Tuesday, April 24, 2007
The Mateel's offer
This is the contents of a PDF posted on the Mateel website this morning detailing the Mateel's offers for Reggae. I'm still reading it, but thought I'd throw it up here in the meantime since most would not find it on their own.
[Note: When you read this you will get to a point where the PDF includes Tom Dimmick's lawyer's response to the offer. It's a scanned document so it's not going to show up as text here. I'll try to figure out how to post it, but in the meantime you'll have to download the PDF. (http://www.mateel.org/rotrdoc_01.pdf)
Mateel Community Center
[April 24, 2007. Redway, CA] There has been a call for the Mateel Community Center to be more forthcoming with details of negotiations with Tom Dimmick over the future of Reggae on the River. We have been as open as possible without disrupting the flow of our settlement talks. In the interest of dispelling rumors and more importantly, keeping the community informed, here is a summary of the current status of negotiations.
The MCC Board of Directors does not want to sell Reggae on the River(T). We prefer that Tom Dimmick honor our lease and allow 2B1 Multimedia to produce the show. We have recently put on the table two offers to Dimmick. One is in the form of a lump sum payment for the trademark, the right to produce the music festival and the infrastructure. The alternative is a sale of the same things with payment on a yearly basis as long as he continues to produce the event. We have included the recent exchanges made in official negotiations plus two formal written offers presented to the board prior to the ending of People Productions’ contract.
Any deal we make to sell ROTR will be subject to approval by the membership. The gross proceeds for this event in 2006 exceed 2.5 million dollars according to records kept by People Productions.
Negotiations are not over. But we’re still far apart. It remains this Board’s commitment to protect the non-profit community center’s assets for future generations.
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LAW OFFICES OF
BRAGG, PERLMAN, RUSS, STUNICH, RUDOLPH & EADS LLP
WILLIAM R. BRAGG 434 SEVENTH STREET Telephone: (707) 442-2927
RANDY S. PERLMAN EUREKA, CALIFORNIA 95501 Fax: (707) 443-2747
LISA A. RUSS E-mail address: RHBAP@pacbell.net
ANDREW J. STUNICH
JASON J. EADS
PAUL HAGEN MAILING ADDRESS:
P. O. Box 1248
* * * * * Eureka, CA 95502
DONALD B. ROBERTS, of Counsel
ANNE M. RUDOLPH, of Counsel
RONALD F. ANGELL, Reted
irMICHAEL J. HILL, Retired
April 11, 2007
Via fax (415) 989-1663
Jeffrey Knowles
Coblentz, Patch, Duffy & Bass LLP
One Ferry Building, Suite 200
San Francisco, CA 94111
Re: Mateel Community Center v. People Productions, et al.
Dear Mr. Knowles:
The Board has decided to make the alternative offers to Mr. Dimmick that are attached herewith. One offer is in the form of a lump sum payment for the trademark, the right to produce the music festival and the infrastructure. The alternative offer is a sale of the same things with payment on a yearly basis as long as he continues to produce the event.
The following factors were considered when making these offers:
1. Ms. Bruno (People Productions) who has been producing this event for many years projected that the Mateel would make at least $240,000.00 per year, even after Mr. Dimmick and People Productions were paid their guaranteed amount.
2. The Mateel retains ownership of the infrastructure it paid for which presently exists on Mr. Dimmick’s property.
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3. The Mateel will be giving up any right to negotiate a users fee from Mr. Dimmick for the infrastructure if he wants to produce other events on his property.
4. In addition to the $240,000.00 projected income, the Mateel was to receive wrist bands with a value of over $41,000.00.
5. There is definite bonus value to the trademark over and above the projected income off the ROR event. The Mateel has generated significant income from the trademark and festival for 23 years and has no reason to believe they would be unable to do so for the next 23 years.
Once you have had an opportunity to review these alternative offers, please give me a call.
Very truly yours,
WILLIAM R. BRAGG
WRB:pl
cc: John Vrieze (fax 444-9586)
The Attached Offer from MCC to Dimmick Ranch
Single Payment Buyout -
Mr. Dimmick personally or through a company in which he has the majority ownership shall purchase the right to produce Reggae on the River and the ROR trademark for:
$2,945,500.00 discounted to present cash value;
To this amount would be added the appraised value of the trademark arrived at by a mutually agreed upon qualified appraiser.
Additional terms would include:
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A non-competition clause that prohibits Mr. Dimmick from producing any event on his property during the first week of June for the remainder of the present lease term;
An option by Mateel to use his property for an event during the first week of June for the remainder of the present lease term;
A requirement that the same non-profit vendors that attended ROR last year would be offered the opportunity for the remainder of the present lease term;
All coordinators that worked the 06 event would be offered their positions for the 07 event.
The equipment used to produce ROR belongs to the entity whose funds were used to purchase it unless that entity has been reimbursed. Any equipment Dimmick needs to produce ROR in the future shall be made available to him either by sale or rental. Terms to be negotiated.
The Mateel would retain the right to reproduce and sell all ROR trademark materials including graphics and posters that pertain to ROR events prior to the '07 event;
The People Productions lawsuits would be resolved by an agreement to complete an accounting of the 06 event; an agreement by People Productions to provide all documents necessary to perform an audit for any of the prior events in the event an audit is requested by any governmental agency; and an agreement to indemnify the Mateel for any damages including additional taxes and/or penalties the Mateel is ordered to pay by any governmental agency resulting from the failure of People Productions to produce said documentary support for such an audit;
The Mateel will receive back all its original art and graphic archives from past ROR events.
2B1 Multimedia, Inc. will assign its license to Dimmick for the payment of $342,000.00 paid in three consecutive payments; May, June and July of 2007.
2B1 Multimedia, Inc. will have shared video production rights to ROR through a separate agreement with Mr. Dimmick.
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Performing artists booked by 2B1 for 07 festival will be transferred/renewed to Dimmick.
2B1 ticket sales account to be transferred to Dimmick in manner to avoid fees/charges from ticket sales agency.
The Alternative offer would be as follows:
Periodic Payments -
Mr. Dimmick will purchase the ROR trademark with the right to produce ROR through a production company formed and owned by Mr. Dimmick;
The payments will be $240,000.00 per year or $20.00 per ticket whichever is greater, with the ticket sales to be handled by an agreed upon ticket agency;
Mr. Dimmick shall give assurances of the production of the event by an agreed upon date every year which will then obligate Mr. Dimmick to make the minimum payment to Mateel for that year. If those assurances are not provided the Mateel shall have the option to repurchase the ROR trademark for $1.00 and produce the event. There will be an option to lease Mr. Dimmick's property for a minimum of 5 years in the event the license to produce the festival reverts to the Mateel.
The infrastructure that presently belongs to the Mateel on the Dimmick property shall be purchased by Dimmick at its appraised value paid over the remaining term of the existing lease.
Mr. Dimmick will return the $33,000.00 rent deposit.
Additional terms would be the same as the alternative offer above.
____________________________________
Attached is the Dimmick Ranch’s Attorney Reply to the MCC offer. This is a scan of a faxed document. We will update it with the text document as soon as possible.
i i
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____________________________________
____________________________________
____________________________________
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LAW OFFICES OF
BRAGG, PERLMAN, RUSS, STUNICH, RUDOLPH & EADS LLP
WILLIAM R. BRAGG 434 SEVENTH STREET Telephone: (707) 442-2927
RANDY S. PERLMAN EUREKA, CALIFORNIA 95501 Fax: (707) 443-2747
LISA A. RUSS E-mail address: RHBAP@pacbell.net
ANDREW J. STUNICH
JASON J. EADS
PAUL HAGEN MAILING ADDRESS:
P. O. Box 1248
* * * * * Eureka, CA 95502
DONALD B. ROBERTS, of Counsel
ANNE M. RUDOLPH, of Counsel
RONALD F. ANGELL, Retired
April 18, 2007
Via fax (415) 989-1663
Jeffrey Knowles
Coblentz, Patch, Duffy & Bass LLP
One Ferry Building, Suite 200
San Francisco, CA 94111
Re: Mateel Community Center v. People Productions, et al.
Dear Mr. Knowles:
I appreciate your comments put forth in your April 13th correspondence. They do not, however, change my clients viewpoint with regard to the value of this festival. They continue to be willing to accept Ms. Bruno’s projections of approximately $290,000.00 income that would be available to the Mateel through the production of the event for the remainder of the original agreement term. Historical income would indicate that your client is exposed to little risk, especially given the fact that the Mateel is reducing that income figure to $240,000.00 and the infrastructure cost that affected net profit in the last two years will not impact profit going forward. If your client does not want to commit to that amount the Mateel will share the “risk” by settling for $20.00 per ticket with ticket sales certified by an agreed upon ticket agency.
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The Mateel cannot agree to your clients “put” and “call” provisions. Although creative, it places the entire risk of the festival success on the shoulders of the Mateel. As I am sure your client is well aware, in order to obtain a production company under normal circumstances, that company would want to have some guarantee of multiple productions and would have to have significant lead time. Your clients proposal provides neither. It would give your client the ability to notify the Mateel that he did not want to produce the event in any given year with the knowledge that he could take it back the very next year. If the Mateel was unable to scramble and get a production company interested in the event, your client could then reenter with his own company and not be obligated to pay the Mateel anything.
Ms. Bruno recognized the need for a significant notification period in the event the Mateel had to change production companies. She agreed to a two (2) year advanced notice if she decided against renewing the contract.
The only security that the Mateel has concerning the payments that would be owed to it is the ability to regain ownership of the festival in the event your client defaults with adequate time to find a qualified producer.
With regard to infrastructure, you are correct that we disagree. The over $300,000.00 in improvements were made under paragraph 7 of the lease. They remain under the ownership of the Mateel and Mr. Dimmick may not use them without the Mateel’s prior consent (paragraph 7(d)). The Mateel is willing to resolve this issue by giving your client the option of having the infrastructure appraised at full replacement value followed by a sale to your client spread over the remaining years of the original agreement or leaving the infrastructure in the ownership of the Mateel as per the original lease.
Incorporating the above comments, the Mateel’s revised proposal is as follows:
SINGLE PAYMENT
In my previous correspondence I explained the basis of the lump sum payment amount. It is based on Ms. Bruno’s projections of income over the life of the original agreement, plus the value of the wrist bands reduced to present cash value with a return of the $33,000.00 rent payment that Mr. Dimmick has been holding. To this would be added any additional value of the trademark arising from your client’s ability to continue to produce ROTR indefinitely in the future. The lump sum payment option is still available to your client.
PERIODIC PAYMENTS
Mr. Dimmick will purchase the ROR trademark with the right to produce ROR through a production company formed and owned by Mr. Dimmick;
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The payments will be Twenty Dollars ($20.00) per ticket sold with ticket sales to be handled by an agreed upon ticket agency;
Mr. Dimmick shall give assurances of the production of the event for the next two (2) years by an agreed upon date every year. If those assurances are not provided, the Mateel shall have the option to repurchase the ROR trademark for One Dollar ($1.00) and produce the event. There will be an option to lease Mr. Dimmick’s property for a minimum for five years in the event the trademark and right to produce the festival reverts to the Mateel.
Mr. Dimmick shall have the option to have the infrastructure which presently belongs to the Mateel appraised at replacement value with the resulting amount to be paid to the Mateel over the next eight years. Alternatively, the infrastructure will remain the property of the Mateel with the right of Mr. Dimmick to use it upon obtaining prior written consent from the Mateel. Such use shall be subject to a separate agreement between the parties which is reasonably satisfactory to each.
Mr. Dimmick’s payments shall continue up through the year 2026.
Mr. Dimmick will return the $33,000.00 rent deposit.
ADDITIONAL TERMS
The same non-profit vendors that attended ROR last year will be offered the opportunity for the next eight years;
All coordinators that worked the ‘06 event will be offered their positions for the ‘07 event;
The equipment used to produce ROR belongs to the entity whose funds were used to purchase it unless that entity has been reimbursed. Any equipment Dimmick needs to produce ROR in the future shall be made available to him by sale or rental. Terms can be negotiated.
The Mateel will receive back all its original art and graphic archives from past ROR events and shall retain the right to reproduce and sell all ROR trademark and copyright materials pertaining to those events.
2B1 Multimedia, Inc. will assign it’s license to Dimmick for the payment of $342,000.00 paid in three consecutive payments; May, June and July of 2007.
2B1 ticket sales account will be transferred to Dimmick in such a manner as to avoid fees/charges from the ticket sales agency.
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The Mateel and 2B1 shall be responsible for any liability to performing artists booked by Mateel/2B1 that are not booked by Mr. Dimmick as long as agreement is reached prior to April 19th, 2007. If agreement is reached after that date Dimmick shall accept a transfer/renewal of the performing artist booked by 2B1 for the ‘07 festival.
The People Productions lawsuits shall be resolved by separate agreement between the Mateel and People Productions.
The Mateel will pay the outstanding debts as indicated in your last counter offer and will relinquish the ROR website.
Very truly yours,
WILLIAM R. BRAGG
WRB:pl
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Further Clarification From Mateel Attorney on Arbitration 04/18/07
LAW OFFICES OF
BRAGG, PERLMAN, RUSS, STUNICH, RUDOLPH & EADS LLP
WILLIAM R. BRAGG 434 SEVENTH STREET Telephone: (707) 442-2927
RANDY S. PERLMAN EUREKA, CALIFORNIA 95501 Fax: (707) 443-2747
LISA A. RUSS E-mail address: RHBAP@pacbell.net
ANDREW J. STUNICH
JASON J. EADS
PAUL HAGEN MAILING ADDRESS:
P. O. Box 1248
* * * * * Eureka, CA 95502
DONALD B. ROBERTS, of Counsel
ANNE M. RUDOLPH, of Counsel
RONALD F. ANGELL, Reted
irMICHAEL J. HILL, Retired
April 18, 2007
Via fax (415) 982-5287
Ellen Schuster, Sr. Case Mgr.
JAMS
Two Embarcadero Center, Suite 1500
San Francisco, CA 94111
Re: Mateel Corporation Center, Inc. v. People Productions, LLC, et al.
JAMS Ref. No. 1100050821
Dear Ms. Schuster:
This letter will constitute plaintiff’s (Mateel Corporation Center, Inc.) exclusion and ranking of the candidates proposed for designation as the court referee in the above-referenced litigation.
Plaintiff respectfully requests that the following individuals be stricken from the list:
Hon. Harry W. Low (Ret.)
Kenneth D. Gack, Esq.
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The remaining candidates are listed in order of preference as follows:
Hon. James L. Warren (Ret.)
Hon. Charles A. Legge (Ret.)
Hon. Daniel Hanlon (Ret.)
Hon. Laurence K. Sawyer (Ret.)
Hon. W. Scott Snowden (Ret.)
I note that you sent the list of arbitrators to the attorneys representing People Productions, LLC. The only issues being referred are issues involving the causes of action against Mr. Dimmick. The court declined to refer any of the causes of action involving People Productions, LLC. They were referenced by the court as being allowed to “participate” but no substantive dispute with that party was referred tot he referee.
People Productions should not therefore be involved in the selection of the referee, or of the fees. I have discussed this with their attorney, Mr. Vrieze, and he is in agreement.
Very truly yours,
WILLIAM R. BRAGG
WRB:pl
Enclosure
cc: John Vrieze (Via fax 444-9586)
Jeff Knowles (Via fax 415-989-1663)
Jim Aste (Via fax 445-2961)
Taunya Stapp
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The following are other previous offers written by Mr. Dimmick. This was received via email on 12/19/2006.
Taunya, Bruce, Garth..et al: Attached you will find a letter drafted by my attorney. It is my mediation letter that I gave to Steve Brown in strict confidence, but did not allow to be read by anyone from the MCC, in hopes that the mediation would result in a realistic solution that we could all go forward with. That, obviously has not happened, and the time has come for me to step in and resolve this situation once and for all. After speaking with Michael Richardson at the planning department yesterday, my direction has become quite clear. He stated flatly that the reason we got such a big permit was because PP was the producer and they have a 23 year track record of success. He went on to say that if the event has a new producer all of the state and county agencies will likely place more restrictions on the permit and keep a watchful eye on the event until the new producer proves their diligence. It is going to be very, very difficult for ROTR to succeed with out PP as producer. Furthermore, the producer you are negotiating with has a track record of running afoul of the government authorities and a reputation for not paying artist's royalties and publisher's royalties on recordings that his company makes. In the interest of protecting my conditional use permit, and continuing the tradition of a large scale community fundraiser, I am prepared to terminate your lease and produce a new festival of similar size and scope in 2007. This festival will mitigate some of the damages your breach of the lease has caused me, but I will be forced to seek additional damages via litigation if necessary. Please read the letter from my attorney and consider it a starting point for a resolution that we can make today. I would consider licensing ROR for a shorter length of time at a
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discounted rate in lieu of damages. This would give you time to find a new site and make all of the arrangements to use it. The equipment and improvements on my site would remain here. I feel that licensing the event to me at no charge for 2 years is very fair as is a 3 year license for $100,000. I would also consider an offer from you to buy out the remaining term on your lease. $600,000 plus the site improvements and equipment saves you well over $1,000,000 dollars in fees and damages. Perhaps you can find a turn key venue for ROTR 2007. I feel that the MCC leadership is capable of making a responsible decision tonight in our closed session meeting. I must insist that we do everything we can to resolve this today. If the MCC cannot make a decision, or put a reasonable counter offer on the table for me to consider tonight, then I will proceed with further legal action. Please understand that I am moving forward in a considerate, solution oriented manner and that time is of the essence and we can resolve this today. I also insist that this email and terms of this offer be held in strict confidence. Sincerely, Thomas M. Dimmick
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The following letter was hand delivered to staff at the Mateel. This was prior to Carol Bruno announcing at the Mateel annual meeting that she quit.
October 17, 2006
Dear Mateel Board and Staff:
This letter is to follow up on the issues and concerns I raised in my letter to you on October 11, 2006. Carol Bruno has told me, in no uncertain terms, that she will not, under any circumstances again produce the ROTR event for the current MCC administration. I believe we all know, or can surmise, the reasons for this decision. She is finishing up on the permit requirements with the county out of love for the event and the community it serves.
Quite frankly, no one could produce this event as well as Carol and People Productions. For 2007 they know what improvements to make, both in infrastructure and concert dynamics. It is a line item in my contract that she produce this event, as it is a line item in the contract I have with the bank that gave me the loan to purchase the venue property. I have no desire to terminate the ROTR contract I have with the MCC, nor do I want to replace ROTR with another large scale community event, nor do I want to see the MCC close its doors because of costly over runs in these transitional years. Sadly, however, this is the direction our entire project is being pushed.
After weighing many potential options and scenarios, I see only one that makes real sense for all of us. It is my hope that the MCC will seriously consider licensing the ROTR event to the Dimmick Ranch. This simple move guarantees the MCC a constant income, Gives the Dimmick Ranch authority over all the improvements and equipment on its land, and gives PP the freedom to continue producing this event to the best of its ability. The licensing option also quickly, cleanly diffuses the most dangerous component of all the recent hubbub…. we get this potential for, customer loosing event and organization tarnishing bad press behind us as fast as we can.
My attorney could draw up the license agreement tomorrow afternoon. The basic tenants of the agreement would be:
A nine (9) year total license of ROTR to the Dimmick Ranch for the sum of $120,000 per year. Paid in quarterly installments.
License would include outright ownership of all improvements, and equipment currently onsite, including bridges, as well as ownership of the ROTR conditional use permit and the lease agreement with Tom Dimmick.
The Dimmick Ranch would also grant to the MCC 200 general admission passes as well as 50 premium passes and group camping for the premium passes.
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Dimmick Ranch has the option to renew at the end of 9 years.
In the event that the MCC is sold or goes out of business, the ROTR event would belong out right to the Dimmick Ranch.
Tom Dimmick would also immediately refund the $33,333 payment recently made for the 2007 season.
I feel this offer is reasonable and expires in 72 hours. In light of the sensitive nature of the subject matter, I would appreciate this being addressed in a closed session meeting. If you have any questions, please feel free to call me, my phone # is [removed for privacy concerns].
Sincerely,
Thomas M. Dimmick
*Note from the MCC: other informal offers from Mr. Dimmick have been discussed or presented through third party negotiations but have not created any productive responses. They can be discussed at the next board meeting upon request.
[Note: When you read this you will get to a point where the PDF includes Tom Dimmick's lawyer's response to the offer. It's a scanned document so it's not going to show up as text here. I'll try to figure out how to post it, but in the meantime you'll have to download the PDF. (http://www.mateel.org/rotrdoc_01.pdf)
Mateel Community Center
[April 24, 2007. Redway, CA] There has been a call for the Mateel Community Center to be more forthcoming with details of negotiations with Tom Dimmick over the future of Reggae on the River. We have been as open as possible without disrupting the flow of our settlement talks. In the interest of dispelling rumors and more importantly, keeping the community informed, here is a summary of the current status of negotiations.
The MCC Board of Directors does not want to sell Reggae on the River(T). We prefer that Tom Dimmick honor our lease and allow 2B1 Multimedia to produce the show. We have recently put on the table two offers to Dimmick. One is in the form of a lump sum payment for the trademark, the right to produce the music festival and the infrastructure. The alternative is a sale of the same things with payment on a yearly basis as long as he continues to produce the event. We have included the recent exchanges made in official negotiations plus two formal written offers presented to the board prior to the ending of People Productions’ contract.
Any deal we make to sell ROTR will be subject to approval by the membership. The gross proceeds for this event in 2006 exceed 2.5 million dollars according to records kept by People Productions.
Negotiations are not over. But we’re still far apart. It remains this Board’s commitment to protect the non-profit community center’s assets for future generations.
____________________________________
LAW OFFICES OF
BRAGG, PERLMAN, RUSS, STUNICH, RUDOLPH & EADS LLP
WILLIAM R. BRAGG 434 SEVENTH STREET Telephone: (707) 442-2927
RANDY S. PERLMAN EUREKA, CALIFORNIA 95501 Fax: (707) 443-2747
LISA A. RUSS E-mail address: RHBAP@pacbell.net
ANDREW J. STUNICH
JASON J. EADS
PAUL HAGEN MAILING ADDRESS:
P. O. Box 1248
* * * * * Eureka, CA 95502
DONALD B. ROBERTS, of Counsel
ANNE M. RUDOLPH, of Counsel
RONALD F. ANGELL, Reted
irMICHAEL J. HILL, Retired
April 11, 2007
Via fax (415) 989-1663
Jeffrey Knowles
Coblentz, Patch, Duffy & Bass LLP
One Ferry Building, Suite 200
San Francisco, CA 94111
Re: Mateel Community Center v. People Productions, et al.
Dear Mr. Knowles:
The Board has decided to make the alternative offers to Mr. Dimmick that are attached herewith. One offer is in the form of a lump sum payment for the trademark, the right to produce the music festival and the infrastructure. The alternative offer is a sale of the same things with payment on a yearly basis as long as he continues to produce the event.
The following factors were considered when making these offers:
1. Ms. Bruno (People Productions) who has been producing this event for many years projected that the Mateel would make at least $240,000.00 per year, even after Mr. Dimmick and People Productions were paid their guaranteed amount.
2. The Mateel retains ownership of the infrastructure it paid for which presently exists on Mr. Dimmick’s property.
____________________________________
3. The Mateel will be giving up any right to negotiate a users fee from Mr. Dimmick for the infrastructure if he wants to produce other events on his property.
4. In addition to the $240,000.00 projected income, the Mateel was to receive wrist bands with a value of over $41,000.00.
5. There is definite bonus value to the trademark over and above the projected income off the ROR event. The Mateel has generated significant income from the trademark and festival for 23 years and has no reason to believe they would be unable to do so for the next 23 years.
Once you have had an opportunity to review these alternative offers, please give me a call.
Very truly yours,
WILLIAM R. BRAGG
WRB:pl
cc: John Vrieze (fax 444-9586)
The Attached Offer from MCC to Dimmick Ranch
Single Payment Buyout -
Mr. Dimmick personally or through a company in which he has the majority ownership shall purchase the right to produce Reggae on the River and the ROR trademark for:
$2,945,500.00 discounted to present cash value;
To this amount would be added the appraised value of the trademark arrived at by a mutually agreed upon qualified appraiser.
Additional terms would include:
____________________________________
A non-competition clause that prohibits Mr. Dimmick from producing any event on his property during the first week of June for the remainder of the present lease term;
An option by Mateel to use his property for an event during the first week of June for the remainder of the present lease term;
A requirement that the same non-profit vendors that attended ROR last year would be offered the opportunity for the remainder of the present lease term;
All coordinators that worked the 06 event would be offered their positions for the 07 event.
The equipment used to produce ROR belongs to the entity whose funds were used to purchase it unless that entity has been reimbursed. Any equipment Dimmick needs to produce ROR in the future shall be made available to him either by sale or rental. Terms to be negotiated.
The Mateel would retain the right to reproduce and sell all ROR trademark materials including graphics and posters that pertain to ROR events prior to the '07 event;
The People Productions lawsuits would be resolved by an agreement to complete an accounting of the 06 event; an agreement by People Productions to provide all documents necessary to perform an audit for any of the prior events in the event an audit is requested by any governmental agency; and an agreement to indemnify the Mateel for any damages including additional taxes and/or penalties the Mateel is ordered to pay by any governmental agency resulting from the failure of People Productions to produce said documentary support for such an audit;
The Mateel will receive back all its original art and graphic archives from past ROR events.
2B1 Multimedia, Inc. will assign its license to Dimmick for the payment of $342,000.00 paid in three consecutive payments; May, June and July of 2007.
2B1 Multimedia, Inc. will have shared video production rights to ROR through a separate agreement with Mr. Dimmick.
____________________________________
Performing artists booked by 2B1 for 07 festival will be transferred/renewed to Dimmick.
2B1 ticket sales account to be transferred to Dimmick in manner to avoid fees/charges from ticket sales agency.
The Alternative offer would be as follows:
Periodic Payments -
Mr. Dimmick will purchase the ROR trademark with the right to produce ROR through a production company formed and owned by Mr. Dimmick;
The payments will be $240,000.00 per year or $20.00 per ticket whichever is greater, with the ticket sales to be handled by an agreed upon ticket agency;
Mr. Dimmick shall give assurances of the production of the event by an agreed upon date every year which will then obligate Mr. Dimmick to make the minimum payment to Mateel for that year. If those assurances are not provided the Mateel shall have the option to repurchase the ROR trademark for $1.00 and produce the event. There will be an option to lease Mr. Dimmick's property for a minimum of 5 years in the event the license to produce the festival reverts to the Mateel.
The infrastructure that presently belongs to the Mateel on the Dimmick property shall be purchased by Dimmick at its appraised value paid over the remaining term of the existing lease.
Mr. Dimmick will return the $33,000.00 rent deposit.
Additional terms would be the same as the alternative offer above.
____________________________________
Attached is the Dimmick Ranch’s Attorney Reply to the MCC offer. This is a scan of a faxed document. We will update it with the text document as soon as possible.
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LAW OFFICES OF
BRAGG, PERLMAN, RUSS, STUNICH, RUDOLPH & EADS LLP
WILLIAM R. BRAGG 434 SEVENTH STREET Telephone: (707) 442-2927
RANDY S. PERLMAN EUREKA, CALIFORNIA 95501 Fax: (707) 443-2747
LISA A. RUSS E-mail address: RHBAP@pacbell.net
ANDREW J. STUNICH
JASON J. EADS
PAUL HAGEN MAILING ADDRESS:
P. O. Box 1248
* * * * * Eureka, CA 95502
DONALD B. ROBERTS, of Counsel
ANNE M. RUDOLPH, of Counsel
RONALD F. ANGELL, Retired
April 18, 2007
Via fax (415) 989-1663
Jeffrey Knowles
Coblentz, Patch, Duffy & Bass LLP
One Ferry Building, Suite 200
San Francisco, CA 94111
Re: Mateel Community Center v. People Productions, et al.
Dear Mr. Knowles:
I appreciate your comments put forth in your April 13th correspondence. They do not, however, change my clients viewpoint with regard to the value of this festival. They continue to be willing to accept Ms. Bruno’s projections of approximately $290,000.00 income that would be available to the Mateel through the production of the event for the remainder of the original agreement term. Historical income would indicate that your client is exposed to little risk, especially given the fact that the Mateel is reducing that income figure to $240,000.00 and the infrastructure cost that affected net profit in the last two years will not impact profit going forward. If your client does not want to commit to that amount the Mateel will share the “risk” by settling for $20.00 per ticket with ticket sales certified by an agreed upon ticket agency.
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The Mateel cannot agree to your clients “put” and “call” provisions. Although creative, it places the entire risk of the festival success on the shoulders of the Mateel. As I am sure your client is well aware, in order to obtain a production company under normal circumstances, that company would want to have some guarantee of multiple productions and would have to have significant lead time. Your clients proposal provides neither. It would give your client the ability to notify the Mateel that he did not want to produce the event in any given year with the knowledge that he could take it back the very next year. If the Mateel was unable to scramble and get a production company interested in the event, your client could then reenter with his own company and not be obligated to pay the Mateel anything.
Ms. Bruno recognized the need for a significant notification period in the event the Mateel had to change production companies. She agreed to a two (2) year advanced notice if she decided against renewing the contract.
The only security that the Mateel has concerning the payments that would be owed to it is the ability to regain ownership of the festival in the event your client defaults with adequate time to find a qualified producer.
With regard to infrastructure, you are correct that we disagree. The over $300,000.00 in improvements were made under paragraph 7 of the lease. They remain under the ownership of the Mateel and Mr. Dimmick may not use them without the Mateel’s prior consent (paragraph 7(d)). The Mateel is willing to resolve this issue by giving your client the option of having the infrastructure appraised at full replacement value followed by a sale to your client spread over the remaining years of the original agreement or leaving the infrastructure in the ownership of the Mateel as per the original lease.
Incorporating the above comments, the Mateel’s revised proposal is as follows:
SINGLE PAYMENT
In my previous correspondence I explained the basis of the lump sum payment amount. It is based on Ms. Bruno’s projections of income over the life of the original agreement, plus the value of the wrist bands reduced to present cash value with a return of the $33,000.00 rent payment that Mr. Dimmick has been holding. To this would be added any additional value of the trademark arising from your client’s ability to continue to produce ROTR indefinitely in the future. The lump sum payment option is still available to your client.
PERIODIC PAYMENTS
Mr. Dimmick will purchase the ROR trademark with the right to produce ROR through a production company formed and owned by Mr. Dimmick;
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The payments will be Twenty Dollars ($20.00) per ticket sold with ticket sales to be handled by an agreed upon ticket agency;
Mr. Dimmick shall give assurances of the production of the event for the next two (2) years by an agreed upon date every year. If those assurances are not provided, the Mateel shall have the option to repurchase the ROR trademark for One Dollar ($1.00) and produce the event. There will be an option to lease Mr. Dimmick’s property for a minimum for five years in the event the trademark and right to produce the festival reverts to the Mateel.
Mr. Dimmick shall have the option to have the infrastructure which presently belongs to the Mateel appraised at replacement value with the resulting amount to be paid to the Mateel over the next eight years. Alternatively, the infrastructure will remain the property of the Mateel with the right of Mr. Dimmick to use it upon obtaining prior written consent from the Mateel. Such use shall be subject to a separate agreement between the parties which is reasonably satisfactory to each.
Mr. Dimmick’s payments shall continue up through the year 2026.
Mr. Dimmick will return the $33,000.00 rent deposit.
ADDITIONAL TERMS
The same non-profit vendors that attended ROR last year will be offered the opportunity for the next eight years;
All coordinators that worked the ‘06 event will be offered their positions for the ‘07 event;
The equipment used to produce ROR belongs to the entity whose funds were used to purchase it unless that entity has been reimbursed. Any equipment Dimmick needs to produce ROR in the future shall be made available to him by sale or rental. Terms can be negotiated.
The Mateel will receive back all its original art and graphic archives from past ROR events and shall retain the right to reproduce and sell all ROR trademark and copyright materials pertaining to those events.
2B1 Multimedia, Inc. will assign it’s license to Dimmick for the payment of $342,000.00 paid in three consecutive payments; May, June and July of 2007.
2B1 ticket sales account will be transferred to Dimmick in such a manner as to avoid fees/charges from the ticket sales agency.
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The Mateel and 2B1 shall be responsible for any liability to performing artists booked by Mateel/2B1 that are not booked by Mr. Dimmick as long as agreement is reached prior to April 19th, 2007. If agreement is reached after that date Dimmick shall accept a transfer/renewal of the performing artist booked by 2B1 for the ‘07 festival.
The People Productions lawsuits shall be resolved by separate agreement between the Mateel and People Productions.
The Mateel will pay the outstanding debts as indicated in your last counter offer and will relinquish the ROR website.
Very truly yours,
WILLIAM R. BRAGG
WRB:pl
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Further Clarification From Mateel Attorney on Arbitration 04/18/07
LAW OFFICES OF
BRAGG, PERLMAN, RUSS, STUNICH, RUDOLPH & EADS LLP
WILLIAM R. BRAGG 434 SEVENTH STREET Telephone: (707) 442-2927
RANDY S. PERLMAN EUREKA, CALIFORNIA 95501 Fax: (707) 443-2747
LISA A. RUSS E-mail address: RHBAP@pacbell.net
ANDREW J. STUNICH
JASON J. EADS
PAUL HAGEN MAILING ADDRESS:
P. O. Box 1248
* * * * * Eureka, CA 95502
DONALD B. ROBERTS, of Counsel
ANNE M. RUDOLPH, of Counsel
RONALD F. ANGELL, Reted
irMICHAEL J. HILL, Retired
April 18, 2007
Via fax (415) 982-5287
Ellen Schuster, Sr. Case Mgr.
JAMS
Two Embarcadero Center, Suite 1500
San Francisco, CA 94111
Re: Mateel Corporation Center, Inc. v. People Productions, LLC, et al.
JAMS Ref. No. 1100050821
Dear Ms. Schuster:
This letter will constitute plaintiff’s (Mateel Corporation Center, Inc.) exclusion and ranking of the candidates proposed for designation as the court referee in the above-referenced litigation.
Plaintiff respectfully requests that the following individuals be stricken from the list:
Hon. Harry W. Low (Ret.)
Kenneth D. Gack, Esq.
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The remaining candidates are listed in order of preference as follows:
Hon. James L. Warren (Ret.)
Hon. Charles A. Legge (Ret.)
Hon. Daniel Hanlon (Ret.)
Hon. Laurence K. Sawyer (Ret.)
Hon. W. Scott Snowden (Ret.)
I note that you sent the list of arbitrators to the attorneys representing People Productions, LLC. The only issues being referred are issues involving the causes of action against Mr. Dimmick. The court declined to refer any of the causes of action involving People Productions, LLC. They were referenced by the court as being allowed to “participate” but no substantive dispute with that party was referred tot he referee.
People Productions should not therefore be involved in the selection of the referee, or of the fees. I have discussed this with their attorney, Mr. Vrieze, and he is in agreement.
Very truly yours,
WILLIAM R. BRAGG
WRB:pl
Enclosure
cc: John Vrieze (Via fax 444-9586)
Jeff Knowles (Via fax 415-989-1663)
Jim Aste (Via fax 445-2961)
Taunya Stapp
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The following are other previous offers written by Mr. Dimmick. This was received via email on 12/19/2006.
Taunya, Bruce, Garth..et al: Attached you will find a letter drafted by my attorney. It is my mediation letter that I gave to Steve Brown in strict confidence, but did not allow to be read by anyone from the MCC, in hopes that the mediation would result in a realistic solution that we could all go forward with. That, obviously has not happened, and the time has come for me to step in and resolve this situation once and for all. After speaking with Michael Richardson at the planning department yesterday, my direction has become quite clear. He stated flatly that the reason we got such a big permit was because PP was the producer and they have a 23 year track record of success. He went on to say that if the event has a new producer all of the state and county agencies will likely place more restrictions on the permit and keep a watchful eye on the event until the new producer proves their diligence. It is going to be very, very difficult for ROTR to succeed with out PP as producer. Furthermore, the producer you are negotiating with has a track record of running afoul of the government authorities and a reputation for not paying artist's royalties and publisher's royalties on recordings that his company makes. In the interest of protecting my conditional use permit, and continuing the tradition of a large scale community fundraiser, I am prepared to terminate your lease and produce a new festival of similar size and scope in 2007. This festival will mitigate some of the damages your breach of the lease has caused me, but I will be forced to seek additional damages via litigation if necessary. Please read the letter from my attorney and consider it a starting point for a resolution that we can make today. I would consider licensing ROR for a shorter length of time at a
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discounted rate in lieu of damages. This would give you time to find a new site and make all of the arrangements to use it. The equipment and improvements on my site would remain here. I feel that licensing the event to me at no charge for 2 years is very fair as is a 3 year license for $100,000. I would also consider an offer from you to buy out the remaining term on your lease. $600,000 plus the site improvements and equipment saves you well over $1,000,000 dollars in fees and damages. Perhaps you can find a turn key venue for ROTR 2007. I feel that the MCC leadership is capable of making a responsible decision tonight in our closed session meeting. I must insist that we do everything we can to resolve this today. If the MCC cannot make a decision, or put a reasonable counter offer on the table for me to consider tonight, then I will proceed with further legal action. Please understand that I am moving forward in a considerate, solution oriented manner and that time is of the essence and we can resolve this today. I also insist that this email and terms of this offer be held in strict confidence. Sincerely, Thomas M. Dimmick
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The following letter was hand delivered to staff at the Mateel. This was prior to Carol Bruno announcing at the Mateel annual meeting that she quit.
October 17, 2006
Dear Mateel Board and Staff:
This letter is to follow up on the issues and concerns I raised in my letter to you on October 11, 2006. Carol Bruno has told me, in no uncertain terms, that she will not, under any circumstances again produce the ROTR event for the current MCC administration. I believe we all know, or can surmise, the reasons for this decision. She is finishing up on the permit requirements with the county out of love for the event and the community it serves.
Quite frankly, no one could produce this event as well as Carol and People Productions. For 2007 they know what improvements to make, both in infrastructure and concert dynamics. It is a line item in my contract that she produce this event, as it is a line item in the contract I have with the bank that gave me the loan to purchase the venue property. I have no desire to terminate the ROTR contract I have with the MCC, nor do I want to replace ROTR with another large scale community event, nor do I want to see the MCC close its doors because of costly over runs in these transitional years. Sadly, however, this is the direction our entire project is being pushed.
After weighing many potential options and scenarios, I see only one that makes real sense for all of us. It is my hope that the MCC will seriously consider licensing the ROTR event to the Dimmick Ranch. This simple move guarantees the MCC a constant income, Gives the Dimmick Ranch authority over all the improvements and equipment on its land, and gives PP the freedom to continue producing this event to the best of its ability. The licensing option also quickly, cleanly diffuses the most dangerous component of all the recent hubbub…. we get this potential for, customer loosing event and organization tarnishing bad press behind us as fast as we can.
My attorney could draw up the license agreement tomorrow afternoon. The basic tenants of the agreement would be:
A nine (9) year total license of ROTR to the Dimmick Ranch for the sum of $120,000 per year. Paid in quarterly installments.
License would include outright ownership of all improvements, and equipment currently onsite, including bridges, as well as ownership of the ROTR conditional use permit and the lease agreement with Tom Dimmick.
The Dimmick Ranch would also grant to the MCC 200 general admission passes as well as 50 premium passes and group camping for the premium passes.
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Dimmick Ranch has the option to renew at the end of 9 years.
In the event that the MCC is sold or goes out of business, the ROTR event would belong out right to the Dimmick Ranch.
Tom Dimmick would also immediately refund the $33,333 payment recently made for the 2007 season.
I feel this offer is reasonable and expires in 72 hours. In light of the sensitive nature of the subject matter, I would appreciate this being addressed in a closed session meeting. If you have any questions, please feel free to call me, my phone # is [removed for privacy concerns].
Sincerely,
Thomas M. Dimmick
*Note from the MCC: other informal offers from Mr. Dimmick have been discussed or presented through third party negotiations but have not created any productive responses. They can be discussed at the next board meeting upon request.
