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HomeMy WebLinkAboutOB Reso 08-2016City of South San Francisco Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Oversight Board ' Resolution: RES 08 -2016 File Number: 16 -945 Enactment Number: RES 08 -2016 RESOLUTION APPROVING THE FORM OF THE AMENDED AND RESTATED MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION FOR DISTRIBUTION OF THE NET PROCEEDS FROM THE DISPOSITION OF PROPERTIES CONVEYED TO THE CITY OF SOUTH SAN FRANCISCO CONSISTENT WITH THE LONG RANGE PROPERTY MANAGEMENT PLAN. WHEREAS, the Successor Agency to the Redevelopment Agency of the City of South San Francisco ( "Successor Agency ") is the owner of certain real property ( "Agency Properties ") located in the City of South San Francisco ( "City "); and WHEREAS, on June 29, 2011, the Legislature of the State of California (the "State ") adopted Assembly Bill xl 26 ( "AB 26 "), which amended provisions of the State's Community Redevelopment Law (Health and Safety Code sections 33000 et seq.); and WHEREAS, pursuant to AB 26 and the California Supreme Court decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., which upheld AB 26 (together with AB 1484, the "Dissolution Law "), the former Redevelopment Agency of the City of South San Francisco was dissolved on February 1, 2012; and WHEREAS, pursuant to the Dissolution Law, the Agency Properties were transferred to the Successor Agency; and WHEREAS, pursuant to the Dissolution Law, the Successor Agency prepared a Long Range Property Management Plan ( "LRPMP "), which was approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco ( "Oversight Board ") on May 21, 2015 and was approved by the California Department of Finance ( "DOF ") on October 1, 2015; and WHEREAS, pursuant to the LRPMP, the City is required to enter into an agreement ( "Master Agreement for Taxing Entity Compensation" or "Agreement ") with the Taxing Entities for the distribution of the net proceeds from the disposition of properties formerly -held by the Successor Agency; and WHEREAS, on February 23, 2016, the Oversight Board for the Successor Agency approved the form of the Master Agreement for Taxing Entity Compensation; and WHEREAS, on February 24 2016, the City Council approved the Master Agreement for Taxing Entity Compensation and authorized the City Manager to execute the Agreement for the City's Page 1 File Number: 16 -945 share; and Enactment Number: RES 08 -2016 WHEREAS, in reviewing the Agreement for approval, the County of San Mateo ( "County ") requested several administrative, non - substantive changes to the Agreement to provide for the City's Finance Department to distribute the net proceeds instead of the County Auditor and to include reporting and auditing provisions to effectuate the change in responsibilities and other minor administrative changes; and WHEREAS, the City Attorney's Office and the County Counsel's Office revised the Agreement to reflect the County's requests and the County Board of Supervisors approved the revised version of the Agreement, now entitled "The Amended and Restated Master Agreement for Taxing Entity Compensation" on October 18, 2016; and WHEREAS, on November 1, 2016, the City Council approved the Amended and Restated Master Agreement for Taxing Entity Compensation; and WHEREAS, in order to ensure that the Oversight Board has reviewed and approved the most recent version of the Agreement, Successor Agency staff recommends that the Oversight Board review and approve the Amended and Restated Master Agreement for Taxing Entity Compensation, attached hereto and incorporated herein as Exhibit A. NOW, THEREFORE, BE IT RESOLVED that the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco hereby take the following actions: (1) Finds and determines that the recitals are true and correct; and Approves the form of the Amended and Restated Master Agreement for Taxing Entity Compensation, attached hereto and incorporated herein as Exhibit A; and Upon execution of a form of the Tax - Sharing Compensation Agreement by the Taxing Entities and the City, authorizes the Successor Agency to convey the Agency Properties to the City by grant deeds and to take any action and execute any documents as may be necessary to implement the conveyance of the Properties to the City, in accordance with the LRPMP, and pursuant to Health and Safety Code section 34181, subdivision (a). At a meeting of the Special Oversight Board to the Successor Agency to the Former Redevelopment Agency on 11/22/2016, a motion was made by Paul Scannell, seconded by Mark Addiego, that this Resolution be approved. The motion passed. Yes: 6 Cullen, Addiego, Christensen, Farrales, Scannell, and Friedman Absent: 1 Krause Page 2 Fite Number: 16 -945 Enactment Number: RES 08 -2016 Attest by ktistd mIrV el� Page 3 AMENDED AND RESTATED MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION This AMENDED AND RESTATED MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION (this "Agreement "), dated as of October 18, 2016, is entered into by and among the City of South San Francisco, a municipal corporation (the "City "), and the following public agencies (each, a "Taxing Entity," collectively referred to herein as the "Taxing Entities," and together with the City the "Parties "): County of San Mateo, a political subdivision of the State of California ( "County ") San Mateo County Community College District San Mateo County Flood Control District San Mateo County Harbor District San Mateo County Resource Conservation District San Mateo County Office of Education South San Francisco Unified School District Willow Gardens Parks and Parkways Maintenance District Bay Area Air Quality Management District RECITALS A. The Successor Agency to the Redevelopment Agency of the City of South San Francisco ( "Successor Agency ") is the owner of certain real property ("Agency Properties ") located in the City of South San Francisco ( "City "); and, B. On June 29, 2011, the Legislature of the State of California (the "State ") adopted Assembly Bill xl 26 ( "AB 26 "), which amended provisions of the State's Community Redevelopment Law (Health and Safety Code sections 33000 et seq.); and, C. Pursuant to AB 26 and the California Supreme Court decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., which upheld AB 26 (together with AB 1484, the "Dissolution Law "), the former Redevelopment Agency of the City of South San Francisco was dissolved on February 1, 2012; and, D. Pursuant to the Dissolution Law, the Agency Properties were transferred to the Successor Agency; and, E. Pursuant to the Dissolution Law, the Successor Agency prepared a Long Range Property Management Plan, which was approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco ( "Oversight Board ") on November 19, 2013, and on May 21, 2015, the Oversight Board approved the Amended Long Range Property Management Plan ( "LRPMP "), which was approved by the California Department of Finance ( "DOF ") on October 1, 2015; and, F. The approved LRPMP identifies nineteen (19) properties to be transferred from the Successor Agency for disposition and development consistent with the LRPMP; and, 1 G. Fourteen (14) of the nineteen (19) properties are to be conveyed by the Successor Agency to the City for the redevelopment activities consistent with the Redevelopment Plan and the LRPMP, and the remaining five (5) (315 Airport Blvd, 401, 411, 421 Airport Blvd, and 405 Cypress Ave) of the nineteen (19) properties are slated for redevelopment activities that are currently under contract with a private developer through an Oversight Board - approved Purchase and Sale Agreement (PSA) and will be conveyed by the Successor Agency directly to the third -party purchaser pursuant to the Oversight Board - approved agreement; and, H. The LRPMP also identifies nine (9) parcels to be transferred from the Successor Agency to the City or the County for governmental uses; and, I. Pursuant to the LRPMP, the Successor Agency's transfer of real property assets to the City for future development is subject to entering into this Agreement with the Taxing Entities for the distribution of any funds received from the sale of such properties; and, J. The Oversight Board - approved Purchase and Sale Agreement (PSA) for the conveyance of six (6) properties by the Successor Agency to the third -party purchaser (216 Miller Ave, 315 Airport Blvd, 401, 411, 421 Airport Blvd, 405 Cypress Ave) provides for the distribution to the Taxing Entities of the net funds received, if any, from the sale of the six (6) properties. NOW THEREFORE, the Parties agree as follows: 1. Purpose. This Agreement is executed with reference to the facts set forth in the foregoing Recitals which are incorporated into this Agreement by this reference. The purpose of this Agreement is to address the allocation of certain prospective revenues among the Taxing Entities that share in the property tax increment ( "Tax Increment ") for property located within the City of South San Francisco, South San Francisco Redevelopment Project (the "Project Area ") formerly administered by the Redevelopment Agency. 2. Special Districts and Funds. The governing boards of certain of the Taxing Entities administer certain special districts and funds that receive allocations of property taxes from the Tax Increment, and are authorized to execute this Agreement on behalf of such special districts and funds as described below. 3. Parcels to be Conveyed for Development Consistent with Plans. Pursuant to the LRPMP, fourteen (14) parcels formerly owned by the Redevelopment Agency will be transferred by the Successor Agency to the City for disposition consistent with the Redevelopment Plan adopted for the Project Area, the Implementation Plans adopted in connection with the Redevelopment Plan, and the City of South San Francisco General Plan (all of the foregoing, collectively, the "Plans "). These 14 parcels (each individually, "Property," and collectively, the "Properties ") are more fully described in Exhibit A (numbers 1 through 14). 4. Parcels to be Conveyed to the City for Governmental Uses. The LRPMP also provides that nine (9) parcels formerly owned by the Redevelopment Agency will be transferred by the Successor Agency to the City or County for continued governmental uses, as described more fully in Exhibit A (letters A through I). No compensation will be paid to the City or to the Taxing Entities in connection with the foregoing transfers. The properties and their uses, and the applicable deed restrictions are described in the LRPMP, a copy of which has been provided to each Taxing Entity. As set forth in the LRPMP and the applicable deed restrictions, in the event that a governmental use 2 ceases, the entity holding the formerly governmental use property will remit any Net Unrestricted Proceeds (defined below) associated with that property to the Taxing Entities in accordance with the procedure outlined in Section 5 below. 5. Compensation to Taxing Entities. The City agrees that, upon the approval by the Oversight Board of the sale price, and consistent with the LRPMP, in connection with the conveyance of any of the parcels comprising the Properties, the City will remit the Net Unrestricted Proceeds (defined below) to the Taxing Entities within 60 days of the consummation of the sale in accordance with each Taxing Entity's proportionate contribution to the Redevelopment Property Tax Trust Fund ( "RPTTF ") of the former Redevelopment Agency of the City of South San Francisco pursuant to California Health and Safety Code Section 34188, as provided by the San Mateo County Controller's Office in connection with the most recent RPTTF distribution. For purposes of this Agreement, "Net Unrestricted Proceeds" means the sale proceeds received by the City for the sale of any parcel included in the Properties, less: (i) costs incurred by the City for expenses incurred in connection with the management and disposition of the Properties, including reasonable and actual costs incurred for property management, maintenance, insurance, marketing, appraisals, brokers' fees, escrow, closing costs, survey, attorneys' and consultants' fees, and other reasonable costs incurred, including reasonable compensation for City staff performing functions associated with the management, maintenance and disposition of the Properties provided that the City shall first apply any revenue generated from license, permit, lease, right -of- entry, or similar agreements received by the City to offset the management, insurance and maintenance costs of the Properties (collectively, "Permissible Expenditures "), and (ii) any proceeds of sale that are restricted by virtue of the source of funds (e.g. grant funds or the proceeds of bonds) that were used for the original acquisition of the Properties. Upon sale of any parcel included in the Properties, along with each Taxing Entity's pro -rata share of the Net Unrestricted Proceeds, the City shall deliver to the Taxing Entities an accounting of all such costs, expenses and restricted proceeds related to that particular parcel ( "Sale Accounting "). 6. Annual Report. Within ninety (90) days after the end of each fiscal year, the City will provide a report to the Taxing Entities that identifies those Properties, or any portion thereof, still held by the City pursuant to the LRPMP ("Annual Report"). This Annual Report will include an accounting of all revenue and Permissible Expenditures related to the Properties for the most recent fiscal year, including funding source (revenue) transactions and expense transactions. In the event that the revenue for any Property exceeds its Permissible Expenditures for a given fiscal year, the City will distribute to each Taxing Entity its pro -rata share of the net revenue for that fiscal year, as described in Section 5, along with the Annual Report. In the event that Permissible Expenditures exceeds revenue for a particular Property for a given year, the City will account for the net deficit and apply any such deficit balance to future years or to the sale of the parcel as set forth in Section 5 of this Agreement. 7. Request for Audit. Within sixty days (60) from the issuance of (a) an Annual Report, or (b) a Sale Accounting pursuant to the disposition of one of the Properties, any Taxing Entity (other than the City) may submit a written request to the City for an audit of the accounting of revenue and Permissible Expenditures contained in the Annual Report or the Sale Accounting, as applicable. Only one such audit on behalf of the Taxing Entities may be requested for any given Annual Report or Sale Accounting. Such audit pursuant to this Section 7 shall include a review of accounting records and other supporting documentation and compliance with sections 5 and 6 of this Agreement. In the event that a request for audit pursuant to this Section 7 is received by the City within sixty (60) days of transmittal of the applicable report, one of the following qualified third - party accounting firm will be retained to conduct the audit as envisioned by this Section: Macias, Gim & O'Connell LLP; Brown Armstrong, Certified Public Accountants; Gallina, LLP; or Williams, Adley & Company -CA, LLP. If none of the aforementioned accounting firms is available to conduct the requested audit within a reasonable period of time, then the taxing entity requesting the audit may propose a different qualified third -party accounting firm to conduct the audit subject to the consent of the City, which consent shall not be unreasonably withheld. The conclusions of such audit, and any report associated therewith, will be shared among all Taxing Entities. The cost of the third -party audit will be paid by the City and included as a Permissible Expenditure against the subject Property (or if the Property has already been sold, against an unsold Property) as contemplated in Sections 5 and 6 of this Agreement. To support any audit envisioned by this Section, City shall maintain all records of any revenues, sales, or Permissible Expenditures incurred in connection with any Property for at least one year after the consummation of the sale of that Property. 8. Sales Procedure and Proceeds. The Parties acknowledge that City is obligated to convey the Properties for development consistent with the Plans. 9. City as Taxing Entity, The Parties hereby acknowledge that the City is also a Taxing Entity for purposes of receiving funds pursuant to Sections 5 and 6 of this Agreement. 10. LRPMP. Health and Safety Code Section 34191.3 provides that once an LRPMP has been approved by DOF, the LRPMP supersedes all other provisions of the statute relating to the disposition and use of the former redevelopment agency's real property assets. 11. Memorandum of Agreement. A memorandum of this agreement, substantially in the form attached hereto as Exhibit B, shall be recorded against the title of each of the Properties. Upon the sale of a Property and distribution of Net Unrestricted Proceeds to the Taxing Entities, the City shall cause to be recorded in the Official Records of San Mateo County a release of the memorandum of this agreement so that the memorandum of this agreement shall be removed from title for the Property sold. 12. Miscellaneous Provisions. 12.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified on the signature pages to this Agreement or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service. 4 12.2 Headings; Interpretation. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties agree that this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it. 12.3 Action or Approval. Whenever action or approval by City is required under this Agreement, the City Manager or his or her designee may act on or approve such matter unless specifically provided otherwise, or unless the City Manager determines in his or her discretion that such action or approval requires referral to City Council for consideration. 12.4 Entire Agreement. This Agreement, including Exhibit A attached hereto and incorporated herein by this reference, contains the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof. 12.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Parties. Any executed counterpart of this Agreement may be delivered to the other Parties by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered. 12.6 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. 12.7 No Third Party Beneficiaries. Except as expressly set forth herein, nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder. 12.8 Parties Not Co- Venturers; Independent Contractor; No Agency Relationship. Nothing in this Agreement is intended to or shall establish the Parties as partners, co- venturers, or principal and agent with one another. The relationship of the Parties shall not be construed as a joint venture, equity venture, partnership or any other relationship. 12.9 Governing Law, Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of San Mateo County, California or in the Federal District Court for the Northern District of California. SIGNATURES ONFOLL0WING PAGES. 5 IN WITNESS WHEREOF, the Parties have executed this Agreement by their authorized representatives as indicated below. CITY OF SOUTH SAN FRANCISCO, A MUNICIPAL CORPORATION By: City Manager Attest by: City Clerk Approved as to form: City Attorney Address for Notices: City of South San Francisco 400 Grand Avenue South San Francisco, California Attention: City Manager SIGNATURES CONTINUE ONFOLL0WING PAGES. The undersigned authorized signatory hereby executes this Agreement on behalf of the County of San Mateo: By: Name: Title: Attest by: Approved as to form: County Counsel Address for Notices: San Mateo County 400 County Center Redwood City, CA 94063 Attention: SIGNATURES CONTINUE ONFOLL0WING PAGES. 7 The undersigned authorized signatory hereby executes this Agreement on behalf of the San Mateo County Flood Control District: By: Name: Title: Attest by: Approved as to form: County Counsel Address for Notices: County of San Mateo Department of Public Works 555 County Center, 5�h Floor Redwood City, CA 94063 Attention: James C. Porter, Director SIGNATURES CONTINUE ONFOLLOWING PAGES. The undersigned authorized signatory hereby executes this Agreement on behalf of the San Mateo County Harbor District: By: Name: Title: Attest by: Approved as to form: General Counsel Address for Notices: General Manager 400 Oyster Point Boulevard, Suite 300 South San Francisco, CA 94080 SIGNATURES CONTINUE ONFOLLORING PAGES. The undersigned authorized signatory hereby executes this Agreement on behalf of the San Mateo County Community College District: By: Name: Title: Attest by: Approved as to form: District Counsel Address for Notices: Director of Community /Government Relations San Mateo Community College District 3401 CSM Drive San Mateo, Ca 94402 -3651 SIGNATURES CONTINUE ONFOLL0WING PAGES. 10 The undersigned authorized signatory hereby executes this Agreement on behalf of the South San Francisco Unified School District: By: Name: Title: Attest by: Approved as to form: District Counsel Address for Notices: Assistant Superintendent, Business Services South San Francisco USD 398 B Street South San Francisco, CA 94080 SIGNATURES CONTINUE ONFOLLOWING PAGES. 11 Theundersigned authorized signatory hereby executes this Agreement on behalf ofthe Willow Parks and Parkways Maintenance District By: Name: Title: Attest by: Approved as to form: District Counsel Address for Notices: Willow Parks and Parkways Maintenance District SIGNATURES CONTINUE ONFOLL0WING PAGES 12 The undersigned authorized signatory hereby executes this Agreement on behalf of the Bay Area Air Quality Management District: By: Name: Title: Attest by: Approved as to form: District Counsel Address for Notices: Bay Area Air Quality Management District 939 Ellis St. San Francisco, CA 94109 Attention: Executive Director SIGNATURES CONTINUE ONFOLL0WING PAGES. 13 The undersigned authorized signatory hereby executes this Agreement on behalf of the San Mateo County Resource Conservation District: By: Name: Title: Attest by: Approved as to form: District Counsel Address for Notices: Kellyx Nelson San Mateo County Resource Conservation District 625 Miramontes Street, #103 Half Moon Bay, CA 94019 SIGNATURES CONTINUE ONFOLL0WING PAGES. 14 The undersigned authorized signatory hereby executes this Agreement on behalf of the San Mateo County Office of Education: By: Name: Title: Attest by: Approved as to form: Counsel Address for Notices: Cheryl Agrawal San Mateo County Office of Education 101 Twin Dolphin Drive Redwood City, CA 94065 15 EXHIBIT A PROPERTIES Parcels to be conveyed consistent with the Plans: Number Disposition Address APN 1. 2. 3. Future Development Former PUC Properties 093 - 312 -050 093 - 312 -060 011 -326 -030 4. Future Development 1 Chestnut Avenue 011-322-030 5. Future Development 201 Grand Avenue 012 -316 -110 6. Future Development 207 Grand Avenue 012 -316 -100 7. Future Development 217 -219 Grand Avenue 012 - 316 -090 012 - 316 -080 8. Future Development 227 Grand Avenue 012 -316 -060 9. Future Development 200 Linden 012 -334 -130 10. Future Development 212 Baden Avenue 012 - 334 -040 11. Future Development 216 Baden Avenue 012 - 334 -030 12. Future Development 905 Linden Avenue 012 - 101 -100 13. Future Development 616 Linden Avenue 012 -174 -300 14. Future Development 700 Linden Avenue 012 -145 -370 A. B. Governmental Use Former PUC Properties 093 - 331 -050 093 - 331 -060 C. Governmental Use 80 Chestnut Avenue 011 - 324 -190 D. Governmental Use 480 N. Canal 014 - 061 -110 E. Governmental Use 296 Airport Blvd. 012 -338 -160 F. Governmental Use 323 Miller Avenue 012 - 312 -070 G. Governmental Use 356 Grand Avenue 012 - 312 -300 H. Governmental Use 306 Spruce Avenue 012 - 302 -140 I. Governmental Use 468 Miller Avenue 012 - 301 -020 16 EXHIBIT B FORM OF MEMORANDUM OF AGREEMENT Recording Requested by and when Recorded, return to: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attention: City Manager EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103,27383 (SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE) MEMORANDUM OF MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION WHEREAS, on June 29, 2011, the Legislature of the State of California (the "State ") adopted Assembly Bill xl 26 ( "AB 26 "), which amended provisions of the State's Community Redevelopment Law (Health and Safety Code sections 33000 et seq.); and, WHEREAS, pursuant to AB 26 and the California Supreme Court decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., which upheld AB 26 (together with AB 1484, the "Dissolution Law "), the former Redevelopment Agency of the City of South San Francisco was dissolved on February 1, 2012; and, WHEREAS, pursuant to the Dissolution Law, former Redevelopment Agency of the City of South San Francisco properties were transferred to the Successor Agency to the Redevelopment Agency of the City of South San Francisco ( "Successor Agency "); and WHEREAS, pursuant to the Dissolution Law, the Successor Agency prepared a Long Range Property Management Plan, which was approved by a resolution of the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco ( "Oversight Board ") on November 19, 2013, and on May 21, 2015, the Oversight Board approved the Amended Long Range Property Management Plan ( "LRPMP "), which was approved by the California Department of Finance ( "DOF ") on October 1, 2015; and, WHEREAS, the approved LRPMP identifies properties to be transferred from the Successor Agency to the City of South San Francisco ( "City ") for the redevelopment activities consistent with the applicable redevelopment plan and the LRPMP; and WHEREAS, the Successor Agency has transferred to the City the properties listed in Attachment 1 for redevelopment activities consistent with the Redevelopment Plan and the LRPMP ( "Properties "); and 17 WHEREAS, pursuant to the LRPMP and the Dissolution Law, the City is required to enter into an agreement for the distribution of any net proceeds received from the sale of such Properties ( "Agreement ") with the following taxing entities (collectively, "Taxing Entities "): County of San Mateo, a political subdivision of the State of California San Mateo County Community College District San Mateo County Flood Control District San Mateo County Harbor District San Mateo County Resource Conservation District San Mateo County Office of Education South San Francisco Unified School District Willow Gardens Parks and Parkways Maintenance District Bay Area Air Quality Management District; and, WHEREAS, the City and the Taxing Entities have entered into said Agreement. NOW THEREFORE be it known that this Memorandum of Agreement will be recorded in the San Mateo County Recorder's Office and shall become a record on those Properties, as more particularly described in Attachment 1. Said Memorandum of Agreement shall be released from a Property when such Property has been sold and the net unrestricted proceeds have been distributed to the Taxing Entities. Dated: Attest: City Clerk, City of South San Francisco 18 Mike Futrell, City Manager City of South San Francisco ATTACHMENT I PROPERTIES Properties subject to the Master Agreement for Taxing Entity Compensation: Number Disposition Address APN 1. 2. 3. Future Development Former PUC Properties 093 - 312 -050 093 - 312 -060 011- 326 -030 4. Future Development 1 Chestnut Avenue 011 - 322 -030 5. Future Development 201 Grand Avenue 012 -316 -110 6. Future Development 207 Grand Avenue 012 -316 -100 7. Future Development 217 -219 Grand Avenue 012- 316 -090 012 - 316 -080 8. Future Development 227 Grand Avenue 012 -316 -060 9. Future Development 200 Linden 012- 334 -130 10. Future Development 212 Baden Avenue 012 - 334 -040 11. Future Development 216 Baden Avenue 012 - 334 -030 12. Future Development 905 Linden Avenue 012 -101 -100 13. Future Development 616 Linden Avenue 012 -174 -300 14. Future Development 700 Linden Avenue 012 -145 -370 2722727.1 19