Number
011733
Version
SUBSTITUTE 1
Reference
Sponsor
THE CHAIR
Title
Substitute resolution approving an agreement to transfer the City's interest in the Captain Frederick Pabst Theater.
Analysis
This resolution approves a Transfer Agreement by and among the City of Milwaukee, the Board of the Captain Frederick Pabst Theater ("Board") and the Cudahy Foundation ("Transferee"). Under the terms of the Transfer Agreement, all the City and the Board's interest in the Captain Frederick Pabst Theater will be transferred to the Cudahy Foundation for $1.00 and the commitment by the Transferee to observe all the terms and conditions of the Transfer Agreement. Those conditions include a commitment that the facility will not be used for other than Theater purposes without the City's consent. The City will also have a right for a ten year period to repurchase the Theater Premises if the Transferee elects to convey the Theater Premises. The repurchase price would be $1.00 plus the depreciated value of any capital improvements made to the Theater by the Transferee. The Transferee commits to making reasonable efforts to ensure that the Theater Premises is made available to performing arts groups and artists who have substantial ties to the Milwaukee community and who represent the diversity of the Milwaukee community. The Transferee commits to an 18% DBE procurement goal with regard to its discretionary spending. The Transferee further commits not to change the name of the Theater without the City's consent and commits to operate the Theater in a fashion consistent with the needs of the facility and in a manner that would maintain both its historic appearance and the function of the facility for future generations of Milwaukee area residents. Finally, the Transferee commits to honor all naming rights. The only aspect of the City's ownership interest that will not be immediately transferred relates to the leasehold interest in the Renovation Project used to secure a $2.3 million Redevelopment Authority bond issue that financed a portion of the renovation of the Theater. Those bonds will be paid in 2007 and at that time all City ownership interest in the Renovation Project will be transferred. Finally, the City commits to providing a one-time $150,000 operating subsidy payment to the Transferee on or before January 31, 2003. This commitment is subject to an appropriation in the 2003 City budget. This subsidy amount is equivalent to the amount that the City has annually provided to the Board for the operation of the Theater. Thereafter, the City and/or the Board will have no financial commitments with respect to the operation of the Theater. The Transferee can assign its interest in the Theater to a subsidiary, non-for-profit corporation, provided that the Transferee guarantees the subsidiary's performance of key contractual commitments.
Body
Whereas, The Captain Frederick Pabst Theater (the "Theater") is a municipal theater organized and operating under sec. 229.27, Stats., and sec. 16-12, Milwaukee City Charter; and
Whereas, Pursuant to sec. 229.27(4), Stats., and sec. 16-12-4, Milwaukee City Charter, all real and personal property of the Theater is titled in the City; and
Whereas, Pursuant to sec. 229.27(3), Stats., and sec. 16-12-3, Milwaukee City Charter, the Board has complete and autonomous control of the building, maintenance and control of the Theater; and
Whereas, Pursuant to sec. 229.27(4)(b), Stats., and sec. 16-12-4-b, Milwaukee City Charter, the Board has the authority, subject to City approval, to enter into a transfer agreement with another person under which the Board may transfer any of the City's interest in the Theater. Such a transfer may take the form of a sale, lease or other conveyance and may be made with or without financial consideration, except that if the transfer is made to a private, for profit entity, the transfer shall be for fair market financial consideration. Further, such transfer shall require the transferee to accept an assignment of all contracts with other persons, with respect to the transferred Theater, that are in force at the time of the transfer except that the provision does not apply to collective bargaining contracts; and
Whereas, The Cudahy Foundation. ("Transferee") is a Wisconsin Charitable Trust recognized as tax exempt non-for-profit under 501c3 of the Internal Revenue Code; and
Whereas, In accordance with the terms and conditions which are set forth in the Captain Frederick Pabst Theater Transfer Agreement attached to this file; now, therefore, be it
Resolved, That the Common Council of the City of Milwaukee hereby authorizes and directs the proper City officers to execute the Captain Frederick Pabst Theater Transfer Agreement, a copy of which is attached to this file; and, be it
Further Resolved, That minor nonsubstantive changes may be made in the final form of the Captain Frederick Pabst Theater Transfer Agreement if the changes are approved by the City Attorney and the Chair of the Board of the Captain Frederick Pabst Theater.
Requestor
City Attorney
Drafter
PBMcD:dms
April 8, 2002
1099-2002-676
52183