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SECOND AMENDMENT TO AMENDED AND RESTATED
DISPOSITION AND DEVELOPMENT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT (“ARDDA Second Amendment”) is made and entered into effective as of June ____, 2024 (“ARDDA Second Amendment Date”), by and between the CITY OF SAN PABLO, a California municipal corporation (“City”), and DANCO COMMUNITIES, a California corporation (“Developer”).
Recitals
A. The City and the Developer entered into that certain Amended and Restated Disposition and Development Agreement dated March 23, 2023 (“ARDDA”) providing for the sale and development of a portion (“Site”) of that certain real property more commonly known as the former San Pablo City Hall located at 13831 San Pablo Avenue , San Pablo, C alifornia. The City and the Developer amended the ARDDA by that certain First Amendment to Amended and Restated Disposition and Development Agreement (“ARDDA First Amendment”) entered into as of March 19, 2024 (“ARDDA First Amendment Date ”). The ARDDA and the ARDDA First Amendment are hereinafter collectively referred to as the “ARDDA.”
B. The Site consists of two parcels identified as the “Phase 1 Parcel” and the “Phase 2 Parcel,” as more particularly described in the ARDDA. The Developer has taken title to the Phase 1 Parcel and has commenced construction. The Developer has not yet purchased the Phase 2 Parcel. Under the ARDDA, the Developer is required to clo se escrow for the purchase of the Phase 2 Parcel no later than March 23, 2026.
C. The Phase 2 Parcel currently consists of two subparcels. One of the subparcels within the Phase 2 Parcel contains only the Alvarado Adobe Museum (approximately 7,797 square feet of land), and the other subparcel contains the remainder of the Phase 2 Parcel (approximately 104,402 square feet of land). The City and the Developer now desire to exclude the Alvarado Adobe Museum subparcel from the Phase 2 Parcel.
Agreement
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Developer hereby agree as follows:
1. Recitals. The Recitals are true and correct and incorporated herein by this reference.
2. Terms. All undefined terms when used herein shall have the same respective meanings as are given such terms in the ARDDA unless expressly provided otherwise in this ARDDA Second Amendment.
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3. Purpose of this ARDDA Second Amendment; Legal Description. The purpose of this ARDDA Second Amendment is to amend the ARDDA to exclude the Alvarado Adobe Museum subparcel from the Phase 2 Parcel which will allow it to be retained by the City. The “Legal Description of the Site (Phase 1 Parcel and Phase 2 Parcel) ,” Attachment No. 2 of the ARDDA, is hereby amended to delete in its entirety the description of the Alvarado Adobe Museum subparcel referenced as “Phase 2 Parcel, LOT C.”
4. Project Description. The first paragraph of Section 1.1 of the ARDDA is hereby amended in its entirety to read as follows:
“The purpose of this Agreement is to provide for the sale and development of certain real property located within the City (the “Site”). Pursuant to this Agreement, the Developer will acquire the Site from the City and will develop a mixed-use project on the Site containing not less than one hundred (100) units of affordable renta l housing and not less than 7,500 square feet of new ancillary ground floor commercial space, plus the renovation/reuse of the Alvarado Adobe Museum building (3,500 square feet), together with parking and associated amenities (the “Project”). The Project, to be developed in two phases, is more particularly described in the Scope of Development (Attachment No. 4). The Developer proposes to finance the Project through a combination of funding sources, including low income housing tax credits, recycled bonds, and a loan from the City’s Low and Moderate Income Housing Asset Fund (“LMIHAF”), all as more fully described herein.”
5. Project Phasing and Parcels. Section 1.2.2 of the ARDDA is hereby amended in its entirety to read as follows:
“The City and the Developer intend that the Overall Property shall be divided into one parcel that includes only the Blume House Museum, the Bunk House and the Teixeira House (the “Historic Building s Parcel”) , the subparcel occupied by the Alvarado Adobe Museum and two parcels that include the remainder of the former City Hall property, including the Alvarado Adobe Museum (“Phase 1 Parcel” and “Phase 2 Parcel,” together referred to as the “Site”), as generally shown on the Map of the Overall Property, attached hereto as Attachment No. 1. The Phase 1 Parcel consists of approximately 81,825 square feet of land , representing approximately 42.17% of the Site. The Phase 2 Parcel consists of two subparcels containing approximately 112,199104,402 square feet of land , representing approximately 57.83% of the Site . One of the subparcels within the Phase 2 Parcel contains only the Alvarado Adobe Museum and consists of approximately 7,797 square feet of land, and the other subparcel contains the remainder of the Phase 2 Parcel and consists of approximately 104,402 square feet of land. The legal descriptions of the Phase 1 Parcel and the Phase 2 Parcel (including both subparcels) are separately set forth in the “Legal Description of the Site,” attached hereto as Attachment No. 2. The Historic Buildings Parcel is and the subparcel occupied by the Alvarado Adobe Museum are to be retained by the City, and the Site is to be sold to the Developer pursuant to this Agreement. The City and the Developer further intend that the Project shall be developed in two phases. Phase 1 of the Project (hereinafter the “Phase 1 Project”) shall be developed SPB/OldCityHallARDDA2ndAm Page 3 of 5 052724
on the Phase 1 Parcel and shall include the improvements described for the Phase 1 Project in the Scope of Development (Attachment No. 4). Phase 2 of the Project (hereinafter the “Phase 2 Project”) shall be developed on the Phase 2 Parcel and shall include the improvements described for the Phase 2 Project in the Scope of Development (Attachment No. 4).”
6. Consultation with San Pablo Historical & Museum Society . Section 2.5.b. of the ARDDA is hereby deleted in its entirety because the Alvarado Adobe Museum is no longer a part of the Phase 2 Parcel/Phase 2 Project or the Site:
“The San Pablo Historical & Museum Society (the “Historical Society”) was formed in the 1970s to gather and preserve information and materials chronicling the history of the City of San Pablo. Pursuant to an agreement with the City, the Historical Society operates the Alvarado Adobe Museum and the Blume House Museum for viewing by the general public. Both museums were closed during the COVID -19 pandemic restrictions , and as of the Effective Date are operating on a modified schedule. The Alvarado Adobe Museum has been included as a part of the Phase 2 Parcel to be conveyed to and repurposed by the Developer as part of the Phase 2 Project. As described in Section 1.2 of this Agreement, the Alvarado Adobe Museum was built in 1978 and is a reconstruction of the original building, which had been designated as California Historical Landmark No. 512 in 1953 prior to its demolition in 1954. Nevertheless, the reconstructed building is recognized by members of the community as important for its instructional value as an historic reconstruction and as the site of the original adobe structure. Prior to submitting its application for Project design review approval, the Developer agrees to consult with the Historical Society for the purpose of o btaining the Historical Society’s input concerning the use and design of the Alvarado Adobe Museum as part of the Project, in particular, the ability of the Historical Society to continue to display various historical exhibits from time -to-time in some por tion of the Alvarado Adobe Museum building.”
7. Use of Alvarado Adobe Museum . Section 4.1.a. of the ARDDA , and the corresponding restriction in the “Form of Grant Deed, “Attachment No. 5 of the ARDDA, is hereby deleted in its entirety because the Alvarad o Adobe Museum is no longer a part of the Phase 2 Parcel/Phase 2 Project or the Site:
“a. The Alvarado Adobe Museum shall not be demolished but shall be retrofitted and renovated into a full service restaurant or other similar compatible visitor-serving use with historic character, providing space for museum artifacts and exhibits identified by the San Pablo Historical & Museum Society; the use and design concept/layout shall be subject to City approval;”
8. Scope of Development. Section II.B. of the “Scope of Development,” Attachment No. 4 of the ARDDA, is hereby amended in its entirety to read as follows:
“The improvements to be constructed in the second phase on the Phase 2 Parcel (the “Phase 2 Project”) shall consist of fifty (50) residential dwellin g units and 83 parking spaces, plus amenities , together with ground -floor commercial space. Specifically, the residential component shall consist of twenty -three (23) SPB/OldCityHallARDDA2ndAm Page 4 of 5 052724
one-bedroom units, thirteen (13) two -bedroom units, and fourteen (14) three - bedroom units, and the commercial component will consist of approximately 7,500 square feet of newly-built ground floor commercial space and approximately 3,500 square feet of renovated existing space within the historic Alvarado Adobe Museum building.”
9. No Other Modifications. Except as otherwise provided herein, all other terms and provisions of the ARDDA shall remain in full force and effect, unmodified by this ARDDA Second Amendment. To the extent of any inconsistency with the terms and conditions of the ARDDA, the terms and conditions of this ARDDA Second Amendment shall govern . Nothing in this ARDDA Second Amendment shall be deemed to reduce the rights and remedies under the ARDDA.
10. Binding Effect . The provisions of this ARDDA Second Amendment shall be binding upon and inure to the benefit of the heirs, representatives, successors and permitted assigns of the City and the Developer.
11. Governing Law . The provisions of this ARDDA Second Amendment shall be construed and enforced in accordance with the laws of the State of California.
12. Authority. The City and the Developer represent and warrant that they have the requisite authority to bind the entity on whose behalf they are signing.
13. Counterparts. This ARDDA Second Amendment may be executed in any number of counterparts. Any such counterpart, when executed, shall constitute an original of this ARDDA Second Amendment, and all such counterparts when appropriately delivered between the City and the Developer shall constitute one and the same final ARDDA Second Amendment.
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IN WITNESS WHEREOF , the City and the Developer have executed this ARDDA Second Amendment as of the ARDDA Second Amendment Date first set forth above.
“City”
CITY OF SAN PABLO, a California municipal
corporation
By
Matt Rodriguez, City Manager
“Developer”
DANCO COMMUNITIES, a California corporation
By
Chris Dart, President