THIS IS A PROPOSED DRAFT AND WILL BE REPLACED BY THE FINAL, SIGNED ORDINANCE OR RESOLUTION ADOPTED BY CITY COUNCIL. ORDINANCE

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THIS IS A PROPOSED DRAFT AND WILL BE REPLACED BY THE FINAL, SIGNED ORDINANCE OR RESOLUTION ADOPTED BY CITY COUNCIL.

ORDINANCE

APPROVING AN AMENDED AND RESTATED FUNDING AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SAN ANTONIO, BEXAR COUNTY, THE ALAMEDA THEATER CONSERVANCY, AND TEXAS PUBLIC RADIO TO INCLUDE AN ADDITIONAL $7,400,000 FOR THE CONSTRUCTION OF THE SECOND AND FINAL PHASE OF THE ALAMEDA THEATER RESTORATION PROJECT WITH FUNDING FROM THE CITY OF SAN ANTONIO’S TAX INCREMENT REINVESTMENT ZONE #9 (“HOUSTON STREET TIRZ”); APPROVING A FIRST AMENDMENT TO THE CHAPTER 380 AGREEMENT WITH THE ALAMEDA THEATER CONSERVANCY TO PERMIT THE USE OF PREVIOUSLY-COMMITTED OPERATIONAL FUNDING THROUGH FY2023; EXTENDING THE DEADLINE FOR CITY FEE WAIVERS PREVIOUSLY APPROVED FOR THE ALAMEDA THEATER RESTORATION PROJECT, ESTIMATED AT $70,000.00, UNTIL CONCLUSION OF CONSTRUCTION; AND AUTHORIZING THE NEGOTIATION AND EXECUTION OF AN AMENDMENT TO THE ALAMEDA MASTER LEASE AGREEMENT

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WHEREAS, the City of San Antonio (“City”) and the Houston Street TIRZ Board of Directors (“Board”) support projects which allow for economic development within its boundaries; and

WHEREAS, on August 31, 2017, through Ordinance number 2017-08-31-0620, City Council approved a Development and Funding Agreement among the City, Bexar County, Alameda Theater Conservancy (“ATC”) and Texas Public Radio (“TPR”), for the renovation and restoration of the historic Alameda Theater and the adjacent annex as a multimedia live performing arts and film center that will feature the American-Latino multicultural story, located at 318 W. Houston Street, in San Antonio, Texas, in City Council District 1, and within the boundary of the Houston Street TIRZ; and

WHEREAS, to fund the construction of the second and final phase of the restoration project, the City, Bexar County, ATC and TPR wish to enter into an Amended and Restated Agreement in which City will provide an additional $7.4 million in funding, $400,000 of which is to be utilized for environmental remediation and monitoring at the site. The County will provide matching funds for construction in the amount of $7 million, with additional funds anticipated to become available through state and federal historic tax credit programs and philanthropic donations pursued by ATC; and

WHEREAS, on December 12, 2019, the City approved a Chapter 380 Agreement with Alameda

Theater Conservancy to provide funding in the amount of $550,000 over two years to support staffing

and consulting services for the Alameda Theater during the construction and remediation of the theater

and to program and operate the theater once restoration is complete; and

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WHEREAS, due to project impacts of COVID-19, operational funding was not completely utilized during the term of the Chapter 380 Agreement and an amendment is recommended to make the remaining funding available through FY2023; and

WHEREAS, on August 27, 2021, the Board adopted two resolutions approving an additional commitment of $7 million to support the final phase of renovation for the Alameda Theater Complex and $400,000 to be utilized for ongoing environmental remediation at the Project Site, as well as authorizing the amendment of the Chapter 380 Agreement with ATC; and

WHEREAS, it is now necessary for the City Council to approve the amendments to the aforementioned agreements to provide necessary funding for the completion of the Alameda Theater Redevelopment. NOW THEREFORE:

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SAN ANTONIO:

SECTION 1. The terms and conditions of an Amended and Restated Funding and Development Agreement for the Redevelopment of the Alameda Theater are hereby approved. A copy of the agreement, in substantially final form, is attached to this Ordinance as Exhibit A.

SECTION 2. Additional funding from the Houston Street TIRZ in an amount of $7,400,000, which includes $400,000 in tax increment and $7,000,000 in Certificates of Obligation, for the second and final phase of the renovation of the Alameda Theater Complex, and providing for a reimbursement from Houston Street TIRZ of $7,000,000 in principal amount and associated interest for the Certificates of Obligation is hereby approved.

SECTION 3. An extension of the deadline for City Fee waivers previously approved for the Alameda Restoration Project, estimated at $70,000, until project completion is hereby approved.

SECTION 4. TIF Division staff is hereby authorized to amend the Houston Street TIRZ Project and Finance Plans to include the final phase of the Alameda Theater Redevelopment Project.

SECTION 5. The terms and conditions of a First Amendment to the Chapter 380 Agreement with Alameda Theater Conservancy are hereby approved. A copy of the agreement, in substantially final form, is attached to this Ordinance as Exhibit B.

SECTION 6. The City Manager or his designee is hereby authorized to execute both the Restated and Amended Funding and Development Agreement and the First Amendment to the Chapter 380 Agreement with the Alameda Theater Conservancy, which have been incorporated into this Ordinance for all purposes.

SECTION 7. The City Manager or designee is hereby authorized to negotiate and execute as

approved by the City Attorney’s Office an amendment to the Alameda Master Lease Agreement

(effective December 1, 2017) to permit an assignment of said agreement to a qualified active low-

income community business (QALICB) for the intended purposes of obtaining and utilizing federal

and state historic credits to finance the restoration of the Alameda Theater, as well as accessing new

markets tax credits for project improvements.

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SECTION 8. Funding for any projects through the Houston Street TIRZ includes $400,000 that will be paid from Fund 29086006, Cost Center 703280001 and General Ledger 5201040, and $7,000,000 in Certificate of Obligation. Total funding should not exceed $7,400,000.00 for the duration of this agreement. The reimbursement of $7,000,000 in principal amount and associated interest for the Certificates of Obligation will be paid from Fund 29086006, Cost Center 703280001 and General Ledger 6102100.

SECTION 9. The financial allocations in this Ordinance are subject to approval by the Deputy Chief Financial Officer, City of San Antonio. The Deputy Chief Financial Officer may, subject to

concurrence by the City Manager or the City Manager’s designee, correct allocations to specific Cost Centers, WBS Elements, Internal Orders, General Ledger Accounts, and Fund Numbers as necessary to carry out the purpose of this Ordinance. The Deputy Chief Financial Officer or his designee is hereby authorized to execute an amendment to the Project Disbursement Fund Theater Phase Escrow Agreement for the management of the Theater Phase Distribution Account which includes fund deposits, associated interest, and investments.

SECTION 10. This Ordinance shall be effective upon passage by eight affirmative votes; otherwise it shall be effective on the tenth day after passage.

PASSED AND APPROVED this 4

day of November, 2021.

M A Y O R

Ron Nirenberg

ATTEST: APPROVED AS TO FORM:

City Clerk Andrew Segovia, City Attorney

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EXHIBIT A

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EXHIBIT B