided.
Back and forth with alders I didn’t hear.
Manaici asks about throwing the employees under the bus while transition.
Agard says that a real study period means you don’t know the answer, having a transition that ends with that conclusion is not asking a question.
Manaici asks if December 2012 is enough time, what if go through transition and do the study and it goes bad.
Agard asks her to rephrase the discussion.
Manaici asks if it is an acceptable transition period.
Agard says that they should study, not commit to the date.
Clear back in the chair, wants them to be succinct.
Schmidt asks a long question where he reads from something I missed. I think it is why can’t MAD manage a transition.
Agard says it wasn’t a programmatic board, but facility. They can condemn properties, appointees from County Exec and Governor shouldn’t be there until they are paying members. That structure wouldn’t perform if pushed into a programmatic role. She asks what he likes.
Schmidt says they can have members from other entities if they pay in. That ability is there, more concerned with final long term answer, if MCAD can’t handle the transition.
Agard says not a crisis, wouldn’t be terrible, you would want a public authority built around what you need. MCAD wouldn’t do something disastrous in the next 6 months, its just not the best.
Bidar-Sielaff says version three is a transition period, no final solution to the issue, but it is a Public Authority, does that make sense.
Agard says yes, that makes sense. If we could have this theoretical conversation, you should talk about the model and transition.
Bidar-Sielaff asks if they are not ready to sign on the dotted line tonight or in two weeks.
Agard agrees.
Bruer asks a question that starts off with a bunch of assumptions, but does it make more sense to take the time to do it right, who should pay for additional subsidy if we sit there with the same model repackaged. Wouldn’t it make sense to do the comprehensive review? Who should pay during transition period.
Agard says that assumption reason city not at table at forbearance was about the $6M backstop agreement.
Bruer says council doesn’t know, not included in that discussion.
Agard says it would have appearance of taking responsibility for money owed, assume that is true, it could have saved the city $6M, but this is the cost that went with that risk related decision. Staying away from that discussion was costly to the city. Similarly making this decision cuz of $15M payment, I know that is a lot of money, all I can do is council you to be careful. It is important to make decision to be made in thoughtful orderly way and for it to move with intentionality. Not good to make decisions under fear and the fear is $15M, that is how big it is.
Schumacher asks Linda Baldwin, chair of MAD to respond to things tonight.
She says that the only misinformation was Brian Butler was set up by the group to be a part of that. What Nino said about term sheet, not approved by either board, still in negotiation. Prior to the term sheet being brought to the group it would have been brought to the board. The budget and audit committee, for 2011, the treasurer said they had been through it. Are there other issues?
Schumacher asks about it being dormant.
Baldwin says cuz of RTA and other issues, didn’t seem a good time to bring forward issues on structure, they did talk about a district, might be developed in the future, might even be a taxing district, MCAD could have been basis for that to go forward. MCAD was always intending to be engaged in the transition. Thought the professors ideas were good, but there could be other ideas. They were always the transition group, we can’t have two employers involved.
Schumacher asks about deadline. Told over and over have to make decision, tonight hearing something different, what is the reality behind the time frame.
Baldwin ways that is a good decision. Whether or not the donors an deal with issues if delayed to 12/14, couldn’t get ahold of donors today.
Schumacher asks if it is a real issue or negotiation strategy. Are there real changes we need to be aware of.
Baldwin says that the only major point with the donors was a sustainable way forward by the end of the year. They want a sustainable future before banks paid off. That is what they have been operating under.
Cnare asks if it is possible for us to talk to the donors to talk to us, why is that not happening.
Baldwin jokes, but can’t answer that. You could make the request, and quickly.
Cnare says no flat out no.
Baldwin says no, but there is a concern and questions about city role.
Cnare asks if city invited to table on forbearance.
Baldwin said city said not, it wasn’t their responsibilities.
Schumacher wants to ask Soglin to come up, I missed the question.
Soglin says that he was frustrated on the ad hoc committee, thought there was something wrong with what was going on. He says he was accused of asking for too much information, and he is terribly frustrated because so much new information coming out tonight that should have come out in last 2 years if not 1 year. While everyone civil and polite, Mary talked about fear, there is another element, trust. Organization cannot function without trust, and yet trying to build something after 5 hours with no deliberations that is the biggest capital project in the history of the city. The banks, some of the information, I asked why city not present and who imposed the deadline. He was given impression that banks imposed it. Banks do not want to be in real estate business, they are dealing with foreclosure and defaults, the foreclosure is the last thing they want. The threat of it closing is about zero, between banks not wanting it combined with the fact . . . doesn’t complete thought . . .Symphony, Orchestra and Opera are three principle children, the people who put this much money in here, are not going to allow their children to go homeless over 3 – 6M. That isn’t your issue. Your issues is a performing arts facility that doesn’t perform. You are foccusing on MCAD too much. Where do we want to be, where do we want to end up. Proper owner, manager, best service to patrons, organizations and ticket purchasers. He has ideas where we will be in a year, but we need a complete study. Build on Undercoffler report. He thinks the city will be the owner. He changed his mind on the committee, only reason not to take ownership now, uz you don’t know how big the iceberg is. In terms of operations, neither MCAD or 201 can manage the facility. You need a separate non-profit fundraiser, lists off other foundations supporting public entities. Question is who operates it. He doesn’t know. That is why you need to study. The next year you will go through shark infested waters. MCAD is not built for it. 201 on matter of trust and representation can’t do it. One is unacceptable. Two is better, item three contains the basis for the critical elements to be addressed during interim. Says Solomon has some good notes on what needs to happen.
Maniaci ask about in terms of ownership MCAD is proper right now.
Soglin says no, wishes there was a better choice than 201 State. What if 201 State refuses to coorperate? Fine. If they refuse to cooperate, and go it alone, good for them.
Missed a questions.
Leave the employees right now, there is an issue with Carto’s position and some top management people should work for foundation, instead of for the city.
Cnare asks how much they need in the trust fund.
Soglin likes $100M for facility of this size, should set a goal for 10 years and goal for $100M. No one shoudl own and operate without endowment fund.
Cnare says all working hard to have city employees, if want to keep city employees, management would need to be a city body, what would that look like.
Soglin says Civic Center Commission. That might be where you get your talent. One of his first appointments in 1973, plan commission at the time it was all real estate and developers and alders and one activist. He appointed Sophie, she had no expertise, but was thoughtful, you need someone like that.
Schmidt asks if MCAD shouldn’t do the transition.
Soglin says don’t do it if they don’t want it, likes that they are all public appointees.
Schmidt says that is why we “reset”.
Soglin says he supports number three.
NO MORE QUESTIONS!!! 12:20 12/1/2010
Ten minute recess moved. Back at 12:30.
