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HomeMy WebLinkAboutR32-Economic Development Agency ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ORIGINAL FROM: Maggie Pacheco Deputy Director SUBJECT: AMENDMENT NO. 1 TO THE THEATRICAL ARTS INTERNATIONAL OPERATION AND MANAGEMENT AGREEMENT - CALIFORNIA THEATRE DATE: August 1,2005 SvnoDsis of Previous Commission/Council/Committee Action(s): On July 5, 2005, Redevelopment Committee Members Estrada and McGinnis unanimously voted to recommend that the Community Development Commission consider this action for approval. Recommended Motion(s): MOTION: (Communitv DeveloDment Commission) Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the Executive Director to execute Amendment No. I to the Theatrical Arts International Operation and Management Agreement for the California Theatre ("2005 Agreement") Contact Person(s): Gary Van OsdellMaggie Pacheco Phone: (909) 663-1044 Proj ect Area( s) Central City North Redevelopment Project Area Ward(s): Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letters Approx. FUNDING REQUIREMENTS Amount: $ 150,000 Source: Tax Increment Budget Authority: Annual Budget SIGNATURE: ~ ary V~sdel, Executive Di ctor aggie Pacheco, Deputy Director '--comDiission;co~n'ciTNot~s;-----f--------------------______________~__________________..__..__mm_m____mm___m____m.___..____.________________.__...__..___..__...... R pSlJ C'}\cj(J()OFr ::1-7 P:\Agendas\Comm Dev Commission\CDC 2005\05-08-15 TAl Amend. No. ) SRdoc COMMISSION MEETING AGENDA Meeting Date: 08/15/2005 Agenda Item Number: P y ECONOMIC DEVELOPMENT AGENCY STAFF REPORT AMENDMENT NO.1 TO THE THEATRICAL ARTS INTERNATIONAL OPERATION AND MANAGEMENT AGREEMENT - CALIFORNIA THEATRE BACKGROUND/CURRENT ISSUE: On February 11, 1999, the Agency entered into an Agreement with Theatrical Arts International ("TAl") for the operation and management of the California Theatre ("Theatre"). The one (1) year agreement allowed TAl to book all events in the Theatre, on their behalf and on behalf of the Agency, to maintain and operate the Theatre within the guidelines of the Agency's adopted budget, to contract for all required operating staff, to arrange for usher services and for stage hands for all performances, to develop a suggested operating budget, and to make recommendations for long-term improvements and capital repairs. The Agreement dictated that TAl would reserve the Theatre for no less than 27 days for non-profit groups. In return for the Theatre management and operating services, TAl received 20 rent-free performance days for the larger productions secured by TAL All hard costs associated with TAl's rent free performances were to be borne by TAl, including, but not limited to, the cost of the production, security, ushers, stage hands, and janitorial. In addition, TAl was to receive 50% of cash sponsorships obtained by TAL All rental income associated with other Theatre renters, considered to be Agency productions, was to be collected on behalf of the Agency, and remitted to the Agency. Likewise, all costs of these Agency productions were to be reimbursed by the Agency from rental income or reimbursed directly from the Theatre renters. In accordance with the annual adopted budget, the Agency was responsible for maintenance of the Theatre, utilities and any other costs not considered hard costs of TAl's productions. The Agency also paid the costs of direct Theatre personnel (payroll and benefits of the box office manager and related personnel). Based upon the success of T AI, in April 2000, the Agreement with TAl was extended for a period of two (2) years under the same above-mentioned conditions. Amendment No. 1 was entered into on April 15, 2002, which continued the previous Theatre operating arrangement and agreement with the exception that the number of rent free days provided to TAl for their productions was increased from 20 days to 35 days, and the number of reserved days for non-profit groups would increase from 27 days to 30 days. Amendment No.2 to the Agreement, approved on June 2, 2003, allowed TAI to purchase for $500 the alcohol beverage license from San Bernardino Downtown Main Street for the operation of the Theatre's alcohol beverage sales. In return for the purchase, TAl was to pay to the Agency 25% of the gross income generated by the sales of alcoholic beverages and concessions on a quarterly basis. The Agreement between TAl and the Agency was due to expire on April 30, 2005; hence, on March 8, 2005, Redevelopment Committee Members Estrada, Longville and McGinnis unanimously voted to recommend that the Community Development Commission ("Commission") approve a Five Year extension to the Agreement. -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- P:\Agendas\Conun Dev Conunission\COC 2005\05-08- ) 5 TAl Amend. No. I SR.doc COMMISSION MEETING AGENDA Meeting Date: 08/15/2005 Agenda Item Number: K3~ Economic Development Agency Staff Report TAl California Theatre - Amendment No.1 Page 2 The Committee approved the Five Year extension to the Agreement based on the following modifications: TAl (1) will be permitted to keep 100% of the alcohol beverage and concession sales in acknowledgement of the fact that TAl, on behalf of the Agency, oversees and takes the lead on payroll and payroll taxes for stage hands, ushers, bartenders and others hired on behalf of the Agency's productions. The Agency does reimburse TAl for these hard costs, but the Agency is relieved of the burden of accounting for these individuals, and issuing W-2's at the end of the year; (2) TAl will be required to submit their operating budget to the Agency 120 days prior to the end of each fiscal year and for the Agency to include in its yearly budget; a line item for retention of a grant writer to help the Agency and TAl generate other revenues that could be used to augment the Agency/TAl's resources to fund operations and improvements to the Theatre; (3) and, either the Agency and TAl would be required to provide a 90 day written cancellation notice to terminate the Agreement and the new Agreement would expire on April 30, 2010 and finally, (4), Section 11.4 of the Agreement was expanded to recognize that circumstances may change after execution of the Agreement and that either party may desire to seek written amendments or modifications to any of the terms or provisions of the Agreement. On April 18, 2005, upon the advise of the City Attorney, the Commission approved a one (1) year contract with TAl, commencing on May 1, 2005 and through April 30, 2006, and further directed Staff to seek competitive proposals prior to entering into a five (5) year contract with TAl as proposed by the Redevelopment Committee. Hence, on or about April 26, 2005, Staff solicited operation and management proposals from the following organizations: Robert Stein Group, Management Company for the Riverside Municipal Auditorium, Big Red Apple Production and Entertainment Development, Theatrical Arts International, Inc., and Herald Luther, Manager for Sturges Theater. In addition, Staff advertised the Request for Qualifications and Proposal Ad in the local newspaper. Other than a response from TAl, no other proposals were received. Hence, it is recommended that Amendment No. 1 be authorized, to modify the term (Section 9-Term and Termination) of the existing TAl and Agency Agreement to be extended from April 30, 2006 to April 30,2010. All other terms and conditions of the Agreement will remain the same. ENVIRONMENTAL IMPACT: None. FISCAL IMPACT: Amendment No. 1 will result in adding 4 more years to the existing Agreement Term which means that under the current arrangements with TAl, the Agency incurs all direct costs of Agency productions, and the budgeted operation and maintenance of the Theatre, which is approximately $150,000 yearly, after all revenues remitted to the Agency. This budget is reviewed and approved annually by the Commission. P:\Agendas\Comm Dev Corrmission\CDC 2005\05-08-15 TAl Amend. NO.1 SR.doc COMMISSION MEETING AGENDA Meeting Date: 08/15/2005 Agenda Item Number: K,,1d- Economic Development Agency Staff Report TAl California Theatre - Amendment No. 1 Page 3 RECOMMENDATION: That the Community Development Commission adopt the attached Resolution. w~ ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- P:\Agendas\Comm Dev Conmission\CDC 2005\05.Q8.)5 TAl Amend. No.1 SRdoc COMMISSION MEETING AGENDA Meeting Date: 08/15/2005 Agenda Item Number: ~ RESOLlJTION NO. ~ ~ IPY , 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT CO:Vl\HSSIO.\' OF THE CITY OF SAN BERNARDINO APPROVING Al\'D AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AMENDMENT NO.1 TO THE THEATRICAL ARTS INTERl\ATIO.\'AL OPERATION Al\D MANAGEMENT AGREEMEl\T FOR THE CALIFORNIA THEATRE ("2005 AGREEMENT") 4 5 6 WHEREAS. the Agency owns the California Theatre of the Performing Arts (th 7 "Theatre") and the Agency desires to l.2ause the Theatre to be operated in a manner s stimulates do\\ nto\\n economic activity and that provides a broad range of cultural opportunitie 9 for San Bernardino residents: and 10 WHEREAS. the Agency and Theatrical Art's International ('TAr') haw previousl) 1 ] entered into an Operation and Management Agreement dated as of February II, 1999, a 12 amended on April 15, 2002 and June 2, 2003, for the operation and management of the Theatr 13 which agreement. as amended, expires pursuant to its terms on April 30. 2005: and 14 \VHEREAS, prior to entering into the original agreement with TAl for the operation an 15 management of the Theatre. the Agency \\3S incurring substantial costs and use of Statf time il 16 em excess amount of 5250.000 annually: and 17 WHEREAS. TArs operation and management of the Theatre for the past five years ha' 18 resulted in the community receiving significant benefits for the e1Torts of TAL includin 19 increasing the quality and frequencies of the performances, filling the Th-::atre with patrons. an 20 reducing costs to the Agency and increasing rewnues as documented in the Staff Report: and 21 WHEREAS, on April 18. 2005, upon the advice of the City Attorney. the CommissiOl y, approved a one (1) year contract with TAL commencing on May I, 2005 and through April 30 " _J 2006. and further directed Staff to seek competitive proposals prinr to entering into a five (5 24 year contract \\ith 1'.:'\1 as proposed by the Redevelopment Committee on July 5, 2005: and 25 -1- j>:_.\gl'lld;I~'Heso]utI{l1l5"nr~olllil(lns2(lU:- O:--U!l-I=, T.",-I ,-\ml'lldlllt'Hf....O I H("suuu( ~ WHEREAS. on April 26. 2005, Staff solicited operation and management prllposals fi'om! I the following organizations: Robert Stein Group. Management Company for the RiverSid1 \lunicipal Auditorium. Big Red !\pple Production and Entertainment Development Theatricall Am 1 ,"e "'ot , "'''' I. 1 ",.. ,,,,d H"',ld L uthee, ,hmg'" foc S t ",'g" Th,"',,, ,,,,d ,1.;0 advert; "d ; 1 the Illcalnewspaper and only one responsc was received from TAL I :; -1 " 6 NO\X,', THEREFORE. THE COivll\1LiNITY DEVELOPMENT COMMISSION Of THE 7 CITl' OF SAJ'\i BERNARDINO DOES HEREBY RESOLVE. DETERMINE AJ"JD ORDER, AS FOLLOWS: 8 9 Section l. The Commission hereby approves the Amendment No, to the Agreement 10 attached hereto and incorporated herein by reference, II Section 2. The Executive Director of the Agency is hereby authOlized to execute the I~ Amendment No I to the Agreement on behalf of the Agency in substantially the fonn attached hereto. 13 together \\ith such changcs therein as may be appro\'ed by the Executive Director and Agency CounseL 1-1 The Executive Director or such other desihTJ1ated representative of the Agency is ftllther authorized to do 1 , any and all things and take any and all actions as may be deemed necessary or advisable to effectuate the 16 plll'poses of A.mendment No, I to the Af:,TJ'eement, including making non-substantive modifications to Amendment 1\0, I to the Agreement. 17 Section 3. 18 /1/ 19 ! / / ~O :'1 '1 I! '~ ~4 ! 1,/ 25 OJ The Resolution shall become effectiw immediately upon its adoption, -2- I P'\Cl'IHj;I~I{('s()11I1I()llsHl'.\"llIllnlL\'2UU~ U5-08.I:; 1\1 ,-\1lIt'lldUll'111 '\(1 I ({..HI,dO( ~ RESOLlTION OF THE COMMUNITY DEVELOPMENT COMMISSIO:\' OF THE CITY OF SAN BERNARDINO APPROVING AND ALTHORIZI!\G THE EXEClTIVE DIRECTOR TO EXECLTE AME\'DMENT NO.1 TO THE THEATRICAL ARTS INTERNATIO!\AL OPERATION AND MANAGEMENT AGREEMENT FOR THE CALIFORNIA THEATRE ("2005 AGREEMENT") ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO -1 5 6 I HEREBY CERTIFY that the foregoing Resolution \\as duly adopted by the 7 Community De\clopment Commission of the City of San Bernardino at a 8 meeting thereof held on the day of ,2005, by the following vote to wit: 9 Commission \!embers: Navs Abstain Absen: A\es 10 ESTRADA II LONGVILLE \1 CG fl\J1\I S 12 I' ,,' DERRY 'KELLEY JOHNSON \IC CAMMACK :-1 15 16 17 - Secretary 18 19 The j()regoing resolution is hereby appro\ed this day of .2005, 20 = I Judith Valles. Chairperson Community Development Commission of the City of San Bernardino ~, 0' -,' Approved as to form and Legal Content: 2-1 , , , ,/',//1/ /; . . I ,/. '.' ',' , .1--/'/ "l(.d/'(,e) ~~ :' Bv: . / C/i! '/ / L/ C/ (. ( I..-_Ii- / ACTencv Court'sel b _ , i II' \e"Il(LI\\k.t'.\.oII1111l1l\ 1{,'"oIl1!Pdll :1I1I' 1,".{l8-1~ T.\I -\Ult'lllhll('Il[ ,"'0 1 fh'~l) ,lue -3- Amendment No.1 to that Certain 2005 Operation and Management Agreement California Theatre This Amendment No. I (this "Amendment") to that certain 2005 Operation and Management Agreement, California Theatre, dated April 18, 2005 (the "Management Agreement"), is by and between the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Agency"), and Theatrical Arts International, a California Corporation ("TAl"), and is dated as of August 15, 2005, with reference to the following facts: RECITALS Whereas, the Agency and TAl have previously entered into the Management Agreement as referenced above for a term extending from May I, 2005 through and including April 30, 2006, as further provided in Section 9 of the Agreement; and Whereas, said Agreement with the one-year term was entered into pending a formal solicitation process being conducted by the Agency to determine whether other entities were interested and qualified to operate and manage the California Theatre, and the Agency has determined that TAl was the only entity responding to the most recent solicitation process of the Agency to obtain a manager and operator of the California Theatre; and Whereas, it is necessary and desirable that the Agency, after full compliance with its purchasing and requisitioning procedures and policies, approve a long-term management arrangement with TAl for the management and operation of the California Theatre during the tern1 as provided in this Amendment; and Whereas, all other terms, provisions and conditions of the Agreement shall remain in full force and effect except to the extent specifically modified by this Amendment. NOW THEREFORE, the Agency and TAl agree as follows: Section 1. Recitals. The facts and statements contained in the Recitals hereto are true and accurate in all respects to the best knowledge of the parties as of the date hereof. Section 2. Extension of Term of Al!reement. The parties intend by the approval and execution of this Amendment to extend the term of the Agreement for four (4) additional years from and after the current termination date through and including April 30, 2010. Consequently, Section 9.1 of the Agreement shall be amended in its entirety to read as follows: "This Agreement shall commence on the first (151) day of May 2006, and shall remain in effect for four (4) years through and including April 30, 2010". P Al?endas'<Agenda AtliKhments Agrn1.s-Amend 2005.05.08-15 TAl Amendment No 1 due Section 3. Effective Date. This Amendment shall take effect and be in full force and effect from and after the date of approval hereof by the governing body of the Agency and the final execution, and delivery of this Agreement by both the Agency and TAL IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO Date: By: Gary Van Osdel, Executive Director Approved as to Legal Form and Content: i l ," _.' .' / / / ./ ,/ i . l '; '/ " _/~_ J ~ Agency COl.lrlsel /'.' i ,: i /U .,'> THEATRICAL ARTS INTERNATIONAL Date: By: Joseph Hensen Date: By: Allen Evenson 2 P '.Agendas'.J\genda Allachmcnts'Agrmts-Amcnd 2005,05-08.15 TAl Amendment No 1 doc ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): ~ / I S" 0 $" Item # V ote: Ayes 1 Nays Change to motion to amend original documents 0 #-.3 r R"olution # -L01'JpO<;, XI Abstain Ab nt Companion Resolutions NulI/Void After: days / Resolution # On Attachments: 0 Note on Resolution of attachment stored separately: 0 PUBLISH 0 POST 0 RECORD W /COUNTY 0 By: Date Sent to Mayor: ~/' 1'1,. ()? _ Date of Mayor's Signature: ~,.. 1'1" Or ,/ Date of Clerk/CDC Signature: e" I ~( 0 \ Reso. Log Updated: 'e( Seal Impressed: ~ Reso. # on Staff Report 0 ~ Date Memo/Letter Sent for Signature: 151 Reminder Letter Sent: Date Returned: 2nd Reminder Letter Sent: Not Returned: 0 Request for Council Action & Staff Report Attached: Updated Prior Resolutions (Other Than Below): Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634): Updated CDC Personnel Folders (5557): Updated Traffic Folders (3985, 8234, 655, 92-389): YesL No By_ NoL By_ No:L- By_ No~ By_ NoL By_ Yes Yes Yes Yes Copies Distributed to: Animal Control 0 City Administrator 0 City Attorney 0 Code Compliance 0 Development Services 0 Others: EDA ~/ Information Services 0 Facilities 0 Parks & Recreation 0 Finance 0 Police Department 0 Fire Department 0 Public Services 0 Human Resources 0 Water Department 0 Notes: / Ready to File: ,/ / 17 / Date: ~\ Revised 12/18/03 :.~.'''''' RfCr- 2005 A~; '5:! V f f?ity of San Bernardino ECONO(Y!JF }jtVl!l.OCl8MENT AGENCY Redevelopment. Community Development. Hou'in.r; . Busmes . I:ifkJr,#([1~,: Ret('intion, Revitalization' Main Street, Inc. ~,\ I,.~ R DINO 'M August 16, 2005 Theatrical Arts International, Inc. Attn.: Joseph Henson P.O. Box 270 San Bernardino, California 92402 RE: Amendment No. 1 to that certain 2005 Operation and Management Agreement California Theatre Dear Mr. Henson: Enclosed for your records is the fully executed Amendment as referenced above that was approved by the Community Development Commission of the City of San Bernardino on August 15,2005 (Resolution CDC/2005-27). If I cahlbe of further assistance to you, please do not hesitate to call me at (909) 663-1044. I Si y, Wasana A. Chantha Secretary Enclosure: Amendment No. 1 to that certain 2005 Operation and Management Agreement California Theatre cc: Barbara Lindseth (with Original Executed Agreement) .8ifr'~'- (~Rlr...II<<JIl~~ n!r~lft[n_ Maggie Pacheco (with Copy of Executed Agreement) 201 Norlh E Slreel, Suite 301' San Bernardino, California 92401-1507- (909) 663-1044 - Fax (909) 888-9413 www.sanbernardino-eda.org.