Item Coversheet
CC #: 1739
File #: 0209
Title:Tower Theatre - Option Agreement

  Wayne Wiley 916-774-5283


Meeting Date: 10/6/2021

Item #: 7.6.


Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute an assignable option agreement with the University Development Foundation to purchase the Tower Theatre located at 417 Vernon Street.

The Tower Theatre is a historic Art Deco style theatre located at 417 Vernon Street within the Downtown Roseville Specific Plan. Originally built in the 1940’s, the 16,000 square-foot, 200-seat venue is currently owned by the City of Roseville and is one of two theatres located within the Downtown core.


In 1989, Angelo K. Tsakopoulos donated the Tower Theatre to the City of Roseville. As part of that transaction, deed restrictions were recorded on the property prohibiting the sale of the building without Mr. Tsakopoulos’ consent and restricting the use of the facility for the benefit of the arts in perpetuity. In the thirty years since Mr. Tsakopoulos donated the property, the City has utilized portions of the building for arts and other uses approved by Mr. Tsakopoulos, but the City has been unable to establish a suitable artistic use or user of the Tower Theatre on a long-term basis.


The City has determined that the ongoing costs of owning and maintaining the Tower Theatre exceed the benefits to the City subject to the deed restrictions. Mr. Tsakopoulos has refused the City’s request to remove the deed restrictions as he wants the Tower Theatre to continue to be used for the benefit of the arts and the City cannot sell the property without his consent. If the City is unwilling or unable to comply with the deed restrictions, the law requires that the property be returned to the original grantor. Alternatively, the property can be disposed of pursuant to the grantor’s consent. With Mr. Tsakopoulos’ consent, the City proposes to sell the property to the University Development Foundation (UDF) in an effort to support the recruitment of higher education to the region.


The UDF previously entered into an assignable option granting the exclusive right to purchase the Tower theatre from the City of Roseville within one year of the agreement dated August 5, 2020.  The assignable option was never effectuated and expired on August 5, 2021.  At this time, the UDF is requesting a new escrow period of approximately three months to allow additional time to execute a deal with a third party associated with the Regional University site.



The City, Mr. Tsakopoulos, and the UDF are involved in long-term efforts to induce a private university that would establish a campus near the City of Roseville or in the surrounding area. It is anticipated that such a university may desire to include the Tower Theatre within its campus to promote arts and entertainment uses (consistent with the original deed restrictions placed on the property).  Based on the time and effort invested to date, it is in the City’s best interest to allow three additional months to further this effort. Therefore, all parties are entering into an assignable option agreement for the purpose of giving the UDF (or designated assignee) the opportunity to investigate and potentially acquire the Tower Theatre on the terms and conditions set forth in the attached Agreement.



The assignable option agreement sets forth the terms and conditions under which the UDF may purchase the property by January 17, 2022 (see Attachment 1). Below is a summary of the agreement and outline of the terms and conditions of particular note:


  • Purpose – The UDF desires to acquire an exclusive, assignable option to purchase the Tower Theatre  property for the terms and conditions outlined below.


  • Effective Date - The “Effective Date” of this Agreement shall be the first date on which the City, UDF, and Mr. Tsakopoulos have signed the Agreement.


  • Leases - Portions of the Tower Theatre property are leased to third parties on a short-term basis, per lease agreements with the City. With the exception of the Tower Barber Salon barbershop, the City shall terminate all lease agreements prior to the Close of Escrow.


  • Audio/Video Equipment - The City shall have the right, but not the obligation, to remove any A/V Equipment from the Tower Theatre no later than the Close of Escrow.


  • Grant of Option – The City grants the UDF the exclusive option to purchase the Tower Theatre property.


  • Option Term - The term of the Option shall expire on January 17, 2022.


  • Purchase Price - The “Purchase Price” for the property shall be one dollar ($1.00) and shall be paid at the Close of Escrow.


The liability and ongoing costs of owning and maintaining the Tower Theatre exceed the revenue generated from renting out the theatre to short term tenants. As such, selling the property will reduce the City’s expenses. In addition, attracting a university to our region that utilizes the Tower Theatre on a continuous and long-term basis will result in additional traffic downtown which may increase patronage of our downtown businesses and result in additional sales tax revenue.


The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061(b)(3)). The proposed activity meets the above criteria and no additional environmental review is required.



Goal D - Enhance economic vitality

Respectfully Submitted,

Wayne Wiley, Economic Develpoment Manager

Dominick Casey, City Manager 

Dominick Casey, City Manager

Resolution No. 21-423
option agreement (unsigned)