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HomeMy WebLinkAbout2016-07-27 e-packet@6:31City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Special Meeting Agenda Wednesday, July 27, 2016 6:31 PM Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA Willow Gardens Parks and Parkways Maintenance District Willow Gardens Parks and Special Meeting Agenda July 27, 2016 Parkways Maintenance District NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the Willow Gardens Parks and Parkways Maintenance District will hold a Special Meeting on Wednesday, July 27, 2016, at 6:31 p.m., in the Municipal Services Building, Council Chambers, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: Call To Order. Roll Call. Agenda Review. Public Comments. MATTERS FOR CONSIDERATION 1. Report regarding a resolution approving a Master Agreement for Taxing Entity Compensation for distribution of the net proceeds from the sale of properties conveyed to the City of South San Francisco consistent with the Long Range Property Management Plan and authorizing the Executive Director of the Board of Willow Gardens Parks and Parkways Maintenance District to execute the Master Agreement for Taxing Entity Compensation. (Ron Gerber, Economic Development and Housing Manager) la. Resolution approving a Master Agreement for Taxing Entity Compensation for Distribution of the net proceeds from the sale of properties conveyed to the City of South San Francisco consistent with the Long Range Property Management Plan and authorizing the Executive Director of the Board of Willow Gardens Parks and Parkways Maintenance District to execute agreement. Adjournment. City of South San Francisco Page 2 Printed on 8/2/2016 ���SK =NSA of South • 0 Staff Report File c'QLIFOR��� .11 ber: 16-555 Agenda Date: 7/27/2016 Version: 1 In Control: Willow Gardens Parks and Parkways Maintenance District Agenda Number: 1. P.O. Box 711 (City Hall, 400 Grand Avenue) out San Francisco, CA Status: Consent Calendar File Type: Staff Report Report regarding a resolution approving a Master Agreement for Taxing Entity Compensation for distribution of the net proceeds from the sale of properties conveyed to the City of South San Francisco consistent with the Long Range Property Management Plan and authorizing the Executive Director of the Board of Willow Gardens Parks and Parkways Maintenance District to execute the Master Agreement for Taxing Entity Compensation. (Ron Gerber, Economic Development and Housing Manager) ..label RECOMMENDATION It is recommended that the Board of the Willow Gardens Parks and Parkways Maintenance District adopt a resolution approving a Master Agreement for Taxing Entity Compensation for distribution of the net proceeds from the sale of properties conveyed to the City of South San Francisco consistent with the Long Range Property Management Plan ( LRPMP) and authorizing the Executive Director of the Board of Willow Gardens Parks and Parkways Maintenance District to execute agreement. BACKGROUND Currently, there are 10 property tax entities with jurisdiction in the City of South San Francisco ( "City "). The South San Francisco City Council ( "City Council ") is the governing body for the City's share of the property tax (16.73 percent of the total), and also serves as the Board of the Willow Gardens Parks and Parkways Maintenance District (which is entitled to a 0.12 percent share of total revenues). The proposed action by the Board of the Willow Gardens Parks and Parkways Maintenance District ( "Board ") will ensure that the Willow Gardens Parks and Parkways Maintenance District receives its 0.12 percent portion of future net proceeds from the sale of former Redevelopment Agency properties. In February 2016, the City Council approved the Master Agreement for Taxing Entity Compensation for the City's share (Attachment 1). The current proposed action before the Board is only related to the Willow Gardens Parks and Parkways Maintenance District's share. Consistent with the Successor Agency's LRPMP (approved by the California Department of Finance on October 1, 2015), the Successor Agency will convey 11 properties to the City for redevelopment activities (Attachment 2). Eventual compensation for the 11 properties will be paid to the taxing entities described in the Master Agreement for Taxing Entity Compensation and the applicable Purchase and Sale Agreements. City of South San Francisco Page 1 Printed on 81212016 File Number: 16 -555 CONCLUSION Staff recommends that the Board of Willow Gardens Parks and Parkways Maintenance District adopt a resolution approving a Master Agreement for Taxing Entity Compensation for distribution of the net proceeds from the sale of properties conveyed to the City of South San Francisco consistent with the LRPMP and authorize the Executive Director of the Board of Willow Gardens Parks and Parkways Maintenance District to execute the Master Agreement for Taxing Entity Compensation. Attachments: 1. Master Agreement for Taxing Entity Compensation 2. Properties to be Conveyed City of South San Francisco Page 2 Printed on 81212016 Attachment 1 MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION This MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION (this "Agreement "), dated as of , 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 Colma Creek Flood Control Zone and Subzones San Mateo County Harbor District San Mateo County Resource Conservation District County Education Tax 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 ( "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, 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 07/15/2016 G. Eleven (11) 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 eight (8).of the nineteen (19) properties are slated for redevelopment activities that are currently under contract with private developers through Oversight Board - approved Disposition and Development Agreements (DDA), Purchase and Sale Agreements (PSA) or Exclusive Negotiating Rights Agreements (ENRA) and will be conveyed by the Successor Agency to third -party purchasers pursuant to the Oversight Board - approved agreements; and, H. The LRPMP also identifies nine (9) parcels to be transferred from the Successor Agency to the City for governmental uses; and, L 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 funds received, if any, from the sale of such properties; and, J. The Oversight Board - approved Purchase and Sale Agreements (PSA) for the conveyance of the nine (9) properties by the Successor Agency to third -party purchasers will provide for the distribution to the Taxing Entities of the net funds received, if any, from the sale of the nine (9) 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, a list of all of the Taxing Entities and the applicable tax rate apportioned to each individual entity is contained in Exhibit B, attached hereto. 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. Coup . Funds. The County administers the following special districts and funds, and in addition to entering into this Agreement for the County itself, the County is authorized to, and has entered into and executed this Agreement on behalf of the following: County of San Mateo San Mateo County Flood Control District Colma Creek Flood Control Zone and Subzones 4. Parcels to be Conveyed for Development Consistent with Plans. Pursuant to the LRPMP, eleven (11) 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, 2 07/15/2016 and the City of South San Francisco General Plan (all of the foregoing, collectively, the "Plans "). These 11 parcels (collectively, the Properties ") are more fully described in Exhibit A. 5. 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 for continued g o v e rn m e n t a 1 uses. 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. 6. Compensation to Taxing Entities. The City agrees that, 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 San Mateo County Auditor - Controller for distribution to the Taxing Entities in accordance with each Taxing Entity's pro -rata share of Tax Increment. 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 or lease agreements (of less than one year per term) received by the City to offset the management, insurance and maintenance costs of the Properties, 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. The City shall deliver to the Taxing Entities an accounting of all such costs, expenses and restricted proceeds. 7. Sales Procedure and Proceeds. The Parties acknowledge that City is obligated to convey the Properties for development consistent with the Plans. 8. City as Taxing Entity. The Parties hereby acknowledge that the City is also a Taxing Entity for purposes of receiving funds pursuant to Section 6 of this Agreement. 9. Compensation Agreement. 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. 10. Miscellaneous Provisions. 10.1 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 3 07/15/2016 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. 10.2 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. 10.3 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. 10.4 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. 10.5 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. 10.6 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. 10.7 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. 10.8 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. 10.9 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 ONFOLLOWING PAGES. 4 07/15/2016 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 ONFOLLOWING PAGES. 5 07/15/2016 The undersigned authorized signatory hereby executes this Agreement on behalf of the County of San Mateo and the entities and funds set forth in Section 3 of this Agreement: 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 ONFOLLOWING PAGES. 6 07/15/2016 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 ONFOLLOWING PAGES. 7 07/15/2016 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: County Counsel Address for Notices: Director of Community /Government Relations San Mateo Community College District 3401 CSM Drive San Mateo, Ca 94402 -3651 SIGNATURES CONTINUE ONFOLLOWING PAGES. 8 07/15/2016 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: Counsel Address for Notices: Assistant Superintendent, Business Services South San Francisco USD 398 B Street South San Francisco, CA 94080 SIGNATURES CONTINUE ONFOLLOWING PAGES. 9 07/15/2016 The undersigned authorized signatory hereby executes this Agreement on behalf of the Willow Parks and Parkways Maintenance District By: Name: Title: Attest by: Approved as to form: Counsel Address for Notices: Willow Parks and Parkways Maintenance District SIGNATURES CONTINUE ONFOLLOWING PAGES. 10 07/15/2016 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: Counsel Address for Notices: Bay Area Air Quality Management District 939 Ellis St. San Francisco, CA 94109 Attention: Executive Director 11 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 12 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 13 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 I Chestnut Avenue 011 - 322 -030 5. Future Development 227 Grand Avenue 012 - 316 -060 6. Future Development 200 Linden 012 - 334 -130 7. Future Development 212 Baden Avenue 012 - 334 -040 8. Future Development 216 Baden Avenue 012 - 334 -030 9. Future Development 905 Linden Avenue 012 - 101 -100 10. Future Development 616 Linden Avenue 012 - 174 -300 11. 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 14 EXHIBIT B TAXING ENTITIES AND TAX- ALLOCATION Tax Entity/Fund % Total County of San Mateo 25.77% City of South San Francisco 16.73% South San Francisco Unified School District 43.91% San Mateo County Community College District 7.38% San Mateo County Flood Control District Colma Creek Flood Control Zone and Subzones 1.64% Willow Gardens Parks and Parkways Maintenance District 0.12% Bay Area Air Quality Management District 0.23% San Mateo County Harbor District 0.38% San Mateo County Resource Conservation District 0.00% San Mateo County Education Tax 3.84% Total 100.00% 2679596.1 15 Attachment 2 Properties to be Conveyed under Permissible Use Category 1. Former PUC Property, APN 093 -312 -050 2. Former PUC Property, APN 093 - 312 -060 3. Former PUC Property, APN 011 - 326 -030 4. 1 Chestnut Avenue, APN 011- 322 -030 5. 227 Grand Avenue, APN 012 -316 -070 6. 200 Linden and 212 -216 Baden Avenue, APN 012 - 334 -130 7. 200 Linden and 212 -216 Baden Avenue, APN 012 - 334 -040 8. 200 Linden and 212 -216 Baden Avenue, APN 012- 334 -030 9. 905 Linden Avenue, APN 012 - 101 -100 10. 616 Linden Avenue, APN 012 -174 -300 11. 700 Linden Avenue, APN 012 - 145 -370 ���SK =NSA of South • 0 Staff Report File c'QLIFOR��� .11 ber: 16-557 Agenda Date: 7/27/2016 Version: 1 In Control: Willow Gardens Parks and Parkways Maintenance District Agenda Number: 1a. P.O. Box 711 (City Hall, 400 Grand Avenue) out San Francisco, CA Status: Passed File Type: Resolution Resolution approving a Master Agreement for Taxing Entity Compensation for Distribution of the net proceeds from the sale of properties conveyed to the City of South San Francisco consistent with the Long Range Property Management Plan and authorizing the Executive Director of the Board of Willow Gardens Parks and Parkways Maintenance District to execute agreement. 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, the approved LRPMP identifies nineteen properties to be transferred from the Successor Agency for disposition and development consistent with the LRPMP; and WHEREAS, eleven of the nineteen properties are to be conveyed by the Successor Agency to the City for the redevelopment activities consistent with the Redevelopment Plan and the City of South San Francisco Page 1 Printed on 81212016 File Number: 16 -557 LRPMP and the remaining eight of the nineteen properties are slated for redevelopment activities that are currently under contract with private developers through Oversight Board - approved Disposition and Development Agreements (DDA), Purchase and Sale Agreements (PSA) or Exclusive Negotiating Rights Agreements (ENRA) and will be conveyed by the Successor Agency to third -party purchasers pursuant to the Oversight Board- approved agreements; and WHEREAS, the LRPMP also identifies nine parcels to be transferred from the Successor Agency to the City for governmental uses; and WHEREAS, pursuant to the LRPMP, the Successor Agency's transfer of real property assets to the City for future development is subject to the City entering into an agreement with the relevant taxing entities ( "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 area (the "Project Area ") formerly administered by the Redevelopment Agency, for the distribution of net funds received, if any, from the sale of the eleven properties . Such agreement is entitled "Master Agreement for Taxing Entity Compensation" ( "Tax- Sharing Compensation Agreement ") and is attached hereto and incorporated herein as Exhibit A; and WHEREAS, Oversight Board- approved Purchase and Sale Agreements (PSA) for the conveyance of the nine properties by the Successor Agency to third -party purchasers will provide for the distribution to the Taxing Entities of the net funds received, if any, from the sale of the nine properties; and WHEREAS, the Willow Gardens Parks and Parkways Maintenance District ( "District ") is one of the Taxing Entities that shares in the property Tax Increment for property located in the City; and WHEREAS, in order to ensure that it receives its 0.12 share of the Tax Increment, the District desires to enter into the Tax - Sharing Compensation Agreement with the City. NOW, THEREFORE, BE IT RESOLVED that the Board of Willow Gardens Parks and Parkways Maintenance District does hereby take the following actions: (1) Finds and determines that the recitals are true and correct; and (2) Approves the Master Agreement for Taxing Entity Compensation attached hereto and incorporated herein as Exhibit A; and (3) Authorizes the Executive Director of the Board of Willow Gardens Parks and Parkways Maintenance District to enter into and execute the Master Agreement for Taxing Entity Compensation, in substantially the same form as attached hereto as Exhibit A; to make any revisions, amendments, or modifications, subject to review and approval by the District's attorney, and take any other action deemed necessary to carry out the intent of this Resolution and which do not materially alter or increase the District's obligations thereunder. City of South San Francisco Page 2 Printed on 81212016 File Number: 16 -557 City of South San Francisco Page 3 Printed on 8/2/2016 Exhibit A MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION This MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION (this "Agreement "), dated as of ' 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 Colma Creek Flood Control Zone and Subzones San Mateo County Harbor District San Mateo County Resource Conservation District County Education Tax 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 x1 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 ( "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, 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 07/15/2016 G. Eleven (11) 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 eight (8).of the nineteen (19) properties are slated for redevelopment activities that are currently under contract with private developers through Oversight Board - approved Disposition and Development Agreements (DDA), Purchase and Sale Agreements (PSA) or Exclusive Negotiating Rights Agreements (ENRA) and will be conveyed by the Successor Agency to third -party purchasers pursuant to the Oversight Board- approved agreements; and, H. The LRPMP also identifies nine (9) parcels to be transferred from the Successor Agency to the City for governmental uses; and, L 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 funds received, if any, from the sale of such properties; and, J. The Oversight Board- approved Purchase and Sale Agreements (PSA) for the conveyance of the nine (9) properties by the Successor Agency to third -party purchasers will provide for the distribution to the Taxing Entities of the net funds received, if any, from the sale of the nine (9) 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, a list of all of the Taxing Entities and the applicable tax rate apportioned to each individual entity is contained in Exhibit B, attached hereto. 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. County Funds. The County administers the following special districts and funds, and in addition to entering into this Agreement for the County itself, the County is authorized to, and has entered into and executed this Agreement on behalf of the following: County of San Mateo San Mateo County Flood Control District Colma Creek Flood Control Zone and Subzones 4. Parcels to be Conveyed for Development Consistent with Plans. Pursuant to the LRPMP, e 1 e v e n ( 11 ) 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, 2 07/15/2016 and the City of South San Francisco General Plan (all of the foregoing, collectively, the "Plans "). These 11 parcels (collectively, the Properties ") are more fully described in Exhibit A. 5. 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 for continued g o v e r n m e n t a 1 uses. 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. 6. Compensation to Taxing Entities. The City agrees that, 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 San Mateo County Auditor - Controller for distribution to the Taxing Entities in accordance with each Taxing Entity's pro -rata share of Tax Increment. 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 or lease agreements (of less than one year per term) received by the City to offset the management, insurance and maintenance costs of the Properties, 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. The City shall deliver to the Taxing Entities an accounting of all such costs, expenses and restricted proceeds. 7. Sales Procedure and Proceeds. The Parties acknowledge that City is obligated to convey the Properties for development consistent with the Plans. 8. City as Taxing Entity. The Parties hereby acknowledge that the City is also a Taxing Entity for purposes of receiving funds pursuant to Section 6 of this Agreement. 9. Compensation Agreement. 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. 10. Miscellaneous Provisions. 10.1 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 3 07/15/2016 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. 10.2 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. 10.3 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. 10.4 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. 10.5 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. 10.6 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. 10.7 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. 10.8 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. 10.9 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 ONFOLLOWING PAGES. 4 07/15/2016 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 ONFOLLOWING PAGES. 5 07/15/2016 The undersigned authorized signatory hereby executes this Agreement on behalf of the County of San Mateo and the entities and funds set forth in Section 3 of this Agreement: 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 ONFOLLOWING PAGES. 6 07/15/2016 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 ONFOLLOWING PAGES. 7 07/15/2016 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: County Counsel Address for Notices: Director of Community /Government Relations San Mateo Community College District 3401 CSM Drive San Mateo, Ca 94402 -3651 SIGNATURES CONTINUE ONFOLLOWING PAGES. 8 07/15/2016 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: Counsel Address for Notices: Assistant Superintendent, Business Services South San Francisco USD 398 B Street South San Francisco, CA 94080 SIGNATURES CONTINUE ONFOLLOWING PAGES. 9 07/15/2016 The undersigned authorized signatory hereby executes this Agreement on behalf of the Willow Parks and Parkways Maintenance District By: Name: Title: Attest by: Approved as to form: Counsel Address for Notices: Willow Parks and Parkways Maintenance District SIGNATURES CONTINUE ONFOLLOWING PAGES. 10 07/15/2016 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: Counsel Address for Notices: Bay Area Air Quality Management District 939 Ellis St. San Francisco, CA 94109 Attention: Executive Director 11 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 12 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 13 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 227 Grand Avenue 012 - 316 -060 6. Future Development 200 Linden 012 - 334 -130 7. Future Development 212 Baden Avenue 012 - 334 -040 8. Future Development 216 Baden Avenue 012 - 334 -030 9. Future Development 905 Linden Avenue 012 - 101 -100 10. Future Development 616 Linden Avenue 012 -174 -300 11. 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 14 EXHIBIT B TAXING ENTITIES AND TAX - ALLOCATION Tax Entity/Fund % Total County of San Mateo 25.77% City of South San Francisco 16.73% South San Francisco Unified School District 43.91% San Mateo County Community College District 7.38% San Mateo County Flood Control District Colma Creek Flood Control Zone and Subzones 1.64% Willow Gardens Parks and Parkways Maintenance District 0.12% Bay Area Air Quality Management District 0.23% San Mateo County Harbor District 0.38% San Mateo County Resource Conservation District 0.00% San Mateo County Education Tax 3.84% Total 100.00% 2679596.1 15