FIRST AMENDED AND RESTATED RUTH ECKERD HALL CAPITOL THEATER MEMORANDUM OF UNDERSTANDINGFirst Amended and Restated Ruth Eckerd Hall Capitol Theater
Memorandum of Understanding
This First Amended and Restated Memorandum of Understanding (herein after
referred to as the "Memorandum") is made and entered into this /`� day of
June, 2012, beiween the City of Clearwater, a municipal corporation of the State
of Florida,(hereinafter referred to as the "City") and Ruth Eckerd Hall, Inc. a
Florida non-profit corporation, (hereinafter referred to as "Ruth Eckerd Hall").
This Memorandum replaces the Memorandum of Understanding between the
parties dated December 9th 2008.
This Memorandum is entered into by the City and Ruth Eckerd Hall for the
purpose of formalizing the intent of the Parties relating to the responsibilities and
obligations regarding the rehabilitation, operation and maintenance of the Capitol
Theater, formerly referred to as the Royalty Theater, and the Lokey building (403
and 401 Cleveland Street) and if acquired, the purchase of the building at 409
Cleveland Street (hereinafter collectively referred to as the "Project").
It is the intent that Ruth Eckerd Hall enter into a long term lease and operating
agreement (herein after referred to as the "Agreement") with the City for the purpose of
renovating and operating the Capitol Theater. To that extent:
The City has purchased 403 (purchase price of $975,000.00) and 401
(purchase price of $1,335.000.00) Cleveland Street properties. Ruth Eckerd
Hall will undertake the purchase of the property at 409 Cleveland Street at its
expense. Ruth Eckerd Hall will obtain a contract for the purchase of 409
Cleveland Street by no later than July 1, 2012. As soon as possible after the
contract has been obtained, the City Council shall consider a contract to
purchase the property from Ruth Eckerd Hall at fair market value to be
determined by two appraisals obtained by the City. Ruth Eckerd Hall shall be
responsible for any cost beyond the City's purchase price. In the event that
Ruth Eckerd Hall is unable to obtain a contract, for any reason, on said
property by July 1, 2012, the Agreement shall move forward without the
inclusion of said property.
2. Ruth Eckerd Hall estimates the total Project cost to be $13.25 million, broken
down as follows: $2.95 million for purchase and closing costs, including 409
Cleveland Street, $7.3 million for construction and renovation and $3 million
for an endowment fund.
3. The total City/public commitment is approximately $9.7 million for the Project
plus the City's cost of acquiring the 409 Cleveland Street property if
applicable. The City has $3,612,209 remaining of its original commitment for
the rehabilitation and construction of this Project. The parties have agreed
that the City shall redesignate the $4 million of Penny for Pinellas Dollars
currently proposed to be used for the Ruth Eckerd Hall education building to
the Project. $3.5 million shall be used by the City to fund the remaining
portion of the construction costs. The $500,000.00 shall be held by the City
until such time as the Project is completed. Following completion of the
Project, it is intended that the remaining funds be transferred to Ruth Eckerd
Hall for use in the construction of the education center. The City's obligation
to fund the $7,112,209 for renovation and construction costs is contingent
upon the City and Ruth Eckerd Hall entering into the lease/management
Agreement for the Capitol Theater as provided herein and committing to fund
the Endowment fund as required in this Memorandum.
4. In order to facilitate the Project design, planning, fund-raising and
construction, the City agrees to make available up to $250,000 from its
Project contribution for conceptual design and construction plan
development. The funds will be released upon approval of this Memorandum
and either acquisition of 409 Cleveland St. or determination that 409
Cleveland Street will not be acquired, and presentation of architect and
engineer estimates acceptable to the City for said activities. Construction and
consulting services obtained for this project with City funds shall comply with
State and City requirements for bidding and contracting.
5. Ruth Eckerd Hall and the City will work cooperatively to identify and obtain
other public funding sources, which will reduce the City's contribution toward
the construction and renovation, beyond the initial purchase price and closing
costs of $2.4 million.
6. The parties agree that it is not the intent that the City subsidize the ongoing
operations and maintenance, except as otherwise provided herein, of the
Capitol Theater following rehabilitation of the facility. To that end Ruth Eckerd
Hall shall establish an endowment fund exclusively for the Capitol Theater of
$2,000,000 prior to commencing operation of the renovated facility.
Additionally, Ruth Eckerd Hall shall add $100,000 a year for 10 years to the
Endowment Fund. The parties further agree to review the necessary amount
to be held in this fund for ongoing operations and maintenance five years
after Certificate of Occupancy is issued and every five years thereafter.
Following each review, the parties may negotiate an adjustment to the
required endowment. The terms, conditions and uses of the Endowment
Fund shall be finalized in the Agreement.
7. The City will work with Ruth Eckerd Hall to vacate the alleyway behind the
Capitol Theater and relocate the utilities in a timely manner to allow for
expansion of the stage house. The Parties recognize that there are factors
outside of City control that affect the vacating. In the event the alley cannot
be vacated, it is the intent of the Parties to move forward with the
rehabilitation under a modified plan.
8. Ruth Eckerd Hall will accept responsibility for the construction and not seek
any additional funding from the City beyond what is stated in this document
for the construction and renovation of the Project including the cost of
relocation of the utilities.
9. At the request of Ruth Eckerd Hall the City Council agrees to consider
rescinding the previous historic designation of the Capitol Theater and Lokey
building. Ruth Eckerd Hall is proposing a new exterior design which will
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enhance the project. Ruth Eckerd Hail shall submit the final exterior and
interior design to City Council for approval prior to commencement of the
Project.
10. Once the renovation of the Capitol Theater is complete, Ruth Eckerd Hatl will
be responsible for the ongoing annual maintenance for the normal operation
of the facility including, but not limited to normal wear and tear for sound,
lighting and theatrical equipment, theater seating, electrical and HVAC
system maintenance, etc. Since the construction will install mostly new
systems and equipment, it is believed that there would be no major capital
improvements required for at least five years. The City will provide funds for
major capital improvement items including roof, total HVAC systems, etc.
The Agreement will establish the types of capital improvements that will be
the City's responsibility and those to be funded by the Endowment Fund.
11. All the terms and conditions of this Memorandum as well as additional terms
and conditions customary to such transactions shall be subject to further
delineation and clarification in the Agreement for the premises between the
City and Ruth Eckerd Hall. Because time is of the essence, the parties intend
to promptly negotiate and complete said Agreement.
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CITY OF CLEARWATER, FLORIDA
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George Cretekos
Mayor
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Pamela K. Akin
City Attorney
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HALL, INC.
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and CEO
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Rosemarie Cali
City Clerk
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