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HomeMy WebLinkAbout071624-06.5 & 11.2 TO: Mayor and Town Council July 16, 2024 President and Members of the Danville Financing Authority SUBJECT: Resolution No. 52-2024, amending certain 2005 lease financing documents to provide for the substitution of the property and authorizing and directing certain actions relating thereto; and, Resolution No. 53-2024, appropriating funds from the Low and Moderate Housing Fund for expenses related to 510 La Gonda Way housing Town of Danville Financing Authority Resolution No. 1-2024, amending certain 2005 lease financing documents to provide for the substitution of the property and authorizing and directing certain actions relating thereto BACKGROUND In March 2005, the Town issued $5,600,000 of tax-exempt debt financing in the form of Certificates of Participation (the “2005 COPs”). The proceeds of the 2005 COPs were used to acquire the property at 177 Front Street and construct the public parking lot at that location. The 2005 COPS will be paid off in 2035. COPs are structured so that a non-profit financing authority owns a public facility, which it then leases back to the city, with those annual lease payments equal to and securing the debt payments. The Town has used this structure several times, with the Town of Danville Financing Authority being the owner of the secured property. In the 2005 COPs, the former Community Development Agency was also involved, as it agreed to annually reimburse the Town for the lease payments made. That reimbursement agreement was approved by the State of California upon the dissolution of redevelopment agencies throughout the state and the Town still receives these reimbursements as a recognized obligation. DISCUSSION The property used for the lease in the 2005 COPs was the former Town Offices at 510 La Gonda Way. Because the Town has relocated its offices and wishes to dispose of the 510 La Gonda Way property, it is necessary to substitute another Town property. After working with all of the involved parties, it is recommended that the Town’s Police Facility at 500 La Gonda Way be used as the substitute property. This action has no effect on the use or control of the building, it simply becomes the subject of the lease. The resolutions and documents ADMINISTRATIVE STAFF REPORT 6.5/11.2 approving the substitution (Attachments A-E) were prepared by the Town’s bond counsel and have been reviewed and approved by all parties to the financing. The remaining resolution (Attachment F) appropriates the funds necessary to pay consultants and insurance fees necessary for the transaction. PUBLIC CONTACT Posting of the meeting agenda serves as notice to the general public. FISCAL IMPACT None. RECOMMENDATION In order to complete the steps necessary to complete this transaction, the following actions are recommended: 1. The Town Council adopt Resolution No. 52-2024, amending certain 2005 lease financing documents to provide for the substitution of the property and authorizing and directing certain actions relating thereto. 2. The Town Council adopt Resolution No. 53-2004, appropriating funds from the Low and Moderate Housing Fund for expenses related to 510 La Gonda Way housing. 3. The Town of Danville Financing Authority adopt Town of Danville Financing Authority Resolution No. 1-2024, amending certain 2005 lease financing documents to provide for the substitution of the property and authorizing and directing certain actions relating thereto. Prepared by: Robert B. Ewing City Attorney Attachments: A-Resolution No. 52-2024 B-Financing Authority No. 1-2024 C-First Amendment to Lease Agreement D-First Amendment to Site and Facility Lease E-First Amendment to Assignment Agreement F-Resolution No. 53-2024 2005 COP Lease Amendment 2 July 16, 2024 Stradling Yocca Carlson & Rauth LLP 06/14/24 [Amendments to 2005 Documents] 06/27/24 TOWN OF DANVILLE RESOLUTION NO. 52-2024 AMENDING CERTAIN 2005 LEASE FINANCING DOCUMENTS TO PROVIDE FOR THE SUBSTITUTION OF THE PROPERTY AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS RELATING THERETO RESOLVED, by the Town Council (the “Council”) of the Town of Danville (the “Town”) as follows: WHEREAS, the Town and the Town of Danville Financing Authority (the “Authority”) have heretofore entered into that certain Site and Facility Lease, dated as of April 1, 2005 (the “Site and Facility Lease”), pursuant to which the Town leased certain real property and improvements described in Exhibits A and B thereto (collectively, the “Property”) to the Authority and the Au-thority leased the Property from the Town; WHEREAS, the Authority and the Town have heretofore entered into that certain Lease Agreement, dated as of April 1, 2005 (the “Lease Agreement”), pursuant to which the Authority leased the Property to the Town and the Town leased the Property from the Authority and pur-suant to which the Town agreed to make certain lease payments (the “Lease Payments”) to the Authority; WHEREAS, the Authority and The Bank of New York Trust Company, N.A., now known as The Bank of New York Mellon Trust Company, N.A. (the “Assignee”), have heretofore entered into that certain Assignment Agreement, dated as of April 1, 2005 (the “Assignment Agree-ment”), pursuant to which the Authority assigned to the Assignee its right to receive the Lease Payments; WHEREAS, the Town has determined that it is necessary to amend the description of the Property, as set forth in the Site and Facility Lease and the Lease Agreement to substitute the real property and improvements described therein; WHEREAS, Section 8.3 of the Lease Agreement grants to the Town the option to substi-tute the Property, provided that the Town shall satisfy certain requirements which are conditions precedent to such substitution; WHEREAS, the Town will satisfy all such requirements; and WHEREAS, the documents below specified have been filed with the Town and the mem-bers of the Council, with the aid of its staff, have reviewed said documents; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: ATTACHMENT A -2- Section 1. The below-enumerated documents, in the forms on file with the City Clerk, be and are hereby approved, and the Mayor, the Town Manager or the Finance Director, or the de-signee of any such official, is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official: (a) an amendment to the Site and Facility Lease; and (b) an amendment to the Lease Agreement. Section 2. The Mayor, the Town Manager, the Finance Director, the City Clerk and all other officers of the Town are each authorized and directed in the name and on behalf of the Town to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this Resolution any officer of the Town is authorized to execute or countersign any document or take any action, such exe-cution, countersigning or action may be taken on behalf of such officer by any person designat-ed by such officer to act on his or her behalf in the case such officer shall be absent or unavaila-ble. Section 3. This Resolution shall take effect immediately. * * * * * * I, the undersigned hereby certify that the foregoing Resolution was duly and regularly adopted and passed by Town Council of the Town of Danville at a regular meeting assembled on the 16th day of July, 2024, by the following vote to wit: AYES: NOES: ABSENT: ABSTAIN: City Clerk Stradling Yocca Carlson & Rauth LLP 06/14/24 [Amendments to 2005 Documents] 06/27/24 TOWN OF DANVILLE FINANCING AUTHORITY RESOLUTION NO. 1-2024 AMENDING CERTAIN 2005 LEASE FINANCING DOCUMENTS TO PROVIDE FOR THE SUBSTITUTION OF THE PROPERTY AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS RELATING THERETO RESOLVED, by the Board of Directors (the “Board”) of the Town of Danville Financing Au-thority (the “Authority”) as follows: WHEREAS, the Town of Danville (the “Town”) and the Authority have heretofore entered into that certain Site and Facility Lease, dated as of April 1, 2005 (the “Site and Facility Lease”), pursuant to which the Town leased certain real property and improvements described in Exhibits A and B thereto (collectively, the “Property”) to the Authority and the Authority leased the Prop-erty from the Town; WHEREAS, the Authority and the Town have heretofore entered into that certain Lease Agreement, dated as of April 1, 2005 (the “Lease Agreement”), pursuant to which the Authority leased the Property to the Town and the Town leased the Property from the Authority and pur-suant to which the Town agreed to make certain lease payments (the “Lease Payments”) to the Authority; WHEREAS, the Authority and The Bank of New York Trust Company, N.A., now known as The Bank of New York Mellon Trust Company, N.A. (the “Assignee”), have heretofore entered into that certain Assignment Agreement, dated as of April 1, 2005 (the “Assignment Agree-ment”), pursuant to which the Authority assigned to the Assignee its right to receive the Lease Payments; WHEREAS, the Town has determined that it is necessary to amend the description of the Property, as set forth in the Site and Facility Lease, the Lease Agreement and the Assignment Agreement to substitute the real property and improvements described therein; WHEREAS, Section 8.3 of the Lease Agreement grants to the Town the option to substi-tute the Property, provided that the Town shall satisfy certain requirements which are conditions precedent to such substitution; WHEREAS, the Town will satisfy all such requirements; and WHEREAS, the documents below specified have been filed with the Authority and the members of the Board, with the aid of its staff, have reviewed said documents; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: ATTACHMENT B -2- Section 1. The below-enumerated documents, in the forms on file with the Secretary, be and are hereby approved, and the President, the Vice President, the Executive Director or the Treasurer, or the designee of any such official, is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official: (a) an amendment to the Site and Facility Lease; (b) an amendment to the Lease Agreement; and (c) an amendment to the Assignment Agreement. Section 2. The President, the Vice President, the Executive Director, the Treasurer, the Secretary and all other officers of the Authority are each authorized and directed in the name and on behalf of the Authority to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. When-ever in this Resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 3. This Resolution shall take effect immediately. * * * * * * I, the undersigned hereby certify that the foregoing Resolution was duly and regularly adopted and passed by Board of Directors of the Town of Danville Financing Authority at a regular meeting assembled on the 16th day of July, 2024, by the following vote to wit: AYES: NOES: ABSENT: ABSTAIN: Secretary Stradling Yocca Carlson & Rauth LLP 06/14/24 AFTER RECORDATION PLEASE RETURN TO: Stradling Yocca Carlson & Rauth LLP 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660 Attention: Brian D. Quint, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. FIRST AMENDMENT TO LEASE AGREEMENT (Amending that Certain Lease Agreement, dated as of April 1, 2005, by and between the Town of Danville Financing Authority and the Town of Danville) Dated as of July 1, 2024 by and between the TOWN OF DANVILLE FINANCING AUTHORITY, as Lessor and the TOWN OF DANVILLE, as Lessee ATTACHMENT C FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT, dated as of July 1, 2024, is by and between the TOWN OF DANVILLE FINANCING AUTHORITY, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California, as lessor (the “Authority”), and the TOWN OF DANVILLE, a municipal corporation and general law city, duly organized and existing under and by virtue of the laws of the State of California, as lessee (the “Town”), amending that certain Lease Agreement, dated as of April 1, 2005, by and between the Authority and the Town, and recorded by memorandum on April 13, 2005, as document number 2005-0127712-00, in the Official Records of Contra Costa County, California (the “Lease Agreement”); W I T N E S S E T H: WHEREAS, the Town and the Authority have heretofore entered into the Site and Facility Lease, dated as of April 1, 2005, recorded on April 13, 2005, as document number 2005- 0127711-00, in the Official Records of Contra Costa County, California, a first amendment thereto being recorded concurrently herewith (the “Site and Facility Lease”), pursuant to which the Town leased certain real property, described in Exhibits A and B thereto (the “Property”) to the Authority and the Authority leased the Property from the Town; WHEREAS, the Authority and the Town have heretofore entered into the Lease Agreement, pursuant to which the Authority leased the Property to the Town and the Town leased the Property from the Authority; WHEREAS, the Authority and The Bank of New York Trust Company, N.A., now known as The Bank of New York Mellon Trust Company, N.A. (the “Assignee”) have heretofore entered into the Assignment Agreement, dated as of April 1, 2005, recorded on April 13, 2005, as document number 2005-0127713-00, in the Official Records of Contra Costa County, California, a first amendment thereto being recorded concurrently herewith (the “Assignment Agreement”), pursuant to which the Authority assigned to the Assignee its right to receive lease payments made by the Town under the Lease Agreement (the “Lease Payments”); WHEREAS, the Town has determined that it is necessary to amend the description of the Property, as set forth in the Site and Facility Lease, the Lease Agreement and the Assignment Agreement to release the existing Property and to substitute other real property and improvements therefor; and WHEREAS, Section 8.3 of the Lease Agreement authorizes amendment of the Site and the Facility Lease, the Lease Agreement and the Assignment Agreement to substitute the Property, subject to certain conditions precedent set forth therein; WHEREAS, the Town and the Authority deem it necessary and desirable that the Site and Facility Lease, the Lease Agreement and the Assignment Agreement be so amended; WHEREAS, any such substitution of the Property requires that: (a) the Town file with the Authority and the Assignee an amended Exhibit A to the Site and Facility Lease which adds thereto a description of such substitute site and deletes therefrom the description of the former Site; -2- (b) the Town file with the Authority and the Assignee an amended Exhibit A to this Lease Agreement which adds thereto a description of such substitute site and deletes therefrom the description of the former Site; (c) the Town file with the Authority and the Assignee an amended Exhibit B to the Site and Facility Lease which adds thereto a description of such substitute facility and deletes therefrom the description of the former Facility; (d) the Town file with the Authority and the Assignee an amended Exhibit B to this Lease Agreement which adds thereto a description of such substitute facility and deletes therefrom the description of the former Facility; (e) the Town certifies that the Substitute Site and the Substitute Facility serve the purposes of the Town, constitutes property that is unencumbered, subject to Permitted Encumbrances, and constitutes property which the Town is permitted to lease under the laws of the State; (f) the Town certifies that the Substitute Facility has a useful life equal to or greater than the Former Facility; (g) the Town certifies that the Substitute Site and the Substitute Facility are of equal or greater value than the Outstanding principal amount of the Certificates; (h) the Town certifies that the Substitute Site and the Substitute Facility shall not cause the Town to violate any of its covenants, representations and warranties made in this Lease Agreement and in the Trust Agreement; (i) the Town obtains an amendment to the title insurance policy required pursuant to the Lease Agreement which adds thereto a description of the Substitute Site and deletes therefrom the description of the Former Site; (j) the Town certifies that the Substitute Facility is of the same or greater essentiality to the Town as was the Former Facility; (k) the Town obtains the prior written consent of the Municipal Bond Insurer to such substitution and notice of such consent be given by the Town to any rating agency then rating the Certificates; and (l) the Town furnishes the Authority, the Municipal Bond Insurer and the Trustee with a written opinion of Bond Counsel stating that such substitution does not cause interest on the Certificates to become subject to federal income taxes; NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: -3- SECTION 1. Amendment of the Lease Agreement. (a) The description of the Site contained in Exhibit A to the Lease Agreement is hereby amended by releasing and terminating from the Lease Agreement all property described in Exhibit A attached thereto. The resulting description of the Site shall be as described in Exhibit B attached hereto which shall modify and replace in its entirety Exhibit A attached to the Lease Agreement. (b) The description of the Facility contained in Exhibit B to the Lease Agreement is hereby amended by releasing and terminating from the Lease Agreement all improvements described in Exhibit C attached hereto. The resulting description of the Facility shall be as described in Exhibit D attached hereto which shall modify and replace in its entirety Exhibit B attached to the Lease Agreement. (c) By virtue of such substitutions, the Authority hereby leases to the Town and the Town hereby leases from the Authority, the Site, as now described in Exhibit B attached hereto, and the Facility, as now described in Exhibit D attached hereto. SECTION 2. Other Conditions Satisfied. The Town hereby certifies that: (a) the Town has filed with the Authority and the Assignee an amended Exhibit A to the Site and Facility Lease which adds thereto a description of such substitute site and deletes therefrom the description of the former Site; (b) the Town has filed with the Authority and the Assignee an amended Exhibit A to this Lease Agreement which adds thereto a description of such substitute site and deletes therefrom the description of the former Site; (c) the Town has filed with the Authority and the Assignee an amended Exhibit B to the Site and Facility Lease which adds thereto a description of such substitute facility and deletes therefrom the description of the former Facility; (d) the Town has filed with the Authority and the Assignee an amended Exhibit B to this Lease Agreement which adds thereto a description of such substitute facility and deletes therefrom the description of the former Facility; (e) the Town has certified that the Substitute Site and the Substitute Facility serve the purposes of the Town, constitutes property that is unencumbered, subject to Permitted Encumbrances, and constitutes property which the Town is permitted to lease under the laws of the State; (f) the Town has certified that the Substitute Facility has a useful life equal to or greater than the Former Facility; (g) the Town has certified that the Substitute Site and the Substitute Facility are of equal or greater value than the Outstanding principal amount of the Certificates; (h) t the Town has certified that he Substitute Site and the Substitute Facility shall not cause the Town to violate any of its covenants, representations and warranties made in this Lease Agreement and in the Trust Agreement; -4- (i) the Town has obtained an amendment to the title insurance policy required pursuant to the Lease Agreement which adds thereto a description of the Substitute Site and deletes therefrom the description of the Former Site; (j) the Town has certified that certifies that the Substitute Facility is of the same or greater essentiality to the Town as was the Former Facility; (k) the Town has obtained the prior written consent of the Municipal Bond Insurer to such substitution and notice of such consent has been given by the Town to any rating agency then rating the Certificates; and (l) the Town has furnished the Authority, the Municipal Bond Insurer and the Trustee with a written opinion of Bond Counsel stating that such substitution does not cause interest on the Certificates to become subject to federal income taxes. SECTION 3. Lease Agreement in Full Force and Effect. Except as amended by this First Amendment to Lease Agreement, the Lease Agreement remains in full force and effect. SECTION 4. Execution in Counterparts. This First Amendment to Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 5. Applicable Law. This First Amendment to Lease Agreement shall be governed by and construed in accordance with the laws of the State of California. -5- IN WITNESS WHEREOF, the Authority and the Town have caused this First Amendment to Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. TOWN OF DANVILLE FINANCING AUTHORITY By Joe Calabrigo Executive Director TOWN OF DANVILLE By Joe Calabrigo Town Manager APPROVED: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Assignee By Authorized Signatory [NOTARY ACKNOWLEDGMENTS TO BE ATTACHED] Exhibit A Page 1 EXHIBIT A RELEASED SITE All that certain real property situated in Contra Costa County, State of California, described as follows: PARCEL ONE: PORTION OF LOT 1, MAP OF LA VISTA PARK, FILED MAY 8, 1912, MAP BOOK 7, PAGE 158, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: BEGINNING ON THE NORTH LINE OF SAID LOT 1, AT THE EAST LINE OF THE PARCEL OF LAND DESCRIBED AS PARCEL TWO IN THE DEED TO STATE OF CALIFORNIA, RECORDED JANUARY 20, 1961, BOOK 3788, OFFICIAL RECORDS, PAGE 262; THENCE FROM SAID POINT OF BEGINNING SOUTH 89°15’ EAST, ALONG SAID NORTH LINE, 287.49 FEET TO THE WEST LINE OF THE PARCEL OF LAND DESCRIBED AS PARCEL ONE IN SAID DEED TO STATE OF CALIFORNIA; THENCE ALONG SAID WEST LINE, SOUTH 37°02’40” EAST, 219.21 FEET AND SOUTH 34°12’34” EAST, 105.378 FEET TO THE SOUTH LINE OF THE PARCEL OF LAND GRANTED IN THE DEED TO MURIEL M. FISHER, RECORDED MARCH 1, 1948, BOOK 1177, OFFICIAL RECORDS, PAGE 433; THENCE NORTH 89°15’ WEST, ALONG SAID SOUTH LINE, 425.93 FEET TO THE EAST LINE OF SAID PARCEL TWO IN SAID DEED TO STATE OF CALIFORNIA; THENCE NORTH 11°35’51” WEST, ALONG SAID EAST LINE, 263.99 FEET TO THE POINT OF BEGINNING. PARCEL TWO: PORTION OF LOT 18, MAP OF RANCHO EL RIO, FILED MARCH 24, 1910; MAP BOOK 2, PAGE 48, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: A PORTION OF THAT PARCEL OF LAND DESCRIBED IN DEED NO. 17517 TO STATE OF CALIFORNIA RECORDED OCTOBER 11, 1961, BOOK 3971, PAGE 321, OFFICIAL RECORDS OF CONTRA COSTA COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE WESTERLY CORNER OF SAID PARCEL; THENCE ALONG THE NORTHWESTERLY LINE OF SAID PARCEL NORTH 59°10’43” EAST, 44.70 FEET; THENCE SOUTH 37°02’40” EAST, 30.54 FEET TO THE SOUTHERLY LINE OF SAID PARCEL; THENCE ALONG LAST SAID LINE NORTH 88°30’35” WEST, 56.80 FEET TO THE POINT OF COMMENCEMENT. ASSESSOR’S PARCEL NO.: 200-131-005 Exhibit B Page 1 EXHIBIT B DESCRIPTION OF THE RESULTING SITE All that certain real property situated in Contra Costa County, State of California, described as follows: PARCEL A OF PARCEL MAP MS 336-77, FILED AUGUST 31, 1978, BOOK 69 OF PARCEL MAPS, PAGE 31, CONTRA COSTA COUNTY RECORDS. ASSESSOR’S PARCEL NO.: 200-151-051-6 Exhibit C EXHIBIT C RELEASED FACILITY Town office building at 510 La Gonda Way, located on the Site, which houses all of the Town’s administrative offices and the police department. The 20,000 square foot building was initially constructed in 1988, with an extensive remodel and expansion of the police department in 2002. Conference rooms in the building are frequently used for both official Town meetings and for neighborhood and community meetings with various Town departments. Exhibit D EXHIBIT D DESCRIPTION OF THE RESULTING FACILITY The new Town police facility at 500 La Gonda Way, located on the Site, is a former theater built in 2002, purchase by the Town in 2019, renovated in 2020 and occupied in 2022. The 18, 878 square foot, three story building houses the Town’s police department and all police functions. This includes a rotunda with lobby, a large assembly hall, offices, conference rooms, locker rooms, gym, break rooms, restrooms, evidence room, armory, two staircases, and one elevator. Most of the space is used as offices. Holding cells, armory, evidence rooms, etc. are located in the basement. Although the improvements were originally constructed for a community performing arts theater, the Town made significant interior renovations to convert its use for the police department. Stradling Yocca Carlson & Rauth LLP 06/14/24 AFTER RECORDATION PLEASE RETURN TO: Stradling Yocca Carlson & Rauth LLP 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660 Attention: Brian D. Quint, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. FIRST AMENDMENT TO SITE AND FACILITY LEASE (Amending that Certain Site and Facility Lease, dated as of April 1, 2005, by and between the Town of Danville and the Town of Danville Financing Authority) Dated as of July 1, 2024 by and between the TOWN OF DANVILLE, as Lessor and the TOWN OF DANVILLE FINANCING AUTHORITY, as Lessee ATTACHMENT D FIRST AMENDMENT TO SITE AND FACILITY LEASE THIS FIRST AMENDMENT TO SITE AND FACILITY LEASE, dated as of July 1, 2024, is by and between the TOWN OF DANVILLE, a municipal corporation and general law city, duly organized and existing under and by virtue of the laws of the State of California, as lessor (the “Town”), and the TOWN OF DANVILLE FINANCING AUTHORITY, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California, as lessee (the “Authority”), amending that certain Site and Facility Lease, dated as of April 1, 2005, by and between the Town and the Authority, and recorded on April 13, 2005, as document number 2005-0127711-00, in the Official Records of Contra Costa County, California (the “Site and Facility Lease”); W I T N E S S E T H: WHEREAS, the Town and the Authority have heretofore entered into the Site and Facility Lease, pursuant to which the Town leased certain real property, described in Exhibits A and B thereto (the “Property”) to the Authority and the Authority leased the Property from the Town; WHEREAS, the Authority and the Town have heretofore entered into the Lease Agreement, dated as of April 1, 2005, recorded by memorandum on April 13, 2005, as document number 2005-0127712-00, in the Official Records of Contra Costa County, California, a first amendment thereto being recorded concurrently herewith (the “Lease Agreement”), pursuant to which the Authority leased the Property to the Town and the Town leased the Property from the Authority; WHEREAS, the Authority and The Bank of New York Trust Company, N.A., now known as The Bank of New York Mellon Trust Company, N.A. (the “Assignee”), have heretofore entered into the Assignment Agreement, dated as of April 1, 2005, recorded on June 29,2017, as document number 2005-0127713-00, in the Official Records of Contra Costa, California, a first amendment thereto being recorded concurrently herewith (the “Assignment Agreement”), pursuant to which the Authority assigned to the Assignee its right to receive lease payments made by the Town under the Lease Agreement (the “Lease Payments”); WHEREAS, the Town has determined that it is necessary to amend the description of the Property, as set forth in the Site and Facility Lease, the Lease Agreement and the Assignment Agreement to release the existing Site and Facility and to substitute other real property and improvements therefor; and WHEREAS, Section 8.3 of the Lease Agreement authorizes amendment of the Site and the Facility Lease, the Lease Agreement and the Assignment Agreement, to substitute the Site and/or the Facility, subject to certain conditions precedent set forth therein; NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: SECTION 1. Amendment of the Site and Facility Lease. (a) The description of the Site contained in Exhibit A to the Site and Facility Lease is hereby amended by releasing and terminating from the Site and Facility Lease all property described in Exhibit A attached thereto. The resulting description of the Site shall be as -2- described in Exhibit B attached hereto which shall modify and replace in its entirety Exhibit A attached to the Site and Facility Lease. (b) The description of the Facility contained in Exhibit B to the Site and Facility Lease is hereby amended by releasing and terminating from the Site and Facility Lease all improvements described in Exhibit C attached hereto. The resulting description of the Facility shall be as described in Exhibit D attached hereto which shall modify and replace in its entirety Exhibit B attached to the Site and Facility Lease. (c) By virtue of such substitutions, the Town hereby leases to the Authority and the Authority hereby leases from the Town, the Site, as now described in Exhibit B attached hereto, and the Facility, as now described in Exhibit D attached hereto. SECTION 2. Site and Facility Lease in Full Force and Effect. Except as amended by this First Amendment to Site and Facility Lease, the Site and Facility Lease remains in full force and effect. SECTION 3. Execution in Counterparts. This First Amendment to Site and Facility Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 4. Applicable Law. This First Amendment to Site and Facility Lease shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the Town and the Authority have caused this First Amendment to Site and Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. TOWN OF DANVILLE By Joe Calabrigo Town Manager TOWN OF DANVILLE FINANCING AUTHORITY By Joe Calabrigo Executive Director -3- APPROVED: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Assignee By Authorized Signatory [NOTARY ACKNOWLEDGMENTS TO BE ATTACHED] Exhibit A Page 1 EXHIBIT A RELEASED SITE All that certain real property situated in Contra Costa County, State of California, described as follows: PARCEL ONE: PORTION OF LOT 1, MAP OF LA VISTA PARK, FILED MAY 8, 1912, MAP BOOK 7, PAGE 158, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: BEGINNING ON THE NORTH LINE OF SAID LOT 1, AT THE EAST LINE OF THE PARCEL OF LAND DESCRIBED AS PARCEL TWO IN THE DEED TO STATE OF CALIFORNIA, RECORDED JANUARY 20, 1961, BOOK 3788, OFFICIAL RECORDS, PAGE 262; THENCE FROM SAID POINT OF BEGINNING SOUTH 89°15’ EAST, ALONG SAID NORTH LINE, 287.49 FEET TO THE WEST LINE OF THE PARCEL OF LAND DESCRIBED AS PARCEL ONE IN SAID DEED TO STATE OF CALIFORNIA; THENCE ALONG SAID WEST LINE, SOUTH 37°02’40” EAST, 219.21 FEET AND SOUTH 34°12’34” EAST, 105.378 FEET TO THE SOUTH LINE OF THE PARCEL OF LAND GRANTED IN THE DEED TO MURIEL M. FISHER, RECORDED MARCH 1, 1948, BOOK 1177, OFFICIAL RECORDS, PAGE 433; THENCE NORTH 89°15’ WEST, ALONG SAID SOUTH LINE, 425.93 FEET TO THE EAST LINE OF SAID PARCEL TWO IN SAID DEED TO STATE OF CALIFORNIA; THENCE NORTH 11°35’51” WEST, ALONG SAID EAST LINE, 263.99 FEET TO THE POINT OF BEGINNING. PARCEL TWO: PORTION OF LOT 18, MAP OF RANCHO EL RIO, FILED MARCH 24, 1910; MAP BOOK 2, PAGE 48, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: A PORTION OF THAT PARCEL OF LAND DESCRIBED IN DEED NO. 17517 TO STATE OF CALIFORNIA RECORDED OCTOBER 11, 1961, BOOK 3971, PAGE 321, OFFICIAL RECORDS OF CONTRA COSTA COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE WESTERLY CORNER OF SAID PARCEL; THENCE ALONG THE NORTHWESTERLY LINE OF SAID PARCEL NORTH 59°10’43” EAST, 44.70 FEET; THENCE SOUTH 37°02’40” EAST, 30.54 FEET TO THE SOUTHERLY LINE OF SAID PARCEL; THENCE ALONG LAST SAID LINE NORTH 88°30’35” WEST, 56.80 FEET TO THE POINT OF COMMENCEMENT. ASSESSOR’S PARCEL NO.: 200-131-005 Exhibit B Page 1 EXHIBIT B DESCRIPTION OF THE RESULTING SITE All that certain real property situated in Contra Costa County, State of California, described as follows: PARCEL A OF PARCEL MAP MS 336-77, FILED AUGUST 31, 1978, BOOK 69 OF PARCEL MAPS, PAGE 31, CONTRA COSTA COUNTY RECORDS. ASSESSOR’S PARCEL NO.: 200-151-051-6 Exhibit C EXHIBIT C RELEASED FACILITY Town office building at 510 La Gonda Way, located on the Site, which houses all of the Town’s administrative offices and the police department. The 20,000 square foot building was initially constructed in 1988, with an extensive remodel and expansion of the police department in 2002. Conference rooms in the building are frequently used for both official Town meetings and for neighborhood and community meetings with various Town departments. Exhibit D EXHIBIT D DESCRIPTION OF THE RESULTING FACILITY The new Town police facility at 500 La Gonda Way, located on the Site, is a former theater built in 2002, purchase by the Town in 2019, renovated in 2020 and occupied in 2022. The 18, 878 square foot, three story building houses the Town’s police department and all police functions. This includes a rotunda with lobby, a large assembly hall, offices, conference rooms, locker rooms, gym, break rooms, restrooms, evidence room, armory, two staircases, and one elevator. Most of the space is used as offices. Holding cells, armory, evidence rooms, etc. are located in the basement. Although the improvements were originally constructed for a community performing arts theater, the Town made significant interior renovations to convert its use for the police department. Stradling Yocca Carlson & Rauth LLP 06/14/24 AFTER RECORDATION PLEASE RETURN TO: Stradling Yocca Carlson & Rauth LLP 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660 Attention: Brian D. Quint, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. FIRST AMENDMENT TO ASSIGNMENT AGREEMENT (Amending that Assignment Agreement, dated as of April 1, 2005, by and between the Town of Danville Financing Authority and The Bank of New York Trust Company, N.A.) Dated as of July 1, 2024 by and between the TOWN OF DANVILLE FINANCING AUTHORITY, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Assignee ATTACHMENT E FIRST AMENDMENT TO ASSIGNMENT AGREEMENT THIS FIRST AMENDMENT TO ASSIGNMENT AGREEMENT, dated as of July 1, 2024, is by and between the TOWN OF DANVILLE FINANCING AUTHORITY, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California (the “Authority”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., formerly known as THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as assignee (the “Assignee”), amending that certain Assignment Agreement, dated as of April 1, 2005, by and between the Authority and the Assignee, and recorded on April 13, 2005, as document number 2005-0127713-00, in the Official Records of Contra Costa County, California (the “Assignment Agreement”); W I T N E S S E T H: WHEREAS, the Town of Danville (the “Town”) and the Authority have heretofore entered into the Site and Facility Lease, dated as of April 1, 2005, recorded on April 13, 2005, as document number 2005-0127711-00, in the Official Records of Contra Costa County, California, a first amendment thereto being recorded concurrently herewith (the “Site and Facility Lease”), pursuant to which the Town leased certain real property, described in Exhibits A and B thereto (the “Property”) to the Authority and the Authority leased the Property from the Town; WHEREAS, the Authority and the Town have heretofore entered into a Lease Agreement, dated as of April 1, 2005, recorded by memorandum on April 13, 2005, as document number 2005-0127712-00, in the Official Records of Contra Costa County, California, a first amendment thereto being recorded concurrently herewith (the “Lease Agreement”), pursuant to which the Authority leased the Property to the Town and the Town leased the Property from the Authority; WHEREAS, the Authority and the Assignee have heretofore entered into the Assignment Agreement pursuant to which the Authority assigned to the Assignee its right to receive lease payments made by the Town under the Lease Agreement (the “Lease Payments”); WHEREAS, the Town has determined that it is necessary to amend the description of the Property, as set forth in the Site and Facility Lease, the Lease Agreement and the Assignment Agreement to release the existing Site and Facility and to substitute other real property and improvements therefor; WHEREAS, Section 8.3 of the Lease Agreement authorizes amendment of the Site and the Facility Lease, the Lease Agreement and the Assignment Agreement to substitute the Site and/or the Facility, subject to certain conditions precedent set forth therein; and WHEREAS, the Town and the Authority deem it necessary and desirable that the Assignment Agreement be so amended; NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: -2- SECTION 1. Amendment of the Assignment Agreement. (a) The description of the Site contained in Exhibit A to the Assignment Agreement is hereby amended by releasing and terminating from the Assignment Agreement all property described in Exhibit A attached thereto. The resulting description of the Site shall be as described in Exhibit B attached hereto which shall modify and replace in its entirety Exhibit A attached to the Assignment Agreement. (b) The description of the Facility contained in Exhibit B to the Assignment Agreement is hereby amended by releasing and terminating from the Assignment Agreement all improvements described in Exhibit C attached hereto. The resulting description of the Facility shall be as described in Exhibit D attached hereto which shall modify and replace in its entirety Exhibit B attached to the Assignment Agreement. SECTION 2. Assignment Agreement in Full Force and Effect. Except as amended by this First Amendment to Assignment Agreement, the Assignment Agreement remains in full force and effect. SECTION 3. Execution in Counterparts. This First Amendment to Assignment Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 4. Applicable Law. This First Amendment to Assignment Agreement shall be governed by and construed in accordance with the laws of the State of California. -3- IN WITNESS WHEREOF, the Authority and the Assignee have caused this First Amendment to Assignment Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. TOWN OF DANVILLE FINANCING AUTHORITY By Joe Calabrigo Executive Director THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Assignee By Authorized Signatory [NOTARY ACKNOWLEDGMENTS TO BE ATTACHED] Exhibit A Page 1 EXHIBIT A RELEASED SITE All that certain real property situated in Contra Costa County, State of California, described as follows: PARCEL ONE: PORTION OF LOT 1, MAP OF LA VISTA PARK, FILED MAY 8, 1912, MAP BOOK 7, PAGE 158, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: BEGINNING ON THE NORTH LINE OF SAID LOT 1, AT THE EAST LINE OF THE PARCEL OF LAND DESCRIBED AS PARCEL TWO IN THE DEED TO STATE OF CALIFORNIA, RECORDED JANUARY 20, 1961, BOOK 3788, OFFICIAL RECORDS, PAGE 262; THENCE FROM SAID POINT OF BEGINNING SOUTH 89°15’ EAST, ALONG SAID NORTH LINE, 287.49 FEET TO THE WEST LINE OF THE PARCEL OF LAND DESCRIBED AS PARCEL ONE IN SAID DEED TO STATE OF CALIFORNIA; THENCE ALONG SAID WEST LINE, SOUTH 37°02’40” EAST, 219.21 FEET AND SOUTH 34°12’34” EAST, 105.378 FEET TO THE SOUTH LINE OF THE PARCEL OF LAND GRANTED IN THE DEED TO MURIEL M. FISHER, RECORDED MARCH 1, 1948, BOOK 1177, OFFICIAL RECORDS, PAGE 433; THENCE NORTH 89°15’ WEST, ALONG SAID SOUTH LINE, 425.93 FEET TO THE EAST LINE OF SAID PARCEL TWO IN SAID DEED TO STATE OF CALIFORNIA; THENCE NORTH 11°35’51” WEST, ALONG SAID EAST LINE, 263.99 FEET TO THE POINT OF BEGINNING. PARCEL TWO: PORTION OF LOT 18, MAP OF RANCHO EL RIO, FILED MARCH 24, 1910; MAP BOOK 2, PAGE 48, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: A PORTION OF THAT PARCEL OF LAND DESCRIBED IN DEED NO. 17517 TO STATE OF CALIFORNIA RECORDED OCTOBER 11, 1961, BOOK 3971, PAGE 321, OFFICIAL RECORDS OF CONTRA COSTA COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE WESTERLY CORNER OF SAID PARCEL; THENCE ALONG THE NORTHWESTERLY LINE OF SAID PARCEL NORTH 59°10’43” EAST, 44.70 FEET; THENCE SOUTH 37°02’40” EAST, 30.54 FEET TO THE SOUTHERLY LINE OF SAID PARCEL; THENCE ALONG LAST SAID LINE NORTH 88°30’35” WEST, 56.80 FEET TO THE POINT OF COMMENCEMENT. ASSESSOR’S PARCEL NO.: 200-131-005 Exhibit B Page 1 EXHIBIT B DESCRIPTION OF THE RESULTING SITE All that certain real property situated in Contra Costa County, State of California, described as follows: PARCEL A OF PARCEL MAP MS 336-77, FILED AUGUST 31, 1978, BOOK 69 OF PARCEL MAPS, PAGE 31, CONTRA COSTA COUNTY RECORDS. ASSESSOR’S PARCEL NO.: 200-151-051-6 Exhibit C EXHIBIT C RELEASED FACILITY Town office building at 510 La Gonda Way, located on the Site, which houses all of the Town’s administrative offices and the police department. The 20,000 square foot building was initially constructed in 1988, with an extensive remodel and expansion of the police department in 2002. Conference rooms in the building are frequently used for both official Town meetings and for neighborhood and community meetings with various Town departments. Exhibit D EXHIBIT D DESCRIPTION OF THE RESULTING FACILITY The new Town police facility at 500 La Gonda Way, located on the Site, is a former theater built in 2002, purchase by the Town in 2019, renovated in 2020 and occupied in 2022. The 18, 878 square foot, three story building houses the Town’s police department and all police functions. This includes a rotunda with lobby, a large assembly hall, offices, conference rooms, locker rooms, gym, break rooms, restrooms, evidence room, armory, two staircases, and one elevator. Most of the space is used as offices. Holding cells, armory, evidence rooms, etc. are located in the basement. Although the improvements were originally constructed for a community performing arts theater, the Town made significant interior renovations to convert its use for the police department. RESOLUTION NO. 53-2024 APPROPRIATING FUNDS FROM THE LOW AND MODERATE HOUSING FUND FOR EXPENSES RELATED TO 510 LA GONDA WAY HOUSING WHEREAS, the Town of Danville owns the real property located at 510 La Gonda Way, which has General Plan and zoning designations allowing multi-family housing; and WHEREAS, the Town intends to dispose of the property for residential development to ; and WHEREAS, in order to take the steps necessary to prepare the property for disposition, it is necessary to retain consultants to prepare necessary documents and reports; and WHEREAS, these Moderate Housing Fund; now therefore, be it RESOLVED, that the Danville Town Council hereby appropriates $25,000 from the Low and Moderate Housing Fund to pay for expenses related to 510 La Gonda Way Housing. APPROVED by the Danville Town Council at a regular meeting on July 16, 2024 by the following vote: AYES: NOES: ABSTAINED: ABSENT: ______________________________ MAYOR APPROVED AS TO FORM: ATTEST: _______________________________ ______________________________ CITY ATTORNEY CITY CLERK ATTACHMENT F