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HomeMy WebLinkAbout2013-01-23 e-packetP.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 CITY HALL LARGE CONFERENCE ROOM, TOP FLOOR 400 GRAND AVENUE WEDNESDAY, JANUARY 23, 2013 2:00 p.m. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the Oversight Board for the Successor Agency to the City of South San Francisco Redevelopment Agency will hold a Special Meeting on Wednesday, the 23' day ofjanuary, 2013, at 2:00 p.m., in the Large Conference Room, 'Fop Floor at City Hall, 400 Grand Avenue, South San Francisco, California. In accordance with California Government Code Section 54957.5, any writing or document that. is a public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a regular meeting will be made available for public inspection in the City Clerk's Office located at City Hall. If, however, the document or writing is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San Francisco, California 94080. In compliance with Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the South San Francisco City Clerk's Office at (650) 877-8518. Notification 48 hours in advance of the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. Neil Cullen Selected by: Largest Special District of the type in H&R Code Section 34188 Vice Chair Denise Porterfield San Mateo County Superintendent of Schools Deputy Superintendent, Fiscal and Operational Services San Mateo County Office of Education Alternate: Patti Emsberger Assistant Superintendent, Business Services South San Francisco Unified School District Board Members: Mark Addiego Councilmember, City of South San Francisco Alternate: Barry Nagel City Manager, City of South San Francisco Gerry Beaudin Principal Planner, City of South San Francisco Barbara Christensen Director of Community/Government Relations, San Mateo County Community College District Reyna Farrales Deputy County Manager, San Mateo County Paul Scannell Counsel Craig Labadie Selected by. Mayor of the City of South San Francisco Mayor of the City of South San Francisco Chancellor of California Community College San Mateo County Board of Supervisors San Mateo County Board of Supervisors (Public Member) Advisory• Marty Van Duyn — Assistant City Manager, City of South San Francisco Jim Steele — Finance Director, City of South San Francisco Steve Mattas — City Attorney, City of South San Francisco Krista Martinelli — City Clerk, City of South San Francisco Armando Sanchez — Redevelopment Consultant, City of South San Francisco - 10 Impow. . . .. . .... . PLEDGE OF ALLEGIANCE OVE RSIGHT BOARD MEETING JANUARY 23, 2013 AGENDA PAGE AGENDA REVIEW PUBLIC COMMENTS Comments from members of the public on items not on this meeting agenda. The Chair may set time limit for speakers. Since these topics are non- agenda items, the Board may briefly respond to statements made or questions posed as allowed by the Brown Act (Government Code Section 54954.2). However, the Board may refer items to staff for attention, or have a matter placed on a future agenda for a more comprehensive action report. 1571046.190-Mus 1. Motion to approve the Minutes of the Regular Meeting of December 11, 2012 and January 15, 2013. 2. Resolution approving a Due Diligence Review ("DDR") of the Remaining Cash and Cash Equivalents Available for Disbursement to Taxing Entities from the Non-housing Funds of the Former Redevelopment Agency of the City of South San Francisco after such DDR was presented for Board Review and Public Comment at the Special Meeting of January 15, 2013. 3. Resolution approving Contract Amendment for Brookwood Group for Property Disposition Analysis. 4. Future Agenda Items. a) Property Disposition Plan. b) Presentation related to and Next Steps for Calculating RDA Share of Unfunded Retirement and Retiree Health Liabilities. b) ROPS and Administrative Budget for the July 1, 2013 to December 31, 2013 time period. 5. February Meeting Schedule. Fj 1101618) 111140 & I a ON OVERSIGHT BOARD MEETING JANUARY 23, 2013 AGENDA PAGE 14F.11 OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 CITY HALL LARGE CONFERENCE ROOM, TOP FLOOR 400 GRAND AVENUE PLEDGE OF ALLEGIANCE AGENDA REVIEW None. Efflxm�� 2:00 P.M. Time: 2:00 pm Present. Bo,ardmembers Addiego, Beaudin, Christensen, Farrales and Scannell, Vice Chairperson Porterfield and Chairperson Cullen. Absent. None. W lAm Comments from members of the public on items not on this meeting agenda. The Chair may set time limit for speakers. Since these topics are non-agenda items, the Board may briefly respond to statements made or questions posed as allowed by the Brown Act (Government Code Section 54954.2). However, the Board may refer items to staff for attention, or have a matter placed on a future agenda for a more comprehensive action report. None. 1. Motion to approve the Minutes of the Regular Meeting of November 13, 20 12. Motion- Boardmember Scannell/Second- Boardmember Addiego: to approve the Minutes of the Regular Meeting of November 13, 2012. Unanimously approved by voice vote. 2. Discussion item on Proposition I A implications of County Controller's methodology for allocating Redevelopment Property Tax Trust Fund (RPTTF) Proceeds. Boardmember Christensen introduced the item as she had requested that it be brought for discussion before the Board. She focused the discussion on the Proposition 1A implications of the County Controller's methodology for allocating RPTTF funding to the Board and other oversight boards. The AB26 methodology for calculating payments to taxing entities contemplates that the County Auditor pay enforceable obligations and administration fees for the Successor Agency and then take the residual and apply the pool of A138 factors against it. Pass-through Agreements that were more than the amount would be cut back to the AB8 amount. If the amount was less than the A138 amount, then less supplemental funding would be distributed. Boardmember Christensen stated that the County is making the calculations exactly how DOF wants it to and she was not suggesting any wrongdoing in this regard. The question posed was whether or not there was a violation of Prop IA. Prop 1A, which was passed in 2004, established that the legislature cannot alter A138 shares of taxing entities unless it declared a fiscal emergency by a 2/3 vote in both houses. AB 1484, which revised the methodology for calculating pass-through payments, was not passed with a 2/3 vote and there was no fiscal emergency. She stated that the question therefore, was whether or not this was constitutional. Based on the above, Boardmember Christensen suggested organizing a coalition consisting of a couple of oversight boards, city agencies, school districts and college districts to jointly go to legislators and ask them to seek an Attorney General's Opinion on the constitutionality of this item. Vice Chairperson Porterfield noted she might be conflicted out of taking a position on this matter due to the structure of several of the school districts she represents. Boardmember Scannell questioned whether the pass - through agreements would be observed or not, Boardmember Christiansen responded that the calculation method has to maintain the AB8 share that each taxing entity would take of the residual amount. In this County, it is only the County that has pass-through agreements that are above their AB8 factor- thereby changing the pro-rata AB8 share of the residual. Finance Director Steele stated that if the County is splitting off the remainder after it has already made the pass-throughs without capping any one entity's total receipts at what its AB8 factor is, then it is getting more than what its AB8 factor is. It would be receiving its pass-throughs, plus its A138 share. Boardmember Scannell noted that the pass-through is the obligation of the RDA. OVFRSIGHTBOARD REGULAR MEETING DECEMBER 11, 2012 AGENDA PAGE 2 Boardmember Christensen agreed, but questioned the constitutionality of it. Boardmember Scannell noted that the Controller is doing what the State is instructing it to do. He stated that although there were two ways to interpret the law, he believed it was being applied fairly. Counsel Roush stated that there was already a working group of oversight board legal counsel considering the matter. The attorney group contemplated seeking an Attorney General's Opinion, but was reluctant to pursue one since the Attorney General's Office advises the Department of Finance. He opined it might be better to seek a legislative clarification or litigate the matter. Boardmember Addiego thanked Boardmember Christensen for bringing the issue to his attention. He did not feel as though he was in a position to determine whether a coalition was necessary; however, he planned to bring the issue to his Council for discussion. Boardmembers further discussed the matter and determined that based upon their varying representations, a coalition amongst themselves was not advisable at this time. Boardmembers planned to discuss the issue with their respective agencies. 3. a) Discussion of the State of California Department of Finance (DOF) response to the Chairman of the Oversight Board's letter requesting guidance on unfunded pension and retirement health liabilities (unfunded liabilities) being an enforceable obligation of the Successor Agency (SA) of the South San Francisco Redevelopment Agency (RDA). b) Possible Oversight Board (OB) direction to staff on developing a request to include unfunded liabilities on a subsequent Recognized Obligations Payment Schedule (BOPS). Boardmember Cullen addressed the Board regarding the response he received from DOF pertaining to his request for guidance on unfunded pension and retirement health liabilities. He stated that based on the response, he believed it was up to the Board to decide how it would proceed with respect to this matter. Boardmember Christensen advised that in Redwood City staff had developed a methodology for calculating unfunded pension liability, which yielded a figure of $1.9 million. CaIPERS recalculated the percentage of positions and the expected liability dropped to less than $800 thousand. She questioned whether South San Francisco staff had approached CalPERS for this calculation. Finance Director Steele stated there would have to be some Board determination on which City employees would be included in the calculation before CalPERS could be approached. Boardmembers recalled the list South San Francisco staff had provided in an initial ROPE discussion, which included police officers, electrical technicians, engineering staff and street maintenance workers, among others. Boardmembers requested more information regarding the RDA nexus to make a determination on the RDA function of these employees. Finance Director Steele responded that staff could prepare a report identifying the employees that OVERSIGHT BOARD REGULAR MEETING DECEMBER 11, 2012 AGENDA IIAGE3 served RDA functions and explaining the service and charge to the RDA. He would provide percentage of time spent on RDA matters where needed. Once this list is presented to the Board at a future meeting and the Board selects a group of employees to include in the analysis, then he would approach CalPERS regarding the PERS cost. He reminded the Board that the OBEP cost would still need to be addressed. He was hopeful that the OPEB calculation would become better defined once the full time employee matter was more definitive. 4. Discussion and direction related to Reorganization of the Oversight Board. Motion- Boardmember Christensen/Second- Boardmember Addiego- to set reorganization date for the Oversight Board Chair and Vice Chair for discussion and approval annually in June to take effect on July 1. Unanimously approved by voice vote. 5. Closed Session: Real Property Negotiations (Pursuant to Government Code Section 54956.8) Related to: I Chestnut Avenue Negotiating Parties: Oversight Board and Successor Agency for the former South San Francisco Redevelopment Agency and Red Cart Market Inc., dba Pet Club Stores. Agency Negotiator: Marty VanDuyn. Red Cart Market Inc., dba Pet Club Stores Negotiator: Vic Catanzaro. Item not heard. 6. Resolution No. 10-2012 approving the Lease between the South San Francisco Successor Agency and Pet Club for the property located at One Chestnut Avenue in South San Francisco. Motion- Boardmember Scannell/ Second- Board member Beaudin: to approve Resolution No. 10- 2012. Unanimously approved by voice vote. Future Agenda Items. a) Property Disposition Plan. Boardmembers determined to maintain this matter as a future agenda item. The discussion and determination related to unfunded Pension and OPEB liability was also added to the list of Future Agenda items. 8, Closed Session: Conference with Legal Counsel - Existing Litigation (Pursuant to Government Code 54956.9(a)) Metwally v. South San Francisco Successor Agency. Closed Session opened: 2:53 p.m. OVERSIGHT BOARD REGULAR MEETING DECEMBER 11, 2012 AGENDA PAGE Open Session resumed: 3:05 p.m. Report out of Closed Session: Counsel Roush advised that the Board met in closed session to discuss the closed session item identified on the Agenda. As a result of that discussion, the Board determined it would like to add an urgency item to the Agenda. Specifically, Counsel for the Oversight Board and the Successor Agency requested that the Oversight Board add an item to the agenda to consider a Resolution approving a Settlement Agreement with Dalal Metwally, Omar and Bassamat Bahnasy, the City and the Successor Agency. Counsel Roush explained that the need for the item arose after the Agenda was posted and action on the item was necessary before the Board met again in regular session. Motion— Boardmember Addiefzo/ Second— Boardmember Christensen: to add consideration of a Resolution approving a Settlement Agreement with Dalal Metwally and Omar and Bassaniat Bab-nasy to the present Agenda for consideration as an urgency item. Unanimously approved by voice vote. Motion— Boardmernber Addiego/Seco-nd— Boardmember Farrales: to approve Resolution No. 11- 012. Unanimously approved by voice vote. ADJOURNMENT Motion- Vice Chairperson Porterfield/ Second- Chairperson Cullen: to adjourn the meeting. Unanimously approved by voice vote. Pursuant to the above motion, Chairperson Cullen adjourned the meeting at 3:07 pm. Submitted: M� US A�aJ. ��' Ili t-er. Neil Cullen, Chairperson City 0 c sco ty o ..uth San Oversight Board for the Successor Agency to the City of South San Francisco Redevelopment Agency OVERSIGHT BOARD REGULAR MEETING DECEMBER 11, 2012 AGENDA PACE 5 SPECIAL MEETING M�AFT MINUTES OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 CALL TO ORDER Time: 2:00 p.m. PLEDGE OF ALLEGIANCE None. Present: Boardmembers Addiego, Beaudin, Christensen and Scannell and Chairperson Cullen. Absent: Boardmember Farrales and Vice Chairperson Porterfield. Led by Boardmember Scannell. Comments from members of the public on items not on this meeting agenda. The Chair may set time limit for speakers. Since these topics are non-agenda items, the Board may briefly respond to statements made or questions posed as allowed by the Brown Act (Government Code Section 54954.2). However, the Board may refer items to staff for attention, or have a matter placed on a future agenda for a more comprehensive action report. Qns M 1. Presentation of Due Diligence Review (DDR)- Non-Housing Funds available for distribution to taxing entities. Director of Finance Steele presented the staff report advising that the RDA dissolution process called for by AB 1484 had a second and final DDR piece related to Non-Housing funds. The Board would receive the Review today, which would begin a five (5) day public review/comment period. The Board would convene again on January 23, 2013 to take further comment and consider approval of the DDR. Upon approval, the Board's Resolution approving the DDR and the DDR would be sent to the State Department of Finance ("DOF"), Director Steele called out for the Board the three (3) points below related to the DDR Report: 1) City Owned Land valued at $8.76 million (Item 2C, Page 3 of Report). The Auditor identified City owned land that it believed should be transferred to the Successor Agency. Staff accepted the Auditor's recommendation. Director Steele advised that to this point, the City held on its books certain property purchased in March 2011 pursuant to months of negotiation and located in the Downtown Central Redevelopment Area. Pursuant to the three (3) party Purchase and Sale Agreement amongst the City, the RDA and the Gonzalez Family Trust, the RDA provided funding to purchase the property and title immediately rested with the City, Staff believed that this was not a transfer of land, so did not report this transaction to the state. Based on the Auditor's recommendation, the land would now be transferred to the Successor Agency and included in the Property Disposition Analysis the Board would work on over the next six (6) months, 2) Funds set aside in Bond Escrow Account (Item 8, Page 6 of Report). As approved by the Successor Agency, the Oversight Board and DOF in BOPS 1, funds were set aside in the bond escrow account to call the 2006 RDA Bonds. The Auditor pointed out that the formal Trust Agreement was not memorialized until September 2012, which was after the June 30, 2012 cut-off date of the DDR. Staff s response clarified that regardless of the finalization date of the fori-nal trust, the funds were properly set aside as of June 30�, 2012. 3) Funds set aside for Oyster Point Ventures ("OPV") Disposition and Development Agreement ("DDA") (Item 8, Page 7 of Report). As approved by the Successor Agency, the Oversight Board and DOF in BOPS 1, $6 million was set aside for the OPV DDA. The Auditor pointed out that a formal Escrow Agreement was not entered by June 30, 2012. Staff's response clarified that regardless of the finalization date of the Escrow Agreement, the funds were properly set aside as of June 30, 2012. In addition, since that time, a formal Escrow Account Agreement had been executed with the Bank of New York. Funds will be disbursed from the Successor Agency to the Bank of New York after the DDR is approved by the Oversight Board. Boardinember Christensen questioned whether staff had any new information as to commencement of the OPV Development. Assistant City Manager and Director of Economic and Community Development Van Duyn advised that the market would dictate development. At a minimum, however, certain milestones included in the DDA had trigger dates in 2016 and 2017. Chairperson Cullen questioned whether any members of the public wished to comment on the report. There were no comments. OVERSIGHT BOARD JANUARY 15, 2013 MINUTES PAGE 2 Chairperson Cullen advised the Board would consider this item for approval at a Special Meeting scheduled for January 23, 2013 at 2:00 p.m. 2. Loan agreements between the City of South San Francisco and the Successor Agency to the Redevelopment Agency of South San Francisco for payment of several enforceable obligations. a. Resolution No. 1-2013 of the Successor Agency to the Redevelopment Agency of the City of South San Francisco approving a Loan Agreement in the amount of $210,635.50 with the City of South San Francisco to allow the Successor Agency to make payments related to a Settlement Agreement for a claim that had been on prior recognized obligations payment schedules. b. Resolution No. 2-2013 of the Successor Agency to the Redevelopment Agency of the City of South San Francisco approving a Loan Agreement in the amount of $27,937.50 with the City of South San Francisco to allow the Successor Agency to make a recognized obligation payment for debt service bonds issued by the former Redevelopment Agency. c. Resolution No. 3-2013 of the Successor Agency to the Redevelopment Agency of the City of South San Francisco approving a Loan Agreement in the amount of $74,160.71 with the City of South San Francisco to allow the Successor Agency to make payments for several non-housing recognized obligation payment expenses incurred but not invoiced until after June 30, 2012. Chairperson Cullen expressed his understanding that the loan agreements reflected in the proposed Resolutions were necessary due to issues related to timing of payment. Director of Finance Steele confirmed that the Successor Agency and Oversight Board had approved enforceable obligations that did not coincide with the ROPS schedules, due to the timing of payments. The recommended loans from the City to the Successor Agency would create new obligations of the Successor Agency based on items already included as enforceable obligations on previous BOPS. The City would pay the invoices when due and the Successor Agency would reimburse the City without interest upon approval in the next RODS cycle. Interest would only be charged upon default. Boardmember Scannell queried what would happen to the original item reflected on previous ROPS. Director Steele advised the funding item would still be reflected on the BOPS, but as part of the true-up process, leftover monies would be deducted from the reflected entitlements. At Chairperson Cullen's request, Director Steele advised that "LAIP stood for Local Agency Investment Fund. OVERSIGHT BOARD JANUARY 15, 2013 MINUTES PAGE 3 In response to inquiry by Boardmember Scannell, Director Steele advised that since the DDR cut-off date was June 30, 2012, these proposed transactions would not have been included in the Review. Motion — Boardmember Scannell/Second— Boardmember Christensen: to approve Resolutions Nos. 1-2013, 2-2013 and 3-2013. Approved by the following voice vote. AYES: Boardinembers Addiego, Beaudin, Christensen and Scannell and Chairperson Cullen; NOES: None; ABSTAIN: None; ABSENT: Boardmember Farrales and Vice Chairperson Porterfield. 3. Future Agenda Items. a) Property Disposition Plan. b) Review of Former Redevelopment (RDA) Employee Staffing, and Next Steps for Calculating RDA Share of Unfunded Retirement and Retiree Health Liabilities. c) ROPS and Administrative Budget for the July I to December 31, 2013 time period. Chairperson Cullen advised that it was anticipated that Director Steele would provide preliminary information related to the FTE/RDA Employee staffing unfunded pension and liabilities matter at the next meeting. Director Steele advised he planned to provide information related to FTEs that served the RDA, including percentages and capacity at that time. This would permit the Board to ultimately identify the employees to be included in the calculation at which point he could approach CalPERS and/or an Actuary to perform the cost calculation. ADJOURNMENT Motion — Boardmember Scannell/Second— Boardmember Beaudin: to adjourn the meeting. Approved by the following voice vote: AYES: Boardmembers Addiego, Beaudin, Christensen and Scannell and Chairperson Cullen; NOES: None; ABSTAIN: None; ABSENT- Boardmember Farrales and Vice Chairperson Porterfield. Pursuant to the above motion, Chairperson Cullen adjourned the meeting at 2:19 p.m. Submitted] Approved: J. MHti peli' Ci Clerk Neil Cullen, Chairperson "South San Fra cnsco Oversight Board for the Successor Agency to the City of South San Francisco Redevelopment Agency OVERSIGHT BOARD JANUARY 15, 2013 MINUTES PAGE 4 DATE: January 23, 2013 TO, Members of the Oversight Board FROM: Jim Steele, Finance Director SUBJECT: RESOLUTION APPROVING A DUE DILIGENCE REVIEW OF THE REMAINING CASH AND CASH EQUIVALENTS AVAILABLE FOR DISBURSEMENT TO TAXING ENTITIES FROM THE NON-HOUSING FUNDS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO It is recommended that the Oversight Board approve the attached resolution which approves the Due Diligence Review (DDR), which was duly noticed, agendized, and presented at the January 15, 2013 Oversight Board meeting. No public comments were received at that meeting. By: Approved: Jim teele Marty Van Duyn )ul Manager a Director of Fin ice Director Assistant City Manager Economic and Community Development Attachments: Resolution Due Diligence Review Dated 119113 JS/MVD/ed NOW I INN U 0"AN1913 Will NOWN RESOLUTION APPROVING A DUE DILIGENCE REVIEW OF THE REMAINING CASH AND CASH EQUIVALENTS AVAILABLE FOR DISBURSEMENT TO TAXING ENTITIES FROM THE NON-HOUSING FUNDS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO WHEREAS, AB 1.484 contains procedures for a due diligence review ("DDR") of the all former Redevelopment Agency funds (the "funds"); and WHEREAS, staff acquired the services of a Certified Public Accountant approved by the County of San Mateo, Badawi and Associates ("Badawi") to perform the DDR; and WHEREAS, a DDR was already performed of the Successor Agency housing funds and was approved on October 19, 2012, which resulted in $27,802,350 being returned to taxing entities; and WHEREAS, a draft of the non-housing funds DDR was timely provided to the Oversight Board, the County Auditor-Controller, the State Controller and the State Department of Finance; and WHEREAS, a public comment session was duly noticed, agendized and held on January 15, 2013 in which the remaining non-housing funds DDR was presented to the Oversight Board (the "Board"); and WHEREAS, no public comments, and no opinions from the County Auditor- Controller, were received by the Board; and WHEREAS, a follow-up public meeting was held on January 23, 2013, which was more than the required five working days after the public comment session date; and WHEREAS, the results of the non-housing funds DDR, after being certified by the State Department of Finance ("DOF"), will result in distribution of any remaining non-housing funds as of June 30, 2012 to the respective taxing entities; and WHEREAS, the Board and DOF had previously authorized under Recognized Obligations Payment Schedule I (ROPS) that any remaining dollars from former Redevelopment Funds that were not otherwise spent or obligated on June 3,0, 2012 would be placed into a bond escrow account to call the 2006 Redevelopment Agency of South San Francisco Tax Allocation Bonds at their first call date on approximately September 1, 2016; and WHEREAS, the Board had made this decision on funding a bond escrow account as part of BOPS I in order to save all taxing entities over $30 million in foregone interest expense over the remaining terms of the 2006 Bonds; and WHEREAS, there is approximately $4.27 million able to be deposited into the bond escrow account after all other non-housing enforceable obligations have been met. NOW, THEREFORE, the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco does hereby: L approve the non-housing DDR performed by Badawl and Associates dated January 9, 2013, which is attached hereto and incorporated herein by reference, and 2. confirm the determination of the DDR that the amount of cash and cash equivalents that are available for disbursement to taxing entities as determined in Exhibit 9 of the DDR is $0, and 3. confirms the consequent retention of $4.27 million in _funds for the purpose of calling the 2006 Redevelopment Agency of South San Francisco Tax Allocation Bonds for the purpose described herein, and 4. direct Successor Agency staff to request that the City convey the former Gonzalez properties referenced in Exhibit 2 of the DDR to the Successor Agency and upon such conveyance to include those properties in the long-range property management plan that addresses the disposition and use of the real properties of the former redevelopment agency, and S. authorize the Oversight Board Chairperson or Vice Chairperson to sign this Resolution and any other documents as required by the State Department of Finance, and to transmit to the State Department of Finance and the County Auditor-Controller a copy of this Resolution and the attached non-housing funds DDR. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of South San Francisco at a special meeting held on the 23 d day of January, 2013 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: 202958,4.1 Clerk P1 it San Cl*ty ire° rrp �,,,,w j�% o ( /i Vii, �� �r / �,,: raj % ��, � D %/001// % / rf � � �; � % /// n �2/ /P !.. % /an „ %,,. %,,,. / Redevelopment / OFj I I P2 BADAWI&ASSOCUTES AN 04 CALIFORNIA ASSEMBLY BILL NO. 1484 To the Oversight Board of the City of South San Francisco Redevelopment Agency's Successor Agency South San Francisco, California We have performed the procedures enumerated below, which were agreed to by the City of South San Francisco Redevelopment Agency's Successor Agency (Successor Agency), solely to assist you in meeting the requirement of the due diligence review of the aggregate remaining funds of the Successor Agency, as required by the California Assembly Bill No. 1484. The Successor Agency's management is responsible for all schedules and exhibits prepared for this due diligence review. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in the report. Consequently, we make no representation regarding the sufficiency of the procedures described below, either for the purpose for which this report has been requested or for any other purpose. The procedures performed and our results are described below: 1. Obtain from the Successor Agency a listing of all assets that were transferred from the former redevelopment agency to the Successor Agency on February 1, 2012. Agree the amounts on this listing to account balances established in the accounting records of the Successor Agency. Identify in the Agreed-Upon Procedures (AUP) report the amount of the assets transferred to the Successor Agency as of that date. See Exhibit 1. Results: No exceptions were noted as a result of our procedures. 2. If the State Controller's Office has completed its review of transfers required under both sections 34167.5 and 34178.8 and issued its report regarding such review, attach a copy of that report as an exhibit to the AUP report. The State Controller's Office review has not occurred, therefore we Will perform the following procedures: A, Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the former redevelopment agency to the city, county, or city and county that formed the redevelopment agency for the period from January 1, 2011 through January 31, 2012. For each transfer, determine that the Successor Agency described the purpose of the transfer and described in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. See Exhibit 2 for listing of transfers. Address: . • L Phone: I Fax! - ' P3 To the Oversight Board of the City of South San Francisco Redevelopment Agency's Successor Agency South San Francisco, California Page 3 B, Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Successor Agency to the city, county, or city and county that formed the redevelopment agency for the period from February 1, 2012 through June 30, 2012, For each transfer, determine that the Successor Agency described the purpose of the transfer and described in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. C. For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required any transfer. Results: Accountant reviewed the transfers and noted that a transfer was made to the City in the amount of $8,762,821 for the acquisition of real properties pursuant to a Purchase and Sale Agreement by and amongst the Gonzales Family Trust, the City of South San Francisco and the Redevelopment Agency of South San Francisco, The Purchase and Sale Agreement was dated June 23, 2011, and the former RDA expended the acquisition funds. Pursuant to the Section 3 of the Purchase and Sale Agreement, an enforceable obligation, the City of South San Francisco received title to the properties via escrow on September 2, 2011. Notwithstanding the existence of an enforceable obligation related to the transfer of funds, the Successor Agency should request that the City convey the former Gonzalez properties to the Successor Agency for disposition by the Successor Agency. See Exhibit 2. 3. If the State Controller's Office has completed its review of transfers required under both Sections 34167.5 and 34178.8 and issued its report regarding such review, attach a copy of that report as an exhibit to the AUP report, The State Controller's Office review has not occurred, therefore we will perform the following procedures: A. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the former redevelopment agency to any other public agency or to private parties for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report B. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Successor Agency to any other public agency or private parties for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. C. For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required any transfer. Note in the AUP report the absence of any such legal document or the absence of language in the document that required the transfer. Results: Procedures not applicable. There were no transfers made to public agencies or to private parties. P4 To the Oversight Board of the City of South San Francisco Redevelopment Agency's Successor Agency South San Francisco, California Page 4 4. Perform the following procedures: A. Obtain- from the Successor Agency a summary of the financial transactions of the Redevelopment Agency and the Successor Agency for the following fiscal periods: June 30, 2010; June 30, 2011, January 31, 2012 and June 30, 2012. B. Ascertain that for each period presented, the total of revenues, expenditures, and transfers accounts fully for the changes in equity from the previous fiscal period by comparing to the Successor Agency's accounting records. C. Compare amounts in the schedule relevant to the fiscal year ended June 30, 2010 to the state controller's report filed for the Redevelopment Agency for that period. D. Compare amounts in the schedule for the fiscal year ended June 30, 2011 to the audited Basic Financial Statements, and the schedules for other fiscal periods presented to account balances on the general ledger Reports. Results: No exceptions were noted as a result of our procedures, See Exhibit 3. 5. Obtain from the Successor Agency a listing of all assets of the Aggregate Remaining RDA Funds as of June 30, 2012 for the report that is due December 15, 2012, For the Aggregate Remaining RDA Funds, the schedule attached as an exhibit will include only those assets of the Aggregate Remaining RDA Funds that were held by the Successor Agency as of June 30, 2012. Agree the assets so listed to recorded balances reflected in the accounting records of the Successor Agency. See Exhibit 4 for the listing. Results: No exceptions were noted as a result of our procedures. C. Obtain from the Successor Agency a listing of asset balances held on June, 30, 2012 that are restricted for the following purposes: A. Unspent bond proceeds: i. Obtain the Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures, amounts set aside for debt service payments, etc.) ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation. iii. Obtain from the Successor Agency a copy of the legal document that sets forth the restriction pertaining to these balances. B. Grant proceeds and program income that are restricted by third parties: i. Obtain the Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures). ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation. P5 To the Oversight Board of the City of South San Francisco Redevelopment Agency's Successor Agency South San Francisco, California Page 5 iv. Obtain from the Successor Agency a copy of the grant agreement that sets forth the restriction pertaining to these balances, and verify the existence of language restricting the use of the balances. C. Other assets considered to be legally restricted: i. Obtain the Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures). ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation. iii. Obtain from- the Successor Agency a copy of the legal document that sets forth the restriction pertaining to these balances, and verify the existence of language restricting the use of the balances. Results: No exceptions were noted as a result of procedure 6A and 6C. Procedures were not performed for 6B because there were no applicable asset balances that were restricted, D. Attach the above mentioned Successor Agency prepared schedule(s) as an exhibit to the AUP report. For each restriction identified on these schedules, we indicate in the report the period of time for which the restrictions are in effect. If the restrictions are in effect until the related assets are expended for their intended purpose, this is indicated in the report. Results: See Exhibit 5, 7. Perform the following procedures: A. Obtain from the Successor Agency a listing of assets as of June 30, 2012 that are not liquid or otherwise available for distribution (such as capital assets, land held for resale, long-term receivables, etc.) and ascertain if the values are fisted at either purchase cost (based on book value reflected in the accounting records of the Successor Agency) or market value as recently estimated by the Successor Agency. B. If the assets listed at 7(A) are listed at purchase cost, trace the amounts to a previously audited financial statement (or to the accounting records of the Successor Agency) and note any differences. C. For any differences noted in 7(B), inspect evidence of disposal of the asset and ascertain that the proceeds were deposited into the Successor Agency trust fund. If the differences are due to additions (this generally is not expected to occur), inspect the supporting documentation and note the circumstances. D. If the assets listed at 7(A) are listed at recently estimated market value, inspect the evidence (if any) supporting the value and note the methodology used. If no evidence is available to support the value and/or methodology, note the lack of evidence. P6 To the Oversight Board of the City of South San Francisco Redevelopment Agency's Successor Agency South San Francisco, California Page 6 Results., No exception noted to procedures 7A and 7B. No procedures were performed for procedures 7C and 7D because there was no difference noted in procedure 7(B) and assets listed at 7(A) are listed at purchase costs, See Exhibit 6. 8. Perform the following procedures: A. If the Successor Agency believes that asset balances need to be retained to satisfy enforceable obligations, obtain from the Successor Agency an itemized schedule of asset balances (resources) as of June 30, 2012 that are dedicated or restricted for the funding of enforceable obligations and perform the following procedures. The schedule should identify the amount dedicated or restricted, the nature of the dedication or restriction, the specific enforceable obligation to which the dedication or restriction relates, and the language in the legal document that is associated with the enforceable obligation that specifics the dedication of existing asset balances toward payment of that obligation. i. Compare all information on the schedule to the legal documents that form the basis for the dedication or restriction of the resource balance in question. ii, Compare all current balances to the amounts reported in the accounting records of the Successor Agency or to an alternative computation. ffL Compare the specified enforceable obligations to those that were included in the final Recognized Obligation Payment Schedule approved by the California Department of Finance. iv. Attach as an exhibit to the report the listing obtained from the Successor Agency. Identify in the report any listed balances for which the Successor Agency was unable to provide appropriate restricting language in the legal document associated with the enforceable obligation. Results: Management believes there are dedicated or restricted assets that need to be retained to satisfy enforceable obligations. Accountant noted that one obligation, RODS Item #59, for $1,575.91 of the $10,803.41, did not have legal agreements however Accountant reviewed the invoices related to these expenditures. These items were included on ROTS I which was approved by the Department of Finance to be financed with the reserves held by the Successor Agency. These items were accrued due to timing of invoices. See Exhibit 7. Accountant also noted that RODS Item #75, funds to defease the 2006 Tax Allocation Bond reserve, the trust agreement between the Agency and the Bank of New York was created after June 30, 2012 imposing the restriction on these funds. For RODS Item #18, these funds are dedicated to fund the Oyster Point Ventures LLC DDA, which the Agency plans to create an escrow account to reserve these funds in fiscal year 2013. See Exhibit 7. 9 To the Oversight Board of the City of South San Francisco Redevelopment Agency's Successor Agency South San Francisco, California Page 7 Management Response: ROPS item 75 is a set aside for a bond retirement account authorized by ROPS 1. On May 17, 2012 the Oversight Board approved, and on May 27, 2012 the State Department of Finance also approved the final ROPS 1. This item is a not to exceed maximum of $60 million to be set aside from all available Successor Agency funds as of June 30, 2012 after all other enforceable obligations had been met in an escrow account to pay off the 2006 RDA Bonds at their first call date on September 1, 2016. Note that the Oversight Board made the decision to fund this account so that all the taxing entities will all share in a total of $34 million in savings from foregone interest expenses over the remaining 19 year term of the bonds. Funds were segregated in the Successor Agency's accounts as of 6/30/12 for this bond set aside, and the formal escrow agreement with the Bank of New York was executed and funded in September 2012. The 11-12 $6 million for ROPS row 18 is a reserve set aside. On May 17, 2012, the Oversight Board approved ROPS 1 and on May 27 the State DOF approved it. ROPS 1 included $6 million in FY 11-12 to set aside reserves to fund the Agency's obligation to pay for land and infrastructure improvements to facilitate the opening of a biotechnology campus. The Disposition and Development Agreement (DDA) is with Oyster Point Ventures LLC, The DDA is dated and executed on March 23, 2011. Once the project is completed, all taxing entities will benefit from a very substantial increase in property taxes from this development, The Oversight Board also approved a funding plan of $3.0 million per ROPS period, or $6 million annually, to have funds set aside in reserve to pay for the Agency's obligation for this item. The reserve is estimated to be fully funded by the end of FY 15-16 and the work associated with the infrastructure improvements is anticipated to occur sometime after that. B. If the Successor Agency believes that future revenues together with balances dedicated or restricted to an enforceable obligation are insufficient to fund future obligation payments and thus retention of current balances is required, obtain from the Successor Agency a schedule of approved enforceable obligations that includes a projection of the annual spending requirements to satisfy each obligation and a projection of the annual revenues available to fund those requirements and perform the following procedures: i. Compare the enforceable obligations to those that were approved by the California Department of Finance. Procedures to accomplish this may include reviewing the letter from the California Department of Finance approving the Recognized Enforceable Obligation Payment Schedules for the six month period from January 1, 2012 through June 30, 2012 and for the six month period from July 1, 2012 through December 31, 2012. ii, Compare the forecasted annual spending requirements to the legal document supporting each enforceable obligation. a. Obtain from the Successor Agency its assumptions relating to the forecasted annual spending requirements and disclose in the report major assumptions associated with the projections. iii. For the forecasted annual revenue: a. Obtain from the Successor Agency its assumptions for the forecasted annual revenues and disclose in the report major assumptions associated with the projections, Results: Management has represented to us that they believe restricted and dedicated assets and projected revenues, will be sufficient to fund enforceable obligations. Management has demonstrated this in Exhibit 7. P8 To the Oversight Board of the City of South San Francisco, Redevelopment Agency's Successor Agency South San Francisco, California Page 8 C. If the Successor Agency believes that projected property tax revenues and other general purpose revenues to be received by the Successor Agency are insufficient to pay bond debt service payments (considering both the timing and amount of the related cash flows), obtain from the Successor Agency a schedule demonstrating this insufficiency and apply the following procedures to the information reflected in that schedule. i. Compare the timing and amounts of bond debt service payments to the related bond debt service schedules in the bond agreement. ii. Obtain the assumptions for the forecasted property tax revenues and disclosed major assumptions associated with the projections. iii. Obtain the assumptions for the forecasted other general purpose revenues and disclosed major assumptions associated with the projections. Results: Management has represented that future property tax revenues will be sufficient to pay bond debt service payments. See Exhibit 7. D. If procedures A, B, or C were performed, calculate the amount of current unrestricted balances necessary for retention in order to meet the enforceable obligations by performing the following procedures. i. Combine the amount of identified current dedicated or restricted balances and the amount of forecasted annual revenues to arrive at the amount of total resources available to fund enforceable obligations. ii. Reduce the amount of total resources available by the amount forecasted for the annual spending requirements. A negative result indicates the amount of current unrestricted balances that needs to be retained. iii. Include the calculation in the AUP report. Results: No exceptions were noted as a result of our procedures. See Exhibit 7. 9. If the Successor Agency believes that cash balances as of June 30, 2012 need to be retained to satisfy obligations on the Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2012 through June 30, 2013, obtain a copy of the final ROPS for the period of July 1, 2012 through December 31, 2012 and a copy of the final ROPS for the period January 1, 2013 through June 30, 2013. For each obligation listed on the ROPS, verify the Successor Agency added columns identifying (1) any dollar amounts of existing cash that are needed to satisfy that obligation and (2) the Successor Agency's explanation as to why the Successor Agency believes that such balances are needed to satisfy the obligation. Results: Management has represented to us that they believe the cash balance as of June 30, 2012 do need to be retained to satisfy obligations on the Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2012 through June 30, 2013. No exceptions were noted as a result of our procedures. See Exhibit 8. P9 To the Oversight Board of the City of South San Francisco Redevelopment Agency's Successor Agency South San Francisco, California Page 9 10. Obtain a schedule detailing the computation of the Balance Available for Allocation to Affected Taxing Entities. Amounts included in the calculation have been agreed to the results of the procedures performed in each section above. The schedule included a deduction to recognize amounts already paid to the County Auditor-Controller on July 12, 2012 as directed by the California Department of Finance. The amount of this deduction presented has been agreed to evidence of payment. Schedule was attached as Exhibit 9. Results: No exceptions were noted as a result of our procedures. 11. Obtain a representation letter from Successor Agency management acknowledging their responsibility for the data provided to us and the data presented in the report or in any attachments to the report Determine that management representations included an acknowledgment that management is not aware of any transfers (as defined by Section 34179.5) from either the former redevelopment agency or the Successor Agency to other parties for the period from January 1, 2011 through June 30, 2012 that have not been properly identified in the AUP report and its related exhibits. Results: Management provided a representation letter on January 9, 2013. We were not engaged to and did not conduct an examination, the objective of which would be the expression of an opinion on the accompanying schedules attached to this report, Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of the State of California Department of Finance, the Successor Agency Oversight Board and management of the Successor Agency and is not intended to be and should not be used by anyone other than these specified parties. However, this report is a matter of public record and its distribution is not limited. Badawi and Associates Certified Public Accountants Oakland, California January 9, 2013 City of South San Francisco Redevelopment Agency's Successor Agency Exhibit I- Listing of All Assets Transferred From the Former Redevelopment Agency (Aggregate Remaining RDA funds) to the Successor Agency on Febru!a 1, 2012 Asset Cash Fund 861 Cash Fund 610 [1] Cash Premium /Discount Amort Cash Unrealized Gains/ Losses Cash with Fiscal Agent Real Prop" Personal Property Net Loans Receivable Advances Other Receivables Total All Assets Account in Fund 861 Amount 11101 $ 63,888,743 11101 77,279 11116 (761,189) 11117 1,023,740 11110 11,643,539 16101,16201,16921 47-360,817 16400,16401,16402,16500,16941,16940,16942,16950 36,220 11230,11231,11209 804,456 11260 14,678,821 11208,11210 424,090 139,176,51,7 P10 0 0 U a w p c� eea ao ado <C C �c V �' ar .. 4 cv b � 'C H 0 0 I it �u 0 ro a e n� cr d U 0 0 0 0 r � a O 0. m:,. ^.c. 2 Z • <2 F u In a,c4_ G N eR KS [csG in vs d+. ryey .GG.. ty w o 0 o d Al z Fi E; 1 ;3 - - i t = "R a) a ,, o a m al OD 40 omc�7 mw!i' e� + unry •d�© d ��,fty�r nwua a occqq rvrnrn'cv an. a0 m +.o up .o. BLS '�fa V� N h i� 'H� "'eM o0 to e% ,•-� "rM tG u'y OG c oc°�a�oa�s c 6 6 F R o�noa awn' one cv cQv rd ry c� ry Rv cv - to N car r rw ry c t c5 ci il'i. CD v v N 0 u n" tv ou � u Y �•�+ 0. a F3 -5 u n w �-0 a Ok w a4 o ao ca v < 0 f X14 a y A CZ 0 ti V 0 1 v . b " of P11 e67 RS m cY� Ch �i? R4 Rt, fit"} 2 ca E5 c'�' rr ,-, r� ea m P «� 4 � C. ',r-� L0 �n �y -M rn rte. ra ® �r, o a m al OD 40 omc�7 mw!i' e� + unry •d�© d ��,fty�r nwua a occqq rvrnrn'cv an. a0 m +.o up .o. BLS '�fa V� N h i� 'H� "'eM o0 to e% ,•-� "rM tG u'y OG c oc°�a�oa�s c 6 6 F R o�noa awn' one cv cQv rd ry c� ry Rv cv - to N car r rw ry c t c5 ci il'i. CD v v N 0 u n" tv ou � u Y �•�+ 0. a F3 -5 u n w �-0 a Ok w a4 o ao ca v < 0 f X14 a y A CZ 0 ti V 0 1 v . b " of P11 P12 City of South San Francisco Redevelopment Agency's Successor Agency Exhibit 3-Summ= of the Financial Transactions of the Redevelument A &en!x and the Successor Agenm !Ao&ate Remaining RDA funds Redevelopment Agency Redevelopment Agency Redevelopment Agency Successor Agency 12 Months Ended 12 Months Ended 7 Months Ended 5 Months Ended June 30, 2010 June 30, 2011 Janu!a 31, 201,2 June 30, 2012 Assets (modified accrual basis) Cash and Investments $ 48,998,469 $ 4,983,943 $ 63,966,023 $ 75,035,193 Receivables: 31,365,065 21,869,249 5,908,671 2-I03,738 Accounts 44,488 50,413 - - Accrued interest 309,721 166=9 424,090 291,405 Loans Receivable 873,895 1,651,536 804,456 704,822 Other - - - 5,367 Restricted cash and investments 29,925,974 13,196,692 27,955,843 Cash with fiscal agent - - 10,882,351 5,447,919 Cash Unrealized Gain /premium /discount - - 1,023,740 (176,618) Advance to City 18,706,362 14,690,839 14,678,821 14,120,927 Total Assets $ 98,858,899 $ 34,739,652 $ 91,779,480 $ 95,429,016 Liabilities (modified accrual basis) Accounts payable Deposits Deferred revenue Other Payable Accrued Expenses Equity 111121 $ 6,283,102 $ 6,730,I06 $ 500 500 500,000 - - 53,203 Total Liabilities 6,783,602 6,7&1,8G9 92,075,297 27,955,843 91,702,201 95,354,855 11,389 $ 74,161 65,890 - 77,279 74,161 Total Liabilities and Equity $ 98,858,899 $ 34,739,652 $ 91,779,480 $ 95,429,016 Total Revenues $ 39,870,737 $ 39,938,349 $ 20,059,532 $ 6,076,812 Total Expenditures 31,365,065 21,869,249 5,908,671 2-I03,738 Total Net Transfers (See detail next page) (8,101,386) (73,396,227) 49,595,498 (170,420) Adjustments to Fund balance [1] [2] (8,792,327) 50,000 Extraordinary Item - - 91,702,201 Net change in equity 404,286 (64,119,454) 63,746,358 95,354,8551 Beginning Equity; 91,671,011 92,075,297 27,955,843 Ending Equity- $ 92,075,297 $ 27,955,843 $ 91,702,201 $ 95,354,,955 hher information (show year end balances for all four periods presented): Capital assets as of end of year $ 39,111,513 $ 692,708 $ 47,397,037 $ 47,359,86; Long-term debt as of end of year $ 71,953,000 $ 70,306,000 $ 68,759,000 $ 68,594,00( Pollution Remediation Liability $ 537,000 $ 537,000 $ 537,000 $ 537,001 [l] Fund balance was reduced by $8,792,327.28 as of 3/10/2011. City Council forgave the advance from RDA to the Parking Fund for construction of the Downtown Parking Garage, (This Parking Garage was in the former Downtown RDA Project Area), [2] Loan adjustment between New City Housing Fund and Successor Agency Fund to repay the Successor Agency Fund. P13 City of South San Francisco Redevelopment Agency's Successor Agency Exhibit 4- Listing of All Assets of the Aggregate Remaining RDA Funds as of June 30, 2012 .Asset Account in Fund 861 Amount Cash 11101 75,035,193 Cash Prenuum /Discount Amort 11116 (1,146,542) Cash Unrealized Gains /Losses 11117 969,924 Cash with Fiscal Agent 11110 5,447,919 Subtotal Cash,/Cash Equivalents $ 80,306,493 Real Property 16101,16201„ 16921 $ 47,331,840 16400,16401,16402,16500, Personal. Property 16941,16940,16942, 16950 28,023 Net Loans Receivable 11230,11231,11209 704,822 Advances 11260 14,120,927 Accounts Receivable 5,367 Other Receivables 11208,11210 291,405 Subtotal. Non- Liquid Assets $ 62,482,385 Total All Assets $ 142,788,878 rA ri W SV 2 f% tfy Lv,) 4. El 4 .2 aY d Ch C4 lip u 0 ri a, 4A 4UJ a) m u P3 u o u 1 > cry N cq u l a. '0 c 0 41 0 u w w U rtS ^p C) < � t g :3 lo V 0 u to -Z Cy r4 rl) o Md V4 is tC5 GO en cry m Rn Id, 46S El Pr 0100 10 � L6 L6 11011 P14 4 .2 aY d Ch Pr 0100 10 � L6 L6 11011 P14 4 .2 C4 lip 4A 4UJ a) u P3 u o u 1 > lu lo V 0 C) Cy r4 rl) o Md V4 tC5 GO en Rn ID Pr 0100 10 � L6 L6 11011 P14 City of South San Francisco Redevelopment Agency's Successor Agency Exhibit 6- Listing of All orlon- Liquid Assets of the Aggregate ,,,Remaining RDA Funds as of June 30, 201.2 Asset Real Property Personal Property Net Loans Receivable Advances Accounts Receivable Other Receivables Total Non- Liquid Assets Account in Found 861 16101,16201,16921. 16400,16401,16402,16500, 16941,16940,16942, 16950 11230,11231,11209 11260 11208,11210 Amount $ 47,331,840 28,023 704:,822 14,120,927 5,367 291,405 62,482,385 P15 Fr s is AT 21 IMP 08.zi—-, I -H 2" I; 9z 8. t 142N WHE.2 Ew E r. r I ' 'E '—g 08, o H t E23® e t A A P16 t2 Yi fl us zl -I .1 .6 61 1 fb C, 1 -1 2, z 9 ci 3. �d o i m 7 E E :E u E Ell! 1� u w, c u m .1 ir Fr s is AT 21 IMP 08.zi—-, I -H 2" I; 9z 8. t 142N WHE.2 Ew E r. r I ' 'E '—g 08, o H t E23® e t A A P16 i d y0 WY w C cr e E fl dX n p Y. v' °v ®n g9�go m ® @ IN m - H ! ro c @ryc J3— i ° p®. mss E �o � 'I2, � pp° { a � Ec •� �,� W Ana° ° %gO �. P17 q u f• ue F � m rn LL� ry u � S p w @ x LiLss O N pp M m W r � u cr 4 �? e Y W a o °. a M r E G o IS @ 9 a cr e E fl dX n p Y. v' °v ®n g9�go m ® @ IN m - H ! ro c @ryc J3— i ° p®. mss E �o � 'I2, � pp° { a � Ec •� �,� W Ana° ° %gO �. P17 lot uj 0 Lupq 0 0 R ui IL ui i- 015 Lt. uj LLJ :E z 0 U) :3 m 0 a w N z 0 0 L) w ui Mn PIS Ct 0- ; r Ct q a 0 gVE z IAO Nil Lu 0 o C, raj 9 16 g cil 9 d 9 9 9 —0 4q a w m C5 vi C) T a V Od 8 D 0 8 8 v 0 g a 0 1 9 8 0 8 E 0 0 IR W C N 75 m g g 16 tl 4Q Z P% M 0 0 N IQ R V p. A 16 So a cy 8 .2 41 So 1 m m w t t V V. to -E 'E E E E E 0 E 0 E E E C al i 9 0 0 0 wl m s in w 0 co 0 w 0: 0 w fe E &D S.7 0 -Z q 0 a aE g So 8 IF Z: z t t 1 T am La e -E -c 8, q 20 CO > ml m m 7:1 >1 w w w Q Jul, A E .2 0- a- e s �2 a iA E E E i Z 0 < < k Et M Z Z it 5 z 0 IL (L 9 8 tr ri 0. 0 our MD I m w CL (L z z I z PIS 1,19 City of South San Francisco Redevelopment Agency's Successor Agency Exhibit 9- Summary of Balances Available for Allocation to Affected Taxing Entities for Aggregate Remaining RDA Funds Period ended June 30, 201.2 SUMMARY OF BALANCES AVAILABLE FOR ALLOCATION TO AFFECTED TAMNG ENTITIES Total amount of assets held by the successor agency as of June 30, 2012 (procedure 5) $ 142,788,879 Add the amount of any assets transferred to the city or other parties for which an enforceable obligation with a third party requiring such transfer and obligating the use of the transferred assets did not exist (procedures 2 and 3) Less assets legally restricted for uses specified by debt (5,459,958) covenants, grant restrictions, or restrictions imposed by other governments (procedure 6) Less assets that are not cash or cash equivalents (e,g., physical assets) - (procedure 7) (62,482,385) Less balances that are legally restricted for the funding of an enforceable obligation (net of projected annual revenues available to fund those obligations) - (procedure 8) (65,600,399) Less balances needed to satisfy RODS for the 2012-13 fiscal year (procedure 9) (9,246,137) Less the amount of payments made on July 12, 2012 to the County Auditor - Controller as directed by the California Department of Finance Amount to be remitted to county for disbursement to taxing entities $ Redevelopment Successor Agency Oversight Board 3 DATE: January 23, 2013 TO, Members of the Oversight Board FROM: Marty Van Duyn, Assistant City Manager SUBJECT: ADOPT A RESOLUTION APPROVING AN AMENDMENT TO THE AGREEMENT WITH BROOKWOOD GROUP FOR CONSULTING SERVICES IN THE AMOUNT OF $49,500 9 a I: and I Logi It is recommended that the Oversight Board adopt a resolution authorizing an amendment to the agreement with Brookwood Group in the amount of $49,500 for consulting services and authorize the City Manager or his designee to execute the amendment. Pursuant to Health and Safety Code Section 34191.5 (AB 1484), the Successor Agency has established a Community Redevelopment Property Trust Fund to administer the former redevelopment agency's properties. Successor Agency staff is working to prepare a long-range property management plan to address the disposition and use of the properties of the former redevelopment agency. The Property Management Plan will include parcel data, estimated values, and a listing of 1) properties for retention for governmental use pursuant to subdivision (a) of Health and Safety Code Section 34181, 2) properties for retention for future development and 3) properties for liquidation. The Community Redevelopment Property Trust Fund has a portfolio of 21 properties consisting of more than 20 acres of land (26 properties and over 24 acres including the former Ford properties). The properties vary in size from 13.2 contiguous acres in the former PUC properties to 0.08 acres in a single lot in the downtown. The former redevelopment agency had plans in various stages to oversee the development of these properties. For example, in the PUC properties, the former redevelopment agency had adopted a development plan that included the acquisition of additional sites in the area, the construction of roads, infrastructure, public amenities and the ultimate development of a new neighborhood consisting of 1,250 residential units and 259,000 square feet of retail space. In the downtown, the Metropolitan Transit Authority had awarded the City a grant to prepare a transit- oriented development plan to foster the construction of high density housing and commercial space. With the end of redevelopment, the Successor Agency staff has been working on preparing a Property Management Plan that will maximize revenue to the taxing agencies through an orderly disposition and development plan. Achieving many of the former redevelopment agency's long term development plans is no longer feasible due to the loss of tax increment, its inability to acquire key sites and its inability to make other necessary investments that would spur private development on the properties. Staff Report Subject: Amendment to Agreement with Brookwood Group Page 2 As a result, the properties as configured today pose both development opportunities and challenges. If the properties are considered individually, it is possible to conclude that some of them are ready for development and can put on the market. However, many other properties face significant location, access, size and shape challenges that make development unlikely or difficult, thus reducing their market value. In many cases, the challenges facing complex sites will be exacerbated if the marketable sites are sold off without considering the impact their sales will have on the remaining complex sites. To ensure that all properties are developable, and thus maximizing the total revenue to the taxing agencies, in November 2012 the Successor Agency entered into an agreement for $25,000 with Brookwood Group, a development management consultant and an architect to carefully review the development potential and marketability of all of the Successor Agency properties. The PUC is by far the most challenging area; the Successor Agency must create a new parcel map in order to ensure every site is developable and marketable. Work completed to date on the PUC properties includes reviewing the historical context of the properties, preparing a revised parcel map, identifying a preliminary development program for the parcels and identifying other potential factors and challenges (such as the need to incorporate the use of BART properties) that will enhance the value of Successor Agency owned properties. Working with the consultants, staff has created a preliminary parcel map for the PUC that it believes will create marketable parcels out of the entire property. However, in order to confirm that the parcel map works as planned, as well as to study the assemblage and development potential of downtown sites, the Successor Agency needs to extend the development consultant's contract to carry out further analysis. The proposed analysis will (see proposal for complete scope of work): Evaluate the development potential of each individual property and parcel in terms of feasibility (physical and financial) and marketability 0 Review development plans for compliance with existing zoning regulations • Review infrastructure needs including minimum improvements needed to maximize developable parcels and impact on development and value of the properties if improvements are not made • Plan and incorporate the uses of adjacent properties owned by BART and the PUC necessary to maximize the feasibility and development potential, and thus value, of Successor Agency owned properties • Advise the Successor Agency on a property disposition phasing plan as development of certain sites will enhance the value of the remaining sites • Evaluate viability of existing structures, development and phasing program and residual land value of Ford properties • Assist staff with preparing Request(s) for Qualifications/Proposals from developers (once parcel mapping and development feasibility study is complete and the Oversight Board and the Department of Finance have approved the Property Management Plan) Staff Report Subject: Amendment to Agreement with Brookwood Group Page 3 CONCLUSION: It is recommended that the Oversight Board adopt a resolution authorizing an amendment to the agreement with Brookwood Group in the amount of $49,500 for consulting services and authorize the City Manager or his designee to execute the Amendment. The Oversight Board authorized $90,000 for consultant services related to property disposition in ROPS III which runs between January I and June 30, 2013. By: Approved; Marty Van Duyn Barry M. Nagel Assistant City Manager City Manager Exhibit: Agreement Amendment Resolution RESOLUTION NO. OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO RESOLUTION APPROVING AN AMENDMENT TO THE AGREEMENT WITH BROOKWOOD GROUP FOR CONSULTING SERVICES IN THE AMOUNT OF $49,500 WHEREAS, AB 1484 (Health and Safety Code Section 34191.5) contains procedures to establish a Community Redevelopment Property Trust Fund and prepare a long-range Property Management Plan that addresses the disposition and uses of the real properties of the former redevelopment agency; and WHEREAS, the Community Redevelopment Property Trust Fund contains 26 properties consisting of more than 24 acres of land; and WHEREAS, on November 2, 2012, the Successor Agency entered into an agreement with Brookwood Group ("Consultant") to review the uses, development potential and marketability of the properties in the Community Redevelopment Property Trust Fund ("Agreement"); and WHEREAS, additional funding for the Consultant in the amount of forty-nine thousand five hundred dollars ($49,500) is necessary in order to complete the analysis and planning needed for the orderly development and disposition of properties; and WHEREAS, the Oversight Board has budgeted $90,000 in BOPS III for consulting services related to the development and disposition of properties owned by the former redevelopment agency WHEREAS, Health and Safety Code Section 34179(e) requires that all actions taken by the Oversight Board shall be adopted by resolution. NOW, THEREFORE, in accordance with the terms set forth in the amendment to the Agreement, the Oversight Board of the Successor Agency of the City of South San Francisco hereby authorizes an additional payment of Forty-Nine Thousand Five Hundred Dollars ($49,50,0) to be made to Consultant. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco at a meeting held on the 23rd day of January, 2013 by the following vote: AYES: NOES: ABSTAIN: ABSENT: MUM 2030827.1 City Clerk I i i 0 CITY OF SOUTH SAN FRANCISCO ACTING AS SUCCESSOR AGENCY AND 06 �12 I C ilj 13011 WHEREAS, CITY and CONSULTANT have entered into an Agreement dated November 2, 2012 whereby CONSULTANT will perform certain services related to the Property Management Plan,; and, WHEREAS, CITY is authorized to pay CONSULTANT a total of Twenty-Five Thousand Dollars ($25,000) for said services; and, WHEREAS, in order to complete the analysis and planning needed for the orderly development and disposition of properties owned by the former redevelopment agency, as described in Exhibit A, CONSULTANT requests additional payment in the amount of Forty- Nine Thousand Five Hundred Dollars ($49,500); and, WHEREAS, pursuant to the Agreement, the City Manager is authorized to provide payment in excess of that stated in the Agreement for additional services performed. NOW THEREFORE, in accordance with the terms set forth in the Agreement, the Oversight Board of the Successor Agency of the City of South San Francisco hereby authorizes an additional payment of Forty-Nine Thousand Five Hundred Dollars ($49,500) to be made to CONSULTANT. CONSULTANT agrees this will be the CITY's total contribution for payment of additional costs and/or services under the Agreement unless additional payments are authorized in accordance with the terms of the Agreement and said terms of payment are mutually agreed to by and between the parties. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. Dated: LN CONSULTANT Approved as to Form: 0 Steven T. Mattas, City Attorney .0 J:\WPD\Mnrsw\405100 I\FORMS\AmendmeTit—additional_payment.doc Barry M. Nagel, City Manager BROOKWOOD GROUP City ofSouth San Francisco Property Management Plan Contract Amendment Proposal Multi-site Scope: Review and Revise conceptual parcel map layouts, as needed Identify minimum infrastructure needs to maximize number of developable parcels Prepare and revise conceptual plan of uses — res�clentlal, retail, office, public Establish value and viability of existing structures and buildings Define highest and best uses mfproperties Work with architects tu develop and/or refine project concept designs, ouneeded Estimate construction and development costs Create wr refine project pm+fnrmas Estimate residual land value based onconcep«uah plan ofuses Estimate public funds needed for projects and the creation of developable parcels Explore and analyze ground lease options at third-party owned parcels (BART, PUC, etc.) Recommend o property disposition phasing and timing strategy Assist with the preparation of overall Property Management Plan and RFQ/P for select properties Total 330 $49,500 %ofb0ings Hourly Rate Assumptions: Hours (estimate) Sites: (estimate) Amount B Camino Real / Chestnut (ECR) 159 $25,360 Ford (Warehouse) 33 $4,958 212-216 Linden 33 $4,950 201 ZI9 Grand Avenue (Grand Cypress) 12 $1'800 Ford (Parking Lot ) 25 $3^750 Ford (Showroom) 33 $4,958 Ford (Miller Lot) 25 $3,758 Other Properties aydirected TBD Total 330 $49,500 %ofb0ings Hourly Rate Assumptions: Rate (estimate) Shepherd M*ery (Principal inCharge) $285 10% Alan Katz (Project Director) $278 V% Je1aw| Dotson (Project Manager and Financial Analyst) $135 98% Project Ad $ Average Rate (Estimate) $150 Duration Assumption: 6vveeko Team Assumptions: 1, Strategic Economics tu prepare Financial Feasibility Analysis/pro forma for ECRpmpemies. Brookwood to provide input to Strategic Economics. 2. Design and Financial Analysis (excluding ECR) will be based on limited design and development information, Aaa result, 8mnkwoud'sanalysis *i0heconceptual. 3. City to contract directly with economic, design, |ega and other consultants. 1/18/2015 DRAFT Page Iuf1