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HomeMy WebLinkAbout052-2024Docusign Envelope ID: 9705C0D1-EA60-409E-9D18-4A4CC51 EC86B 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: Docusign Envelope ID: 9705C0D1-EA60-409E-9D18-4A4CC51 EC86B 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:Arnerich, Fong, Morgan, Stepper, Storer NOES: None ABSENT: None ABSTAIN: None DocuSi ned by: 71735A3F04C942F... City Clerk -2-