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Resolution 14554CITY COUNCIL RESOLUTION NO. APPROVING AND AUTHORIZING ACCEPTANCE OF CONVEYANCE OF CERTAIN REAL PROPERTY AND ASSIGNMENT OF CERTAIN LEASES FROM THE COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA IN CONNECTION WITH THE ALAMEDA THEATER PROJECT WHEREAS, the City of Alameda ("City") adopted a Community Improvement Plan for the Business and Waterfront Improvement Project ("Plan") on June 18, 1991 by Ordinance No 2559, as amended, pursuant to the California Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) ("CRL") for purposes of redevelopment; and WHEREAS, the Community Improvement Commission of the City of Alameda ("CIC") is responsible for carrying out the Plan; and WHEREAS, the CIC entered into a Disposition and Development Agreement with Alameda Entertainment Associates, L.P. ("Developer") dated May 3, 2005, as amended ("DDA") which provided, among other things, for the acquisition by CIC and redevelopment of certain real property located at the corner of Central Avenue and Oak Street in the City of Alameda ("Theater Project Site"), the restoration of the historic Alameda Theater on a portion of the Theater Project Site ("Theater Parcel"), the development of a Cineplex and ancillary retail/restaurant space on a portion of the Theater Project Site ("Cineplex Parcel") and the development of a Civic Center Parking Structure on the remainder of the Theater Project Site ("Parking Structure Parcel"); and WHEREAS, pursuant to the DDA, CIC, as owner and lessor, and Developer, as lessee, entered into that certain Ground Lease dated March 15, 2007, with respect to the Cineplex Parcel, as amended by the First Amendment to DDA, Ground Lease and Historic Theater Lease dated July 22, 2009 ("Ground Lease"); and WHEREAS, pursuant to the DDA, CIC, as owner and lessor, and Developer, as lessee, also entered into that certain Historic Theater Lease dated March 15, 2007, with respect to a portion of the historic Alameda Theater building located on the Theater Parcel, as amended by the First Amendment to DDA, Ground Lease and Historic Theater Lease dated July 22, 2009 ("Historic Theater Lease"); and WHEREAS, CIC, has also entered into two separate leases with Burgermeister Management, Inc. and the Alameda Wine Company, LLC, for the separate retail spaces within the historic Alameda Theater building ("Historic Theater Retail Leases"); and WHEREAS, redevelopment of the Theater Project Site has been completed in conformance with the DDA and the Plan and the remaining responsibilities of the CIC under the Ground Lease, Historic Theater Lease and Historic Theater Retail Leases are only administrative operational tasks that will require long - terra, on-going CIC employee services and, p potentially, operation and maintenance of publicly owned buildings; and WHEREAS, Section 33678(b) of the CRL prohibits the CIC from utilizing tax increment revenues to pay for ongoing employee services not directly related to ongoing redevelopment activities and Section 33445(b) of the CRL prohibits the CIC from paying for normal maintenance or operations of ublicl p y owned buildings or facilities and, therefore, the CIC wishes to conve y City to Cit fee simple title to the Cineplex Parcel ,Historic Theater Parcel and Parking Structure Parcel and assign to City its related leasehold interests under the Ground Lease, Historic Theater Lease and Historic Theater Retail Leases, for purposes of carrying out the administrative operational tasks required to ensure that the Theater Project Site, and the improvements thereon, including the historic Alameda Theater, will continue to be operated and maintained in accordance with the Plan and the terms set forth in the DDA, the Ground Lease, the Historic Theater Lease and the Historic Theater Retail Leases; and WHEREAS, pursuant to Section 33430 of the CRL, the CIC may transfer or assign or otherwise dispose of any real or personal property or any interest in property; and WHEREAS, pursuant to Section 33220 of the CRL, certain public bodies, Including the City, may aid and cooperate in the planning, undertaking, g construction, or operation of redevelopment projects, and the City may purchase, buy or otherwise acquire land in a project area from the 010 for redevelopment in accordance with the Plan; and WHEREAS, the City is willing to aid and cooperate with the CIC by accepting conveyance of the Cineplex Parcel and Historic Theater Parcel and assignment of the Ground Lease, Historic Theater Lease, and Historic Theater Retail Leases for purposes of carrying out the Plan. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ALAMEDA DOES RESOLVE AS FOLLOWS: Section 1. The City Council hereby approves, authorizes and directs the City Manager to accept conveyance of fee simple title to the Cineplex Parcel, Historic Theater Parcel and Parking Structure Parcel from the CIC and to take all actions and execute and record all documents as may be required or deemed necessary by the City Attorney to carry out the purposes of this Section 1, including without limitation, certificates of acceptance. Section 2. The City Council hereby further approves, authorizes and directs the City Manager to accept from CIC the assignment and assumption of CIC's interests, rights and obligations, as lessor, under the Ground Lease, Historic Theater Lease and Historic Theater Retail Leases and to execute Assignment and Assumption Agreements substantially in the forms presented to the City Council as part of the staff report for these matters, subject to any minor, technical or clarifying changes approved by the City Attorney, and to take such other actions as may be required or deemed necessary by the City Attorney to carry out the purposes of this Section 2. 1, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Council of the City of Alameda during the Special Joint Meeting of the City Council and Community Improvement Commission on the 8th day of March, 2011, by the following vote to wit: AYES: Councilmembers Bonta, del-iaan, Tam and Mayor Gilmore — 4. NOES: None. ABSENT: Councilmember Johnson - ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 9th day of March, 2011. Lara Weisiger, City C erk City of Alameda