Carraher says he worked to fulfill 2001 Board vote and 2003 commitment to City Council

Yet, all but two on city council, staff, and other theater board and staff in 2022 or 2023 say they didn’t speak to the other side prior to sale

Theater board, staff unaware of 2022 state law that might have prevented first sale to private party

Sale of theater was not made public by board either in 2023 or this year

By Allen D. Payton

In response to reports by the Herald regarding the purchase by a church of Antioch’s 98-year-old El Campanil Theatre building in the City’s historic, downtown Rivertown, members of the public and this reporter have been posing questions to decision makers and city leaders and conducting research on the original funding for the purchase and renovations in 2002 and 2003, and the first sale to a private party in 2023. Now that the City’s website includes copies of council meeting agendas and minutes dating back to 1997, searches have resulted in discovering a commitment made by the then-president of the El Campanil Theatre Preservation Foundation that the building would be “turned over free and clear to the City” if they were “unable to pay their bills” and a foundation board vote in 2001 giving the City “right-of-first-refusal to the building” if the non-profit “corporation is no longer able to function.”

But when the foundation ran into post-COVID financial difficulties, neither the transfer of the almost 11,000 square foot building happened nor is their proof or confirmation that the theater was first offered to the City before it was sold to a private party in 2023.

In addition, according to a resident and confirmed in state law, prior to the disposition of “all or substantially all” of a charitable non-profit organization’s assets, they are required to inform the California Attorney General for his office’s review and satisfaction. But prior to the sale in 2023, that didn’t happen either.

Summary

Rick Carraher, a former downtown business owner, the former president of the Rivertown Business District Association which initiated the effort to purchase and renovate the building in 2001, a former member of the City’s Economic Development Commission, as well as the theater’s first board president, first executive director, and later, board member, and the visionary behind the effort, made the 2003 commitment to the City Council before they voted to contribute $750,000 in redevelopment funds to help renovate the building and theater inside.

Carraher stated in an interview with the Herald this past week, “And I think in good faith we did that. The City was approached, first and the mayor and city manager knew of the theater’s financial difficulties,” before the 2023 sale, which Carraher also lined up.

By then, he had stepped down as executive director and again served on the board of directors of the foundation. (See related article)

Then in 2009, in a letter to the mayor and council when seeking a guarantee for the loan to replace the theater building’s HVAC system, Carraher disclosed the 2001 vote by the foundation’s board of directors that gave the City of Antioch the right-of-first refusal to the assets of the non-profit corporation if it could no longer function.

Carraher (pronounced “CARE-uh-her”) said the building was sold to the current owner because he was committed to maintaining the venue for the arts, which the owner reiterated. (See related article)

The theater’s visionary also explained in detail what transpired in 2023 sharing that the then-mayor mentioned to the then-board president one million dollars that was possibly available.

“But that never materialized,” Carraher stated. “So, we started looking for private investors.”

However, both of those people said they spoke to each other about the matter after the theater building was sold that year.

Background

The building includes the theater and three retail spaces on W. 2nd Street, and offices inside upstairs. Two of the street-level spaces are leased to local businesses. The foundation leases the rest of the building, using the third, street-level space as the ticket office. According to Carraher the 2023 sale included the building and all the equipment.

According to the History page on the theater’s website, which he wrote, the building was built in 1928, and it and the theater inside were “owned and operated by the Stamm family for 75 Years, or until 2003. In 2001, a small group of local citizens, including representatives of the Rivertown Business District Association, approached the City of Antioch with their desire to find a way to acquire and restore El Campanil, and to convert its use to one supportive of the Rivertown Renaissance plan. The…Association took the lead in securing funding from Calpine for the development of a comprehensive business plan…” That was the $50,000 initial contribution from Calpine, Carraher shared.

The theater’s history continues, “In July 2002, El Campanil Theatre Preservation Foundation was incorporated as a charitable, non-profit 501(c)3 organization. In early 2003, Calpine Corporation and the City of Antioch entered into an agreement whereby the Foundation received a grant to acquire the Theatre. In July 2003, El Campanil Theatre Preservation Foundation purchased the Theatre and began the process of converting the building to a community performing arts venue.”

Calpine granted the foundation $500,000 for purchase of the building from the Stamm family. Prior to the sale, another church, Fortress Christian Center, had previously rented and occupied the building for several years.

Thanks to Herald reader, Michelle Kuslits, who provided a copy of the minutes for the City Council meeting on Dec. 16, 2003, they show that before the 4-0 vote approving $750,000 in City redevelopment funds for renovations to the building, a commitment was made by Carraher, the then-foundation board president. According to that meeting’s agenda, the council was initially asked, “to provide direction to staff regarding funding of (an additional) $500,000 for the purchase of essential equipment and improvements for renovations to the El Campanil Theatre.” Then-mayor and now-Mayor Pro Tem Don Freitas was absent during the meeting but was supportive of both the $500,000 Calpine grant for the building’s purchase and funding from the City for renovations. (As previously reported, Freitas informed the Herald last week he would be unreachable for the following two weeks).

Building Was to “Be Turned Over Free and Clear to the City of Antioch”

According to the meeting minutes (see page 6), “Rick Carraher, President of the El Campanil Preservation Foundation, distributed a handout to the Council and gave a slide presentation on the history and the preservation goals of the El Campanil Preservation Foundation.

“Rick Carraher added this theatre would be used by a number of other community groups, including fund raising efforts for other groups. Regarding the City’s investment in this project, Mr. Carraher stated all monies would be dedicated to equipment and other tangible assets only, and would not pay any bills or consultants with the exception of the restoration plan itself which would be critical to the next phase. Furthermore, 100 percent of the monies would be put back into the theatre.

“Mr. Carraher also stated if the Theatre Preservation Foundation should, in the future, become unable to pay their bills, the Theatre would still have a high value, and the investment would be turned over free and clear to the City of Antioch, therefore the building and all of its contents and improvements would transfer to the City thus ensuring the facility would remain a community treasure.”

However, nothing to that effect was included in the motion adopted by the council. It read, “On motion by Councilmember (Jim) Conley and seconded by Councilmember (Brian) Kalinowski, the Council approving the allocation of $750,000 from the Promenade project to the El Campanil project with the stipulation the funds be repaid with RDA monies as they become available.” RDA refers to the City’s redevelopment agency, which no longer exists. The other two council members at that time were then-Mayor Pro Tem Jim Davis and Councilman Arne Simonsen.

For accuracy, minutes of government meetings are not verbatim and without the video of the meeting, which is not currently available on the City’s website, it’s not known what, if anything the council members said about Carraher’s stated commitment.

When reached for comment, Simonsen shared, “The City Attorney was supposed to put conditions on the property so that it would stay a nonprofit.”

While he claims his commitment was not binding on the theater foundation’s board, Carraher said they made the effort to first offer it to the City to take control either through outright ownership or some form of a partnership prior to the 2023 sale.

2001 Board Resolution Offering City “Right of First Refusal”

However, a commitment was made in writing. After finding it during a search of City files, City Attorney Lori Asuncion (pronounced uh-SUN-shun), on Tuesday, Sept. 8th, provided to the Herald a copy of the City staff report for an agenda item for the council meeting on Jan. 13, 2009, regarding the City guaranteeing the foundation’s loan for the HVAC system replacement that year. It contains a letter on foundation letterhead dated January 7, 2009, from then-executive director, Carraher to then-Mayor James Davis and the city and council which reads, “On March 9, 2001, the Board of Directors passed a resolution that gives the City of Antioch the Right of First Refusal to the Assets of the Corporation in the event that the Corporation is no longer able to function.”

An email was sent on Wed., Sept. 9th to current board president, Sharon Sobel Idul requesting a copy of the 2001 resolution. She responded, “I mentioned it to our board members. We’ll have to go digging in physical files. I’ll let you know if and when we find these items,” also referring to a copy of the 2003 agreement between Calpine and the City of Antioch. As of publication time on Friday, Sept. 11th that has not yet occurred.

City Redevelopment Funds

After redevelopment agencies in California were officially dissolved as of February 1, 2012, the City of Antioch has served as both the Successor Agency and the Housing Successor to the former Antioch Development Agency (ADA), the City’s name for its former redevelopment agency.

Public’s Questions About 2023 Sale

A variety of questions were posted in comments on the Antioch Herald Facebook page, by Kuslits, regarding the 2023 sale and she shared information about a law that went into effect on July 1, 2022, requiring notification by the foundation to the California Attorney General at least 20 days prior to the sale.

Kuslits wrote, “There are alot of questions to ask regarding the actions of the El Campanil Preservation Foundation and The City if [sic] Antioch in the 2023 sale and also the use of the grant, redevelopment funds and charitable donations used to renovate it. Those were public funds:” However, the grant was no public funds, as they were given by Calpine, a private company, directly to the foundation. Yet, they were the subject of the agreement between those two parties and the City.

She also asked, “What conditions were attached to the Calpine grant and the City’s redevelopment funds? Were any deed restrictions, public-use requirements, repayment provisions, rights of first refusal or City approval requirements placed on the property? Did the City, former Redevelopment Agency or Successor Agency consent to the Foundation’s 2023 sale of the property to a private, out-of-state purchaser?

“Before or after that sale, did the City investigate whether transferring the property to a nonpublic entity complied with the original grant agreements, redevelopment requirements and charitable purpose for which the property was acquired and renovated?

“Did the 2023 sale trigger any obligation to repay or reimburse the City or its Successor Agency? Was the City notified of the sale, and were any City-held covenants, liens, restrictions or other rights released or terminated?

“This one is very important: ‘Were the California Attorney General’s requirements governing the disposition of a charitable nonprofit’s principal assets reviewed and satisfied?’

“Were the charitable donations raised to preserve the theater subject to restrictions requiring the property, or the proceeds from its sale, to remain dedicated to a community theater or performing-arts purpose? What protections, if any, remain in effect to ensure that El Campanil continues to be available to the public for performing arts and cultural programming?

Kuslits also asked this reporter some of the same questions, writing, “Did you ask the El Campanil Preservation Foundation: ‘Were the charitable donations raised to preserve the theater subject to restrictions requiring the property or the proceeds from its sale to remain dedicated to a community theater or performing-arts purpose?’ and also: ‘Were the California Attorney General’s requirements governing the disposition of a charitable nonprofit’s principal assets reviewed and satisfied?’ The Foundation should be able to produce its Attorney General notice, appraisal and supporting transaction documents and any Attorney General acknowledgment, waiver or correspondence regarding the 2023 sale.”

2022 State Law Might Have Prevented 2023 Sale

Kuslits was referring to California’s AB 900, from the 2021-22 legislative session. According to For Purpose Law Group, “While it was originally written for charitable trusts, it was designed to close a loophole: before AB 900, California already required similar advance notice from officials of 501(c)(3) charitable organizations (California ‘public benefit’ corporations). Nonprofits that are charitable corporations…are considered ‘entities holding assets subject to a charitable trust’ under the statute.”

According to Church LawCenter.com, “In 2021, California lawmakers passed AB 900, which went into effect on July 1, 2022. This law aimed to add a new section to the Probate Code to fix an inadvertent loophole in the reporting requirements for California charities. The law at issue requires charities to give written notice to the Attorney General at least 20 days before selling, leasing, conveying, exchanging, transferring, or otherwise disposing of all or substantially all their charitable assets.

“On June 23, 2023, the Attorney General’s Office published a regulation interpreting certain aspects of the new law. The regulation is Section 328.1: ‘Notice of Transactions Involving All or Substantially All Assets of Charitable Corporation or Trust, or Assets in Charitable Trust Held by a Nonprofit Mutual Benefit Corporation.’

“Section 328.1(a) defines ‘substantially all’ as follows: ‘an asset or assets equal to or exceeding 75% of the value of all assets held by the charitable corporation or trust at the time of the notice or at any time during the six months before submitting the notice. Notice must be provided if the transaction involves ‘substantially all’ assets under either book value or fair market value.”

So, whether the theater’s foundation board had transferred the building and all of its assets to the City, to fulfill Carraher’s 2003 commitment to the council, or sold the building, as they did in 2023, the requirements of AB 900 were to still be followed but were not, mainly due to ignorance of the law.

THE THEATRE’S SIDE of THE MATTER

Carraher Provides Details

Carraher, who with his wife, Janis, owned Rivertown’s iconic Rick’s on Second restaurant, moved out of state four years ago, but continued to serve on the foundation’s board of directors until last year. He was asked about the 2003 council meeting.

“I remember vividly. My ask was for $500,000 going in,” he stated. “I believe it was Brian Kalinowski, who was very excited about the project, wanted to know what we could do if they gave us an extra $250,000. I was prepared and I pulled out of my satchel and said, ‘we will have the nicest seats inside the theater.’ He had said he had just gone to another theater in the area and came away with duct tape on his backside. We thought it would cost $350,000 for top-of-the-line seats.”

Asked if, in 2023 he had forgotten about his 2003 commitment to the city council Carraher stated, “No, I didn’t forget about it. We had lengthy conversations, for sure, with the city management and it could have been council members. I don’t want to hear anybody say, ‘the city never knew’. We would have never sold that building without letting the city know. Obviously, it was public knowledge, because it was offered to Sean McCauley to whom we made an inquiry.” McCauley owns several buildings in Rivertown and Antioch, and is currently a member of the City’s General Plan Advisory Committee.

“But we were not trying to alert and get the neighbors nervous,” Carraher continued. “When we were raising funds, people were concerned. Since the day I joined, we haven’t stopped raising funds.”

Post-COVID Financial Challenges Led to 2023 Sale

Carraher explained the reason for the private sale in 2023 was due to the post-COVID financial challenges the theater was facing and shared more details.

“After COVID, we lost our major funders,” he stated. “The Hewlett Foundation was consistently contributing $150,000 per year. At one point, they gave us an extra $200,000. We also lost the Lesher Foundation after they looked at our books. They were local so they really dug in. They wanted to make sure we were going to be around in a year. I told them I wasn’t sure we would be. I think they got up to $100,000 per year” in contributions.

“So, our income was $500,000 per year during my time and we stayed afloat,” Carraher continued. “$300,000 came from non-earned income, grants, donations, individual and corporate. Earned income is ticket sales and rentals and hard-earned money. Roughly $100,000 from the $200,000 came from rentals, meaning local, community events and activities, like graduations, the fire department’s bell ringing ceremonies. We had weddings in the theater. We truly were a community theater. The other $100,000 was El Campanil Theatre Presents, like Randy Newman, Debbie Reynolds and more recently, The Association. We had the big bands and In The Mood. Those were in-house productions. We got revenue from ticket sales, primarily, and some sponsors – not a lot.”

“But during COVID, our income dropped and we were heavily dependent on COVID funds,” he explained. “People couldn’t go to the theater, and we had to fight to reopen. Once we did, our attendance had dropped and we continued to have monthly operating costs, like our air conditioning system, our utilities and still had staff to maintain the place. During the lean days our operating expenses were $15,000 a month without putting on shows.”

“We started to get some money but that was used to cover old bills,” Carraher shared. “We didn’t have enough revenue because the attendance was miserable. It took time to get rentals to come. The dance studios were hurting from COVID. They had to ramp back up before they could have recitals, again.”

Asked if that was announced publicly, he said, “People did not know, generally, that the theater was for sale. If you go on social media and tell people, ‘business is crappy,’ and people aren’t coming in, are people going to go there? We weren’t trying to get people to stay away, we were trying to get people to come there. It’s just not how you conduct business. There was a lot of thought that went into this.”

Regarding asking the City, Carraher said, “The meetings were not in a formal setting at council meetings. We let it be known, but there was no response from the City that they would take over the theater. (Then-mayor) Lamar (Hernandez-Thorpe) became aware at that time and he came to the theater and spoke briefly to me and probably Kathie Campbell who was president, and said the City has money to spend on activities, about a million dollars and we thought the City was going to partner with us. Something like federal or block grant funds. But that never materialized. It never came through.”

“We thought, ‘the City doesn’t want us.’ So, we started looking for private investors,” Carraher stated.

Asked again about his commitment to the council during the 2003 meeting Carraher said, “I don’t recall it. But I’m not going to deny I said it. The first offer was to be made to the City. There is no binding agreement.”

Asked about what is written on the History page of the theater’s website about the agreement between Calpine and the City, he said, “I wrote that history. I don’t remember a document, as such.”

“What was discussed at that council meeting was the first offer would be to the City,” Carraher stated. “And I think in good faith we did that. It wasn’t in the documents. It was the spirit and intent of the foundation to the biggest benefactor we had. My term then and it is now they had the right-of-first refusal. If the Lesher Foundation had contributed the most we probably would have approached them.”

“I don’t believe I ever signed anything. It was a spirit of the event,” he reiterated.

Unaware of 2022 Law

Informed of and asked about the requirements of AB 900 Carraher responded, “I wasn’t an attorney with knowledge of non-profit laws. Like most small non-profits, I was familiar with day-to-day operations and requirements. I never received any notice of the bill in question or its revision in 2022.”

History of Purchase by Foundation

As Carraher wrote on the History page of the theater’s website, “In 2001, a small group of local citizens, including representatives of the Rivertown Business District Association, approached the City of Antioch with their desire to find a way to acquire and restore El Campanil, and to convert its use to one supportive of the Rivertown Renaissance plan. The Rivertown Business District Association took the lead in securing funding from Calpine for the development of a comprehensive business plan for El Campanil Theatre. The business plan outlined the best strategies for moving the project forward and VenueTech Management Group, LLC, was retained to develop the plan.”

Carraher was president of the business association at that time.

“The Calpine funding was negotiated by then-city manager Mike Ramsey because Calpine was looking to place a pipeline through the city in the downtown area,” Carraher explained. “They were considering running it underground and having to tear up city streets. The City said we’ll give you the rights to put it under the water.”

“Calpine gave us the first $50,000 just to do the study in 2001,” he said.

Asked if there was an agreement between Calpine and the foundation, he said, “I think the City had an agreement with Calpine for the grant to the foundation.”

So, the foundation was not party to that agreement? he was asked. “No, we weren’t,” Carraher stated.

Asked about the $500,000 donation from Calpine, he said, “It came the day before the purchase in 2003. That was received by the foundation because we were a corporation by then.”

“I was negotiating with George Stamm, Sr. to purchase the building. He said, ‘I’ll give you two years to come up with the money.’ I called him back and we had a meeting the next week and I said, ‘here’s your check.’ George was stunned.”

“Calpine gave us the donation,” Carraher continued. “The funds were deposited. I remember seeing our bank balance with a half-a-million dollars in it.”

Regarding the City and the 2023 sale he said, “I think we were looking at terms of what would be a partnership. We would be willing to let the City own it and we would operate it for them. We were open to discussions, but it never got to that point.”

Asked who from the City did he speak with about the sale, Carraher said, “I remember being introduced to a city manager out front of the theater.” He was referring to then-City Manager Cornelius “Con” Johnson.

“At that time, the rumor was that the City might be interested. But I was not privy to any discussions. It was handled by the president,” Carraher explained.

In 2022, Ramsey was board president, and for a short time in 2023, Frank Giovanni took on the role before Kathie Campbell, who joined the board that year, and later was elected president. At that time Carraher was on the foundation’s board. “Kathie said, ‘I met with Lamar at a mixer and it came up.’ Very informal. It was conversation not commitment,” he explained.

Campbell served as president until last year. Carraher who said he “got the 2023 sale started while I was still living in Antioch,” left the board last November. Sobel Idul was elected board president last November and Campbell later resigned.

Former Board President Kathie Campbell Says She Spoke to Mayor After Sale Occurred

When asked about what Carraher shared Campbell responded, “I was not president when the theatre was sold, that was before my time on the Board. I did speak to Lamar after the sale had gone through, to no avail. Rick and the previous board handled the sale. Per Tung’s post, he worked with Rick to buy the building because they had been working together on the cell tower deal.” She was referring to current owner Tung Bui and the Herald article published last week about his reasons for this year’s sale.

Carraher confirmed that, explaining, “I hired him to be our consultant to negotiate the cell tower project with T-Mobile. When looking for a buyer I asked him to consider it and he made the successful bid.” The tower provided additional revenue for the theater.

Former Board President Frank Giovanni Did Not Talk to Anyone at the City, Provides Additional Details

When reached for comment former board member and president, during 2023, Frank Giovanni said, “I had no conversation with any City official.” He also said he was not aware of the 2022 law.

“The theater was in a bad situation where we had money for two months to run it,” he explained. “We got a hold of Sean McCauley who graciously gave us an audience and graciously gave us a bid. We asked everyone for buyers. I reached out to George Lucas (of Star Wars fame). We were trying to save this jewel.”

“We only had the two offers,” he continued. “Tung said to Rick, ‘why aren’t you giving me an opportunity to buy it?’ He came in with a bid that was better. It was a board decision.”

Giovanni previously held the annual Blues Festival benefit concerts for Antioch students at the theater.

“We gave away $10,000 a year to Antioch schools plus, $5,000 per year for scholarships. When we were done, we were over $100,000 to Antioch schools and music,” he shared.

“No one got paid a dime from our non-profit,” Giovanni added.

“Rick did a great thing for the City and the El Campanil,” he stated. “Rick built a wonderful organization with a clientele that was dying out. As new talent came in you would lose the current customer base. But it was something that could never click over. People aren’t going to the theater anymore. That’s one of the reasons the theater was dying.”

“When Rick was in charge, that place was on point. I think there were plenty of good acts there. Rick did a good job,” Giovanni added.

Former Board President Mike Ramsey Says He Didn’t Speak to Anyone at the City in 2022, Shares About 2003 Purchase

Mike Ramsey served as board president in 2022. When asked if he remembered speaking to anyone from the City he said, “No. I didn’t, fortunately, or unfortunately. I do recall I left the board because I was very disappointed the board was ignoring the financial advice Rick was giving them, that they needed to begin the process of paying off the debts so, when they went out of business all the debts were paid off. They were just burying their heads in the sand.”

“I had no conversations along those lines,” Ramsey reiterated. “But whatever Rick has to say about this is the gospel as far as I’m concerned.”

“He was the only one on that board sticking his neck out and pushing that over and over again and no one on the board wanted to listen to them,” he continued. “He’d done his homework and had spreadsheets and saying we could only last a certain number of months.”

About the 2003 purchase of the building Ramsey said, “Calpine came to me when they came to town and said what can we do to get the City’s support for their gas line that was going to run along the waterfront. I asked them ‘what you can do is give the funds to the El Campanil Theatre to get it back as a performing arts theater, again. Part of my mission of being with the City at that time was trying to revive the downtown. That was a big piece of it. I’m sure they talked with the mayor, they talked to Don to get the council’s support.”

“I said to Calpine that City staff would support them and their gas line if they did something beneficial for the city,” Ramsey added.

Asked why the City didn’t retain some form of ownership or have a council member sit on their board, he stated. “It would have been a grant and the City never entered into an agreement about the operations. It was an out and out grant.”

Executive Director in 2022 and Early 2023 Didn’t Speak with Anyone from City Either

Joel Roster was executive director for the theater until a month before the 2023 sale. When reached for comment and asked if he had spoken to anyone at the City before the sale, Roster said, “No, it certainly didn’t happen while I was there. I left, if I recall, in April, following the board’s decision to eliminate the education program. As things got tight the board’s first move was to do that, and I said, ‘I’m moving on’.”

“I was not in any talks about anything with the City,” he continued. “But if they could afford to do it, the best thing would be for the City to take it over.”

About his time as executive director, and specifically about his last year, Roster said, “We were doing really well, with the (COVID) PPE loans and the grants we were able to secure at that time changed everything.”

“It’s a big place to fill with such a limited staff and you need to get the marketing up to snuff,” he stated. “One of the best things they did was put Sharon as the president of the board. She’s great.”

“Everyone that was there and still there loves that place, deeply,” Roster added.

THE CITY’S SIDE of THE MATTER

Former Mayor Hernandez-Thorpe Says He Didn’t Speak with Anyone from Theatre Until After Sale

Former Mayor Lamar Hernandez-Thorpe was informed of Carraher’s comments and asked to provide his view of what happened and why the City did not take over the theater or partner with the foundation to keep it operating and out of private hands.

He responded with, “I only communicated with Joel during the time he served as Executive Director. My primary communication with him concerned the façade improvement program. I wanted him to work on a proposal because I believed the theater would have been an excellent candidate for that funding.”

“I did not learn about the sale of the theater until Kathie informed me, after Joel had arranged a meeting for the three of us. During that meeting, I expressed to both Kathie and Joel that, if another opportunity involving the sale of the theater arose in the future, I hoped they would keep the City in mind as a potential partner,” Hernandez-Thorpe explained.

“I was disappointed to learn that the theater had been sold to an owner from Oregon or Washington. When I learned the sale price, I was even more dismayed because I believed the City could have potentially purchased the theater, protected the property, and made the necessary improvements to transform it into a civic auditorium and/or public theater for the community. At the time we had a significant amount of unallocated ARPA funds which we could have used, along with healthy rainy-day funds (budget stabilization and reserves).” He was referring to the federal COVID-relief funds, from the American Rescue Plan Act of 2021.

“After my meeting with Kathie and Joel, I informed Brad (Helfenberger), who was the Parks and Recreation Director at the time, about the sale. He was also surprised to learn that the theater had been sold,” the former mayor continued. “We discussed what a great opportunity it could have been for the City and the theater’s nonprofit organization to partner on something meaningful for the community.”

“However, all of those discussions were just that, conversations. Nothing formal resulted from them,” he added.

“What I can say with certainty is that, had I known the theater was for sale before it was sold, I would have brought the matter forward for consideration and advocated for the City to explore purchasing it. That would have been consistent with other efforts I championed as mayor, including pushing the City Council to pursue the development of a town square at the former Beede Lumber Yard and advocating for the restoration and reuse of the Mayor’s House as a City Hall annex,” Herandez-Thorpe explained, referring to the Hard House on W. First Street next to the Lynn House and across the street from the Amtrak Station.

“The theater represented the kind of opportunity I believed the City should explore, specifically, preserving an important community asset while creating a lasting public benefit,” he concluded.

Three of the Two Current, Two Former Councilmembers Say They Never Heard from Anyone at the Theater

Questions were also sent to current council members, Monica Wilson and Tamisha Torres-Walker, and former council members Lori Ogorchock and Mike Barbanica, all of whom were on the city council in 2023 before and after the theater was sold. They were asked if any of them had spoken with Carraher or any of the board members about the possible sale before it occurred and if any of them spoke with representatives of the theatre foundation, what was discussed and were any commitments made of City funds.

Barbanica said, “Absolutely not. That theater is something that is important to the city. That would have immediately been addressed. I used to go to movies there as a kid. It was part of the cruise. I grew up going to that theater. I would have immediately jumped on that and addressed it. The history of that theater is incredible. There’s no way we would have let that happen.”

Ogorchock said, “Nobody ever reached out to me from the board with a text, email or phone call. I was surprised it was sold. I had no clue it was up for sale.”

Regarding the 2023 sale Torres-Walker said, “I don’t remember any conversation, anything being brought to my attention, the council, nothing. Maybe they talked to somebody. But I’ve looked through all my emails about El Campanil and nothing dates back to then.”

“We still had the ARPA funds, and we could have used them to expand public services,” she stated. “If they had brought this to the council back then, for real, for real, I would have advocated we used those dollars.”

The only council member from that time to not yet respond is Wilson after several efforts to reach her and after she was given the opportunity to respond to the Herald’s questions by writing them in a post on her official Facebook page to inform the public. But as of publication time that had not yet occurred.

Former City Managers in 2022 and 2023

Cornelius “Con” Johnson was City Manager from Oct. 26, 2022, until March 17, 2023. Community Development Director Forrest Ebbs was then appointed Acting City Manager from March 17 until June 26, 2023, before leaving for a job in another city.

Kwame Reed was Economic Development Director in 2022 and 2023 and was appointed Acting City Manager on June 13, 2023, serving in the position until Oct. 2025. Carraher said, “I never had a conversation with Kwame Reed except when I was on the Economic Development Commission. He didn’t talk to me about the theater.”

Nevertheless, efforts were made to reach Reed to ask him what he knew about the 2023 sale. But this week, he was out of the office from his current position as Contra Costa’s Deputy County Clerk-Recorder, and he did not respond prior to publication time.

Former Acting City Manager Ebbs Does Not Remember Speaking with Anyone from the Theater, Says “Theaters Are Considered Public Use” and Treated Different Than Historic Homes

When asked if he remembers meeting with anyone from the theater prior to the sale Ebbs said, “I don’t. I keep racking my brain. I don’t even remember being aware of it. It wouldn’t have come to the City without us being on title. The theater would have had to approach us voluntarily.”

“There should have been a lien against the property,” he continued.

Ebbs then shared examples of other cities with old theaters.

“The City of Tracy owns a historic theater, and they have a foundation and are very hands on,” he stated. “The City of Monterey has one and it’s privately owned but restored with private dollars. They eventually leased it to a church and they were concerned. As a City they stepped in to say they have to allow its use by others.”

“For historic preservation, the interior, the City can have a say,” Ebbs explained. “There are strings attached to that if its federal dollars. Theaters are considered public use. They’re treated different than privately owned historic homes.”

Former City Manager Johnson Says He Didn’t Speak with Anyone from the Theater Prior to Sale

Johnson was asked via email, “since you were city manager from Oct. 26, 2022, until March 17, 2023, and the sale of the El Campanil Theatre occurred in May 2023, prior to the sale, did you remember ever speaking with Rick Carraher, who was on the theatre foundation’s board at the time, or Mike Ramsey, the board president in 2022 and possibly part of 2023, or anyone else from the theater about the City taking it over, to form some kind of partnership or providing funds to prevent a private-party sale?”

“I know for a fact that they didn’t speak to anyone in my office or on my team,” he continued. “That was never an issue for discussion by the city council or the city manager’s office. Any agreement between the city and a private party needs to be vetted by the city council and I know during my tenure, nothing was brought to the city council.”

When informed Carraher said there weren’t any formal discussions Johnson stated, “That doesn’t matter. That’s not official. Anyone can say anything.”

Asked if he was the city manager who Carraher was introduced to Johnson stated, “It wasn’t me. I never heard of anything about the theater. Lamar never introduced me to the director or who you’re referring to.”

To which city manager Carraher was referring Johnson asked, “Was he Black or White?”

When Carraher was asked about the skin color of the city manager to whom Hernandez-Thorpe introduced him in front of the theater prior to the sale, he said, “I believe, Black.” Based on what Carraher said about Reed and who were the city managers during that time, he had to be referring to Johnson.

Questions for Current City Staff, Council Members

Emails were sent to staff, beginning Aug. 28 and to council members last Friday, informing them of “The minutes for Agenda Item 5 of the Antioch City Council’s meeting on Dec. 16, 2023, when the council voted 4-0 to give $750,000 in redevelopment funds to the El Campanil Theatre Preservation Foundation” including Carraher’s commitment.

They were then asked the following questions: “Although, according to the minutes, nothing was included in the motion voted on by the council, which passed 4-0, mentioning the transfer of the building to the City, was that commitment by Mr. Carraher binding? Or was it included in the agreement between the City, the theater foundation and Calpine Corporation, which donated $500,000 to the foundation for purchase of the building? Have you yet been able to locate that agreement from 2003? It’s mentioned on the History page of the theater’s website – www.elcampaniltheatre.com/about-us/the-history”

They were then informed, “what is written on that page only includes an agreement between Calpine and the City, and the foundation was not party to it.”

They were then asked, “whether there was any clause requiring a first-right-of-refusal purchase by the City if the foundation board ever decided to sell it? Or was there anything else in that agreement that gave some kind of rights to the City since $750,000 of redevelopment funds were used for the building’s renovation after it was purchased?”

Staff and Freitas, because he was mayor at the time, were also asked if direction from council was given to staff during the 2003 meeting to create an agreement or some kind of document with the additional language of ‘conditions on the property’ as former Councilman Simonsen mentioned.

City Attorney Responds, Finds Some Documents, Office Still Looking for More

Through email and in a phone call with City Attorney Asuncion, she said Tuesday, she had found the staff report for the 2003 agenda item mentioned above and a document mentioning the 2001 foundation board vote. See ECT Preservation Foundation’s 2003 Request to Council

“There is an old document from January 2009,” Asuncion continued. “A staff report showing a guarantee of the loan for the HVAC system replacement. A letter from Rick addressed to Mayor James Davis and council, that on March 9, 2001, the board of the ECT passed something that gave the City the first-right-of-refusal. That’s all I have is that letter attached to the staff report.” See 2009 council meeting document.

Tuesday evening before this week’s council meeting, Asuncion provided the documents via email writing, “Pursuant to our conversation earlier today, attached please find a copy of the December 16, 2003, staff report related to the El Campanil where council provided funding for ‘essential equipment and improvements for renovations.’ I am also attaching a staff report for the January 2009 loan guarantee which is the only document I’ve been provided so far that evidences this action.”

In addition, the City now has copies of the deeds including the 2009 deed regarding the HVAC loan, Asuncion shared.

But she hasn’t “seen anything that documents the (deed) restriction.”

Asked if she or her staff had found the 2003 agreement between Calpine and the City, Asuncion said, “I’m still digging around, as well.”

Theatre’s Finances

In a partial response to questions from the public asking, “what happened to the money” the foundation’s 2021-24 tax returns are available on the candid.org website. They show revenue increasing from 2020 through 2022, then sharp decreases in both 2023 and 2024, to just above the level during the first year of COVID when the theater was closed.

The 2021 return shows 2020 total net revenue of $361,299 of which $362,929 was from “Contributions and grants” and total expenses of $313,278 of which $194,059 was for “Salaries, other compensation and employee benefits” and “Other expenses” of $119,219.

It also shows 2021 total revenue increasing to $561,634 and total expenses also increasing to $453,368 of which $265,702 was for employee costs and $187,666 for other expenses including just $896 for fundraising. That resulted in net revenue of $48,021.

The 2022 return shows a significant increase in total revenue to $902,682 of which $402,874 was from donations, and total expenses of $927,073 which included $655,940 for employee costs and $123,432 for fundraising expenses. The theater also ended that year in the black with net revenue of $78,266.

The 2023 return shows total revenue decreased by over $300,000 to $585,573 of which $174,462 from donations. Expenses included $419,508 spent on employees and $267,391 spent on other expenses including only $5,000 on fundraising, for a total of $686,899 resulting in a loss of $101,326.

In 2024, total revenue decreased again by almost $200,000 to $391,222 of which $313,022 was spent on employee costs and $247,295 was spent on other expenses for a total of $560,317 including $28,830 for fundraising resulting in another loss of $169,095.

The “Net assets or fund balance” has continued to decrease since 2022 from a high of $1,099,233 at the beginning of that year to $827,818 at the end of the year, then down to $610,153 at the end of 2022, $460,133 at the end of 2023 and finally, down to $275,972 at the end of 2024.

Asked about the “Secured mortgages and notes payable to unrelated third parties”? mentioned in the tax returns, Carraher said, “The loan was about $300,000 for replacing the HVAC system.” The City’s loan guarantee was for up to $285,000.

The tax returns show at the beginning of 2023 a loan balance of $198,228 and by the end of that year the balance was zero. That’s because the loan was paid off from the sale of the theater, Carraher shared.

“That was one of the big debts that caused us to say we’re going out of business,” he explained who also shared the HVAC system was replaced by Antioch-based Fertado Heating & Air Company.

More About the Current Board President and This Year’s Sale

Regarding this year’s sale, additional questions were sent to Sobel Idul last Saturday, asking if she had a position with the theater, other than The Nutcracker performances, before becoming board president, did she serve on the board and was she in charge of marketing before becoming president. But Sobel Idul has not yet responded to those questions as of publication time. As previously reported, “The Nutcracker” is a production of the Pittsburg-based Black Diamond Ballet Company, owned by Sobel Idul.

However, Carraher shared, “Sharon had been on the board once before and she was the biggest renter the theater had. ‘The Nutcracker’ was the greatest funder. She came in and has been doing the marketing. All the social media. She’s a wiz. Then Sharon joined the board while Kathie was still president.”

In response to Sobel Idul’s comments published in a previous article last Friday, Downtown Antioch Association leader and Rivertown business owner, Debbie Blaisure shared that in a podcast last year, with Mike Burkholder of ContraCosta.news published July 15, 2025, Campbell said, “the El Campanil Theatre was in serious financial problems and Sharon knew it. She said Sharon got mad at her and got all the board and employees mad at her as well about it and stormed into the board meeting after she did it. Kathie nominated her for president and left a few weeks later. Sharon was one of their biggest customers with ‘The Nutcracker’ and the Board asked her to assist with marketing then the board. That’s how she got involved with the foundation.”

“When I talked to her (Sharon) and Josh in front of my shop after giving them our $3,000 check, she was in charge of the marketing and Josh does remember it and that she only wanted to advertise the $50k fundraiser and not the full amount they needed,” Blaisure continued. “My statement stands. I don’t think we need to correct it as misinformation.” She was referring to the theater’s then-executive director, Joshua Price.

For Now, Carraher Offered Final Say

“I’m giving you my best recollection. There was no one that was closer to this than me,” Carraher stated after being informed of the comments from the others from the theater, council members and former City staff. “I would have never, ever undertaken the sale if I hadn’t spoken to the City first, as a courtesy if nothing else, especially since they were the guarantors on the HVAC loan.”

Public Must Pressure Wilson to Provide Answers

Until Wilson and Reed provide their answers to the questions posed to them to inform the public if someone from the theater spoke to either of them, when and what was said and or committed, the public will have to wait to determine if they knew what actually transpired in 2022 and 2023 prior to the first sale of the theater to a private party.

It’s now up to the public to pressure Wilson, who is still in office and running for re-election, to either respond to the Herald, issue a statement or press release to all local media or post her answers publicly on own social media to clarify matters. It’s the age-old questions asked of government officials: “What did you know and when did you know it?”

Please check back later for any updates to this report.

the attachments to this post:

Q’s & info from Michele Kuslits on AH Fb page 09-26

Overview from Property Report 090826

ECT 2024 Tax Return segments

Ownership Timeline from Property Report 090826

ACC 12162003 Item 5 Minutes

ECT logo & slogan City logo ECT

Ltr from Carraher to Council 010709 hilite

Antioch_Logo_RGB

This entry was posted on Friday, September 11th, 2026 at 6:45 pm and is filed under Arts & Entertainment, City Council, Faith, Finance, Government, News, Non-profits, Rivertown. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.