HomeMy WebLinkAbout2013-07-16 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
TUESDAY, JULY 16, 2013
2:00 P.M.
I a 041 a a WSJ =0 2 1 &A I F." 18; [SX4 [fill a I I k1j
You are invited to offer your suggestions. In order that you may know our method of conducting
Board business, we proceed as follows:
The regular meetings of the South San Francisco Oversight Board for the Successor Agency to the
City of South San Francisco Redevelopment Agency are held on the third Tuesday of each month at
2-00 pm. in the in the Large Conference Room, Top 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.
Chairperson: Selected by
Neil Cullen
Largest Special District of the type in H&R
Code Section 34188
Vice Chair:
Patti Ernsberger
Assistant Superintendent, Business Services
South San Francisco Unified School District
Selected by:
San Mateo, County Superintendent of Schools
Alternate: Alejandro Hogan
Superintendent, 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
I'MaTMWITOW I=- I
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
Kxista Martinelli — City Clerk, City of South San Francisco
Armando Sanchez — Redevelopment Consultant, City of South San Francisco
CALL TO ORDER
OVE RSIGHT BOARD REGULAR MEETING JULY 16, 2013
AGENDA PAGE
PLEDGE OF ALLEGIANCE
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.
MATTERS FOR CONSIDERATION
1. Motion to approve the Minutes of the Regular Meeting of May 21, 2013.
2. Correspondence:
5.13.13 Letter from San Mateo County Superintendent of Schools designating
appointment status on the South San Francisco Oversight Board
6.10.13 Letter from Sitikc Counseling Center requesting lease renewal.
3. Discussion regarding postponement of reorganization of the Board to August
or September due to Boardmembers' scheduling conflicts.
4. Resolution approving a Loan Agreement in the Amount of $7,624.15 with the
City of South San Francisco to allow the Successor Agency to make a Non-
Housing Recognized Obligation Payment for expenses that exceeded what was
shown on RODS I and were incurred during RAPS 11.
5. Updates on bond call escrow account and Oyster Point Development escrow
account.
6. Future Agenda Items.
a) Long Range Property Management Plan.
b) Transmittal of Actuarial Analysis of Fortner Redevelopment Agency
unfunded liabilities for pension and retiree health care obligations and
resolution adding these costs to the Successor Agency's enforceable
obligations.
c) Consideration of revenue sharing agreement related to assignment of the
Master Commercial Lease at 636 El Camino Real.
d) County and Sitike Counseling Center Leases for 306 Spruce Avenue.
e) Reorganization of the Board.
OVERSIGHT110ARD RE Gt JAR MEETING JULY 16, 2013
AGENDA PAGE 3
REGULAR MEETING
MINUTES
Dib I
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
LL, &11)10, RCRK Ti k
TUESDAY, MAY 21, 2013
2:00 P.M.
CALL TO ORDER Time: 200 p.m.
ROLL CALL
PLEDGE OF ALLEGIANCE
AGENDA REVIEW
Ors MW
Present: Boardmembers Beaudin, Christensen and
Scannell, Alternate Boardmember Nagel and
Chairperson Cullen.
Absent: Boardmember Farrales and Vice Chairperson
Porterfield.
Led by Boardmember Christensen.
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.
MATTERS FOR CONSIDERATION
1. Motion to approve the Minutes of the Special Meeting of April 16, 2013.
Motion— Boardmember Scannell/Second— Boardmember Christensen: to approve the Minutes of the
Special Meeting of April 16, 2013 with revisions. Approved by the following voice vote: AYES:
Boardmembers Beaudin, Christensen and Scannell, Alternate Boardmember Nagel and Chairperson
Cullen. NOES: None. ABSTAIN: None. ABSENT: Boardmember Farrales and Vice Chairperson
Porterfield.
2. Resolution No. 13-2013 ratifying an executed Escrow Deposit and Trust
Agreement with the Bank of New York Mellon Trust Company, to provide a
trust vehicle for funding the Successor Agency's enforceable obligations
pursuant to a Disposition and Development Agreement with Oyster Point
Ventures, LLC, and making related findings pursuant to Health and Safety
Code Section 34181(E).
Finance Director Steele presented the staff report recommending approval of a Resolution ratifying
an executed Escrow Deposit and Trust Agreement with the Bank of New York Mellon Trust
Company, to provide a trust vehicle for funding the Successor Agency's enforceable obligations
pursuant to a Disposition and Development Agreement ("DDA") with Oyster Point Ventures, LLC,
and making related findings pursuant to the California Health and Safety Code. On May 8, 2012 the
Board approved the January through June 2012 Recognized Obligations Payment Schedule ("ROPS
I"), which included a line item authorizing $6 million in initial set aside funding for a reserve to
support the $29,463,230 obligation of the former Redevelopment Agency to provide payment for
certain infrastructure improvements as outlined in the DDA, dated March 23, 2011. If the project
ultimately goes forward it would result in upwards of $12 million/year in additional property tax
revenue to the taxing entities. The project would transform underutilized vacant properties to a
Biotech Campus in a prime real estate location on Oyster Point. Pursuant to ROPS 1, the funding
was set aside internally via a segregated escrow and trust account with Bank of New York Mellon
Trust Company. The California State Department of Finance ("DOF") has requested a resolution
from the Board ratifying this Escrow Deposit and Trust Agreement and making certain findings.
Accordingly, staff recommended approval of the proposed resolution.
Boardmember Scannell queried progress on the development.
Assistant City Manager and Director of Economic and Community Development Van Duyn advised
there was no indication that the project was underway at this point.
City Attorney Mattas added that the entities behind the project, SKS Development and the
Shorenstein Company were highly capitalized and would likely pursue the project when market
confidence intensifies.
Boardinembers questioned the relevance of the King Leases to the project and their impact on the
payment structure.
City Attorney Mattas advised that the City owned the property at the harbor. As part of the deal it
OVERSIGHT BOA-RD REGUIAR MEETING MAY 21, 2013
MINUTES PAGE 2
was proposed the City would sell the property to the Redevelopment Agency, which would in turn
sell it to Oyster Point Ventures for an amount close to $4.5 million, which would then be paid back to
the City for the initial sale of the property to the Agency. He further explained the long term King's
Leascs sit on top of the property and were entered years ago between the City and a Developer who
had intended to build hotels on the property. The hotels had not come to fruition, but the leases
remain. To clear title on the property, Oyster Point Ventures purchased the King's Leases with the
agreement that the Redevelopment Agency would purchase them back if the project did not move
forward. Now that the Agency is dissolved, the Successor Agency would have the right to purchase
the Leases subject to Board approval.
Boardmernher Christensen queried how much Oyster Point Ventures had already invested in the
Development and whether entitlement work had begun.
City Attorney Mattas advised Oyster Point Ventures had purchased and is operating adjacent property
and also had the previously discussed leasehold interest on the subject property. He further advised
the project was fully entitled and was being marketed entirely for sale and/or entirely for lease.
Motion— Boardmember Christensen/Second• Boardmember Scannell: to approve Resolution No.
13-2013. Approved by the following voice vote: AYES: Boardmembers Beaudin, Christensen and
Scannell, Alternate Boardmember Nagel and Chairperson Cullen. NOES. None, ABSTAIN: None.
ABSENT: Boardmember Farrales and Vice Chairperson Porterfield
3. Future Agenda Items.
a) Reorganization of the Board (June Regular Meeting).
b) Long Range Property Management Plan.
c) Employee Staffing Report.
Chairperson Cullen directed that the following Future Agenda Item be added to the list:
Consideration of revenue sharing agreement related to assignment of the Master Commercial Lease at
636 El Camino Real.
ADJOURNMENT
Motion— Boardmember Scannell/Second— Boardmember Beaudin: to adjourn the meeting.
Approved by the following voice vote: AYES: Boardmembers Beaudin, Christensen and Scannell,
Alternate Boardmember Nagel and Chairperson Cullen, NOES: None. ABSTAIN: None.
ABSENT: Boardmember Farrales and Vice Chairperson Porterfield.
Pursuant to the above motion, Chairpepon Cullen adjourned the meeting at 2:30 p.m.
Approved:
IcAsta J inelli le Neil Cullen, Chairperson
I
City of kOT San Vran cri L Oversight Board for the Successor Agency to the
City of South San Francisco Redevelopment
Agency
OVERSIGHT BOARD REGULAR MEETING MAY 21, 2013
MINI=S PAGE 3
Sitike Counseling Center
Substance Abuse Treatment Services
June 10, 2013
Oversight Board for the
Successor Agency to the City of South San Francisco Redevelopment
Agency
A .0 - Box 711
South San Francisco, CA 94080
I am writing to express our desire to renew, as is, our current lease.
The Oversight Committee approved a one - year lease with Sitike
Counseling Center, which will expire on September 1, 2013.
Sitike Counseling Center is very interested in staying in our location
and continuing to serve the community.
We are hoping that the current lease will be renewed with the same
terms and conditions.
306 Spruce Avenue, South San Francisco, CA 94080
(650) 589-9305 a Fax: (650) 589-9330 w E-mail: sitike306@2,aoLcom o Website: www.sitike.org
Sj-fi-ke n. [apache l a group of non-blood kin who are present in a time of crisis
"Al-,J MIATEO C()TJ1\J'-1'-"-Y r, La)ucmrioi,�.,i
coulAysilpe) 111tendentot'Ahools
BULL VIINIMMORPIDIV il
FOUCATETRA,V
Ma y 13, 2013
Barry Nagel, City Manager
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Dear Mr. Nagel,
As San Mateo County Superintendent of Schools, I have the responsibility for appointing a
member to the Oversight Board of the Successor Agency of the City of South San Francisco
Redevelopment Agency, This letter will serve as notice that I have appointed Patricia
Ernsberger to be my representative on the Oversight Board in place of Denise Porterfield. In
addition, I have appointed Alejandro Hogan to serve as alternate should Ms. Ernsberger be
unable to attend a meeting. Ms. Ernsberger's and Mr. Hogan's contact information is as follows:
Appointee- Ms. Patricia Ernsberger, Assistant Superintendent, Business Svcs
South San Francisco Unified School District
398 B Street
South San Francisco CA 94080
[email protected]
650 877-8702
Alternate: Mr. Alejandro Hogan, Superintendent
South San Francisco Unified School District
398 B Street
South San Francisco CA 94080
[email protected]
650 877-8705
Please let me know if my office can provide you with any other information or assistance.
Very truly yours,
Anne E. Campbell
San Mateo County Superintendent of Schools
C: Ms. Patricia Ernsberger, Assistant Superintendent, SSF Unified School District
Mr. Alejandro Hogan, Superintendent, SSF Unified School District
Ms. Denise Porterfield, Deputy Superintendent, San Mateo County Office of Education
Mr. Kanchan Charan, Deputy Controller, County of San Mateo
Mr. John Beiers, County Counsel, County of San Mateo
Mr. Pedro, Gonzalez, Mayor, City of South San Francisco
101TwhOol1�11i) 1 0] ivo fo)()l I ^�02 53()O
Redevelopment Successor Agency Oversight Board
DATE: July 16, 2013
TO: Members of the Oversight Board
FROM: Jim Steele, Director of Finance
SUBJECT: LOAN AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND
THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF SOUTH
SAN FRANCISCO FOR PAYMENT OF AN ENFORCEABLE OBLIGATION
It is recommended that the Oversight Board approve the attached resolution which approves a
loan agreement in the total amount of $7,624.15 between the City and the Successor Agency to the
Redevelopment Agency of South San Francisco (SA) for an enforceable obligation of the Successor
Agency (SA).
BACKGROUND/DIS CUS SION
The SA and Oversight Board have approved several enforceable obligations which, due to the timing of
the payments, did not coincide with the Recognized Obligations, Payment Schedules (ROPS) for their
payments. This latest loan agreement covers $7,624.15 to fund a former Redevelopment enforceable
obligation shown as Row 74 on ROPS I (payoff of COPS loan), but was incurred during ROPS 11 and was
incurred at a higher cost than approved via ROPS 1. The City Council and SA approved this loan
agreement May 22, 2013.
The loan agreement totals $7,624.15 and funds had to be advanced from the City to the SA to pay this
Successor Agency obligation. If the State Department of Finance (DOF) approves the loan agreement on
the next-submitted ROPS as an enforceable obligation of the SA, staff expects that the loan will be fully
repaid in early 2014.
CONCLUSION
The attached loan agreement obligates the SA to pay the City back for funds the City had to advance to
the SA to make a ROPS payment that exceeded the amount approved on ROPS I, and was expended in a
different ROPS time period (ROPS 11) than where it had been listed (ROPS 1).
Staff Report
Subject: Loan Agreement Between the City of South San Francisco and the Successor Agency to the
Redevelopment Agency of South San Francisco for Payment of an Enforceable Obligation
Page 2
By:
Jim 4le
Finance Director
Attachments: Resolution
Loan Agreement
KROSNVDA
Approved-
Marty Van Duyn
Assistant City Manage7rd Director of
Economic and Community Development
RESOLUTION NO.
0, 3 fl,
APPROVING A LOAN AGREEMENT IN THE AMOUNT OF $7,624.15 BETWEEN THE
CITY OF SOUTH SAN FRANCISCO AND THE SUCCESSOR AGENCY TO ALLOW
THE SUCCESSOR AGENCY TO MAKE A NON-HOUSING RECOGNIZED
OBLIGATION PAYMENT FOR EXPENSES THAT EXCEEDED WHAT WAS SHOWN
ON ROPS I AND WERE INCURRED DURING ROPS 11
WHEREAS, pursuant to Health and Safety Code Section 34177(1), before each six-month
fiscal period, the Successor Agency to a dissolved Redevelopment Agency is required to adopt a
draft Recognized Obligation Payment Schedule ("ROPS") that lists all of the obligations that are
"enforceable obligations" within the meaning of Health and Safety Code Section 34177; and
WHEREAS, each ROPS must be approved by the Oversight Board for the Successor
Agency to the Redevelopment Agency of the City of South San Francisco ("Successor Agency")
and by the State Department of Finance in order for payment of listed obligations to be made; and
WHEREAS, the timing and size of payment of an item identified and approved as an
enforceable obligation on ROPS I did not coincide with the amount and payment date listed on that
ROPS; and
WHEREAS, timely payment of an enforceable obligations of the Successor Agency was
deemed essential and could not await approval of a ROPS submitted for the next six-month fiscal
period-, and
WHEREAS, the Successor Agency had no other source of funding to make this payment
for the enforceable obligation on its own; and
WHEREAS, the City of South San Francisco ("City") therefore advanced, or is willing to
advance, funds for the payment of said enforceable obligation; and
WHEREAS, Health and Safety Code Section 34173(h) authorizes loans between the City
and the Successor Agency for the purpose of funding enforceable obligations for which there are
insufficient funds in the Real Property Tax Trust Fund; and
WHEREAS, Health and Safety Code Section 34173(h) further provides that a new
enforceable obligation shall be created for the repayment of each such loan, provided that the
receipt and use of the loan funds is reflected on a ROPS approved by the Oversight Board for the
Successor Agency and submitted to the State Department of Finance for its review and approval;
and
WHEREAS, pursuant to flealth and Safety Code Section 34180(h) the Oversight Board
may approve a request by the Successor Agency to enter into an agreement with the City; and
WHEREAS, City and Successor Agency staff have negotiated a loan agreement covering
the enforceable obligation for which there are insufficient funds available for timely payment by
the Successor Agency; and
WHEREAS, funds are available to be loaned by the City for such purpose, and the loan
agreement does not violate the City's debt limit under the California Constitution.
NOW, THEREFORE, the Oversight Board for the Successor Agency to the
Redevelopment Agency of the City of South San Francisco, a public entity, does hereby resolve as
follows:
1. The Recitals set forth above are true and correct, and are incorporated herein by
reference.
2. The loan agreement, substantially in the form attached hereto, is hereby approved, and
the Assistant City Manager is hereby authorized to execute it on behalf of the Successor Agency
and to take such other and further action as necessary and appropriate to implement the intent of
this Resolution.
I The loan agreement, which along with the supporting calculations and references to prior
ROPE is attached to this Resolution and hereby incorporated herein, is for $7,624.15 to fund a
former Redevelopment Agency enforceable obligation shown on BOPS 1, but which was incurred
during the time period for ROPE 11 and exceeded the amount approved on ROPE 1.
4. The Successor Agency is directed to include this loan agreement on the next ROPE and
to submit it, along with such supporting documentation and other information as necessary and
appropriate, to the Oversight Board, the State Department of Finance and other applicable
agencies.
PASSED AND ADOPTED this 16th day of July, 2013, by the following vote:
AYES-
NOES:
ABSENT:
F.W.10W.11116
ATTEST:
City Clerk
111 11111
21910771
19,11,11 Eff
Estimate of HUD and COPS Loan Payoffs as approved on BOPS I
Ar-tuaf Amminf of Htin, and ('OP-q I non P!2unfft
Project Name
COPS
Estimated Loan
Detail
Debt
Actual Payoff
COPS Payoff
Additional Notes
Detail
Obligation;
Payee
Payoff Amount
Additional Notes
make loan payoffs
Prepay HUD
Estimate of Payoff HUD
from FY 11-12
108
108&1999 COPS debt service
Reserves held by
Loans&1999
Bank of New
shown on Rows 2, 3, 6 & 7 on
ROPS I, Row 74
COPS
York
5,300,000.00
BOPS I
Ar-tuaf Amminf of Htin, and ('OP-q I non P!2unfft
3
HUD
COPS
Total HUD and
Detail
Actual Payoff
Actual Payoff
COPS Payoff
Additional Notes
Amounts used to
make loan payoffs
from FY 11-12
Reserves held by
Successor
Wired to the bank from
Agency
1,094,181.10
4,122,462.82
5,216,643.92
Successor Ag e, ncy Reserves
Amounts used to
make loan payoffs
from FY 11-12
Cash with Fiscal
Agent held by
Bank
0,00
407,517,20
407,517.20
Bank held Reserve
Difference between
$5,624,161.12 subtotal and
$5,300,000 estimate shown
on ROPE I is $324,161.12.
Subtotal of
This amount was requested
above Payoffs
to be retained by the
using 11-12
Agency via the Other
Reserves and
Funding DDR process
Cash with Fiscal
which was approved by the
Agent
1,094,181.10
4,529,980.02
5,624,161.12
State DOF on 6115113.
Amounts used to
make loan payoffs
from FY 12-13
Cash with Fiscal
Agent held by
Bank
0.00
7,624.15
7,624.15
Bank held Reserve
Difference between
$5,631,785.27 total loan
payoff and $6,624,161.12
Total of above
approved by State via Other
Payoffs using
Funding DDR for loan
both FY 11-12
payoff is $7,724.15 which
and FY 12-13
makes up this new loan
Resources
1,094,181.10
4,537,604.17
5,631,785.27
—, agreement.
3
LOAN AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF,rHE CITY OF SOUTH
SAN FRANCISCO
This Loan Agreement (Agreement) is entered into as of July 16, 2013 ("Effective Date"),
by and between the City of South San Francisco, a municipal corporation ("City") and the
Successor Agency to the Redevelopment Agency of the City of South San Francisco, a public
entity ("Successor Agency"). City and the Successor Agency are hereinafter collectively referred
to as the "Parties".
WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Redevelopment
Agency") was established under the provisions of the Community Redevelopment Law (California
Health and Safety Code § 33000 et seq.) ("CRL"); and
WHEREAS, effective June 30, 2011, the Governor signed into law ABx 1 26 which automatically
suspended redevelopment activities, and on December 29, 2011, the California State Supreme
Court upheld the provisions of ABx 126, thereby dissolving all redevelopment agencies on
February 1, 2012; and
WHEREAS, ABx 126 was modified by AB 1484, effective as of July 27, 2012, which together
with ABxl 26 is referred to herein as the "Dissolution Law"; and
WHEREAS, as a result of the dissolution of the former Redevelopment Agency, the Successor
Agency is now administering the daily operations of the former Redevelopment Agency; and
WHEREAS, Health and Safety Code § 34171(d)(1)(E) provides that any legally binding and
enforceable contract that is not otherwise void as violating the debt limit or public policy
constitutes an enforceable obligation authorized for payment from the Real Property Tax Trust
Fund ("RPTTF") established pursuant to the Dissolution Law; and
WHEREAS, Health and Safety Code § 34171(d)(1)(F) provides that contracts or agreements
necessary for the administration or operation of a successor agency constitute enforceable
obligations authorized for payment from the RPTTF; and
WHEREAS, enforceable obligations must be listed on a Recognized Obligation Payment
Schedule ("ROPS") and approved for payment by a successor agency's oversight board and the
California Department of Finance ("DOF") in order for funds to be received therefore; and
WHEREAS, an enforceable obligation pursuant to Health and Safety Code §§ 341.71(d)(1) (E)
and 34171(d)(1)(F) was listed on the ROPS for the period January-June 2012 ("ROPS I") as line
item 74, in the total amount of $5.3 million, and the State Department of Finance authorized an
additional $324,161.12 toward this obligation in the May 15, 2013 Other Funds Due Diligence
Review Determination letter, but the final payment exceeded the authorized amount of
$5,624,161.12 by Seven Thousand Six Hundred Twenty Four Dollars and Fifteen Cents
($7,624.15) ("Non-Housing Obligation"), and the payment was completed during July-December
2012 (ROPE 11); and
WHEREAS, accordingly, the City advanced funds for the payment of the Non-Housing
Obligation upon the Successor Agency's receipt of invoices therefore; and
WHEREAS, at present there are insufficient funds in the RPTTF to permit repayment of the Non-
Housing Obligation by the Successor Agency; and
WHEREAS, Health and Safety Code § 34173(h) authorizes a loan between a city and the
successor agency to the city's redevelopment agency for the purpose of funding enforceable
obligations for which there are insufficient funds in the RPTTF; and
WHEREAS, Health and Safety Code § 34173(h) further provides that a new enforceable
obligation shall be created for the repayment of such a loan, provided that the receipt and use of the
loan funds is reflected on a BOPS approved by the oversight board for the successor agency and
submitted to the DOF for its review and approval; and
WHEREAS, pursuant to Health and Safety Code § 34180(h), an oversight board may approve a
request by a successor agency to enter into an agreement with a city; and
WHEREAS, the City and Successor Agency wish to enter into a loan agreement in the principal
amount of Seven Thousand Six Hundred Twenty Four Dollars and Fifteen Cents ($7,624.15) for
the purpose of enabling the Successor Agency to pay the Non-Housing Obligation; and
WHEREAS, on May 22, 2013 the Successor Agency and the City each approved the Loan and
authorized the execution of this Agreement, pursuant to Resolution No. 8-2013 and Resolution No.
46-2013, respectively; and
WHEREAS, on July 16, 2013 the Oversight Board for the Successor Agency approved the
Successor Agency's request to enter into this Agreement, pursuant to Resolution No.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties to this Agreement agree as follows:
ARTICLE I
LOAN TERMS
(a) Loan Amount. City agrees to lend to Successor Agency, and Successor Agency
agrees to borrow from and repay to City, a Loan in the principal amount of not to
exceed Seven Thousand Six Hundred Twenty Four Dollars and Fifteen Cents
($7,624.15).
(b) Maturily Date. The total outstanding Loan principal is due and payable by March 31,
2014.
1.2 Prepayme . Successor Agency may prepay the Loan, in whole or in part, at any time,
without penalty or other charge.
1.3 Pqgent. The outstanding principal of the Loan is due and payable on the Maturity Date
1.4 Securily. for the Loan. As security for the repayment of the Loan, the Successor Agency
hereby pledges certain Unrestricted Revenues (defined below) ("Pledged Revenues") that are
received, accrued or held by the Successor Agency and are provided within or attributable to fiscal
year 2012-13, and the principal of the Loan constitutes a first lien and charge on the Pledged
Revenues, and is payable from the first moneys received by the Successor Agency from the
Pledged Revenues,
The term "Unrestricted Revenues" means property taxes assessed and levied by San Mateo County
on behalf of the Successor Agency allocated to the Successor Agency in accordance with the
Dissolution Law, together with any other income, revenue, cash receipts and any other moneys of
the Successor Agency lawfully available for repayment of the Loan.
ARTICLE 2
DISBURSEMENT AND ACCOUNTING; USE OF FUNDS
2.1 Disbursement. Loan proceeds may be disbursed to the Successor Agency in accordance
with this Agreement upon approval of drawdown requests executed by the City Finance Director.
2.2 Use of Loan Proceeds. Successor Agency may use proceeds of the Loan exclusively for
meeting the Trion - Housing Obligation as described herein.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 Authority. Successor Agency warrants that it has authority, and has completed (or will
complete, as applicable) all proceedings and obtain all approvals necessary to execute, deliver, and
perform under this Agreement and the transactions contemplated thereby.
3.2 Valid and Binding Obligations. Successor Agency warrants that, when duly executed by
the Successor Agency, this Agreement shall constitute the legal, valid and binding obligations of
Successor Agency enforceable in accordance with their respective terms, Successor Agency
hereby waives any defense to the enforcement of the terms of this Agreement related to alleged
invalidity of any provisions or conditions contained in this Agreement.
3.3 No Adverse Action. Successor Agency warrants that there is no action, suit or proceeding
pending or threatened against it wl-&h might adversely affect the Successor Agency with respect to
this Agreement.
ARTICLE 4
SUCCESSOR AGENCY COVENANTS
4.1 Notification. Until the Loan is repaid in fall, Successor Agency covenants that it will
promptly notify City in writing of the occurrence of any event that might materially and adversely
affect its ability to perform its obligations under this Agreement, or that constitutes, or with the
giving of notice or passage of time or both would constitute, an Event of Default under this
Agreement.
4.2 Legal Compliance. Successor Agency covenants that this Agreement does not violate the
Constitutional debt limitation for municipal governments set forth in Article XVI, Section 18 of the
California Constitution.
ARTICLE 5
INDEMNITY REQUIREMENTS
5.1 Indemnity. Successor Agency and City shall each defend, hold harmless and indemnify the
other, its officers, employees and agents from and against all claims, liability, cost, expenses, loss
or damages of any nature whatsoever, including reasonable attorneys' fees, arising out of or in any
way connected with its failure to perform its covenants and obligations under this Agreement and
any of its operations or activities related thereto, excluding the willful misconduct or the gross
negligence of the person or entity seeking to be defended, indemnified, or held harmless.
ARTICLE 6
DEFAULT AND REMEDIES
6.1 Events of Default. Each of the following events will constitute an event of default ("Event
of Default") under this Agreement:
(a) 1�oayrnent. Successor Agency's failure to repay the Loan pursuant to Article I
hereof.
(b) Failure to Perform. Successor Agency's failure, neglect or refusal to perform any
promise, agreement, covenant or obligation contained in this Agreement, after any
applicable cure periods.
6.2 Declaring Default. Whenever any Event of Default has occurred, other than a failure to
pay any sums due, City shall give written notice of default to Successor Agency. If the default is
not cured within thirty (30) calendar days after the Date of Default (defined herein), or any
extension approved in writing by City, City may enforce its rights and remedies under Section 6.3
below. Any default that has occurred shall be deemed to commence on the date that written notice
of default is effective pursuant to Section 7.2 of this Agreement ("Date of Default"). In the event
of a default in the payment of any installment payment when due, Successor Agency shall have ten
(1 Q) calendar days from the payment due date to cure such default, whether or not City gives
written notice.
63 Remedies. Upon the occurrence of any Event of Default, City, in addition to any other
remedies provided herein or by law, shall have the right, at its option without any further demand
or notice, to take one or any combination of the following remedial steps:
(,a) declare that outstanding balance of the Loan and all other sums owing to City under
this Agreement immediately due and payable, and
(b) take whatever other action at law or in equity which may appear necessary or desirable
to collect the amounts then due and thereafter to become due hereunder or to enforce
any other of its rights hereunder.
6.4 Default Interest. Commencing on the Date of Default and continuing through the date that
all indebtedness and other amounts payable under this Agreement are paid in full; interest on the
Loan will accrue on the outstanding balance, at the rate equal to LAIF plus one percent (I%).
6.5 Disclaimer. If City elects to employ any of the remedies available to it in connection with
any Event of Default, City will not be liable for: (1) the payment of any expenses incurred in
connection with the exercise of any remedy available to City, and (2) the performance or
nonperformance of any other obligations of Successor Agency.
ARTICLE 7
MISCELLANEOUS
7,1 Conflict of Interest; Interest of EpMloyeesAg_ eats , Consultants, Officers and Officials of
City or Successor Agengy. Except for approved eligible administrative or personnel costs, no
employee, agent or consultant who is in a position to participate in a decision-making process or
gain inside information with regard to such activities assisted under this Agreement, may obtain a
personal or financial interest in or benefit from the activities assisted under this Agreement, or have
an interest, direct or indirect, in any contract, subcontract or agreement with respect thereto, or in
the proceeds there under either for him/herself or for those with whom s/he has family or business
ties, during his/her tenure and for one year thereafter.
7.2 Notices. Any notice, request or consent required pursuant to this Agreement shall be
deemed given when delivered personally or three (3) business days after being deposited in the
U.S. mail, addressed as follows:
If to Successor Agency:
Successor Agency to the Redevelopment
Agency of South San Francisco
P. 0. Box 711
South San Francisco, CA 94083
Attention: Assistant City Manager
With copy to Oversight Board for the
Successor Agency to the Redevelopment
Agency of the City of South San Francisco
If to City:
City of South San Francisco
P.O. Box 711
South San Francisco, CA 94083
Attention: City Manager
or to such other addresses as the Parties may designate by notice as set forth above.
7.3 Successors and Assign . All of the terms of this Agreement shall apply to and be binding
upon, and inure to the benefit of, the successors and permitted assigns of City and Successor
Agency, respectively.
7.4 Attompys' Fees. If any action is instituted by either Party to enforce this Agreement or to
collect any sums due hereunder or pursuant to this Agreement, the prevailing party in such action
shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in that
action.
7.5 Severability. If one or more provisions of this Agreement are found invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall
not in any way be affected, prejudiced, disturbed or impaired thereby, and all other provisions of
this Agreement shall remain in full force and effect.
7.6 Amendments/Entire..Agleement. City and Successor Agency reserve the right to amend
this Agreement by mutual consent. It is mutually understood and agreed that no amendment,
modification, alternation or variation of the terms of this Agreement shall be valid unless in writing
and signed and acknowledged and approved by both parties. This Agreement constitutes the entire
agreement of the Parties and no oral understandings or agreement not incorporated herein shall be
binding on either Party.
7.7 Time. Time is of the essence in the performance of the terms and conditions of this
Agreement.
7.8 Governing Law. The laws of the State of California govern this Agreement.
7.9 City's Rights and Consent. No forbearance, failure or delay by City in exercising any right,
power, or remedy, nor any single or partial exercise of City or any right or remedy hereunder shall
preclude the further exercise of such right, power or remedy. The consent of City to any act or
omission by Successor Agency may not be construed as City consent to any other or subsequent
act or omission or as a waiver of the requirement to obtain City consent in any other instance. All
of City's rights, powers and remedies are cumulative and shall continue in full force and effect
until specifically waived in writing by the City.
7.10 Duration/Survival. This Agreement continues in full force and effect until the Loan is
repaid in full.
7.11 Headings. The headings within this Agreement are for the purpose of reference only and
do not limit or otherwise affect any of the terms of this Agreement.
7.12 CounteMarts, Facsimile Copies. This Agreement may be executed in counterparts, each of
which will be deemed an original, but all of which together constitute one and the same agreement.
This Agreement is effective upon transmission by either Party to the other Party of a fully signed
facsimile copy of the Agreement after the formal approval by the governing body of the Successor
Agency and the City Council. In case of any conflict, the counterpart maintained by the City
Council will be deemed to be determinative.
IN WITNESS WHEREOF, City and the Successor Agency have executed this Agreement as of the
date first above written.
City of South San Francisco Successor Agency to the Redevelopment
Agency of the City of South San Francisco
By: By:
..........
Attest:
Barry M. Nagel, City Manager
Krista J. Martinelli, City Clerk
Approved as to Form:
Steven T. Mattas, City Attorney
2012595. 1
2078801.1
Marty Van Duyn, Assistant City Manager
Krista J. Martinelli, Secretary
Steven T. Mattas, Agency Counsel
Redevelopment Successor Agency Oversight Board
DATE: July 16, 2013
TO: Members of the Oversight Board
FROM: Jim Steele, Finance Director
N W-4-1-04 R91406 IN, SPIN. NAMI
This staff report is being provided to the Board for information only, no action is required.
The Board may recall that the Successor Agency currently has two escrow accounts being funded. The
first is to set aside dollars to call the 2006 RDA Bonds on 9/l/16, the first call date. The second is to set
aside dollars for the former RDA's obligations under a Development Agreement with Oyster Point
Ventures.
2006 Bond Escrow Account:
As of June 30, 2013, a total of $54.3 million is deposited in an escrow account with Bank of New York.
It is invested in U.S. Treasury securities maturing in August 2016. A copy of the June 30 bank statement
is attached. A total of $58.175 million will be required to call the bonds in full on September 1, 2016.
There are now sufficient funds in this escrow account, plus the bond reserve account, to call the bonds.
Other than regular debt service payments through March 2016, therefore, which the Successor Agency
would have otherwise been required to pay, no additional dollars are estimated to be needed in this
escrow account to call the bonds in 2016, the first eligible call date.
Oyster Point Ventures Development Agreement Escrow Account:
The Board may recall that under the terms of the Disposition and Development Agreement (DDA) with
Oyster Point Ventures, the former Redevelopment Agency must have available $18 million for the first
phase improvements and a total of $30 million for the remaining phase improvements. There is no
calendar due date for when the funds are required, only that the funds be available when the developer
moves forward. As of July 11, 2013, a total of $15,000,000 has been invested from Successor Agency
Redevelopment Property Tax Trust Funds (RPTTF) approved on Recognized Obligations Payment
Schedules (ROPS) in U. S. Treasuries. A copy of the bank's internal records is attached (funds were only
recently invested, so a full banks statement won't be available until July 3 1). The value of the investment
is showing at $15,003,218.76, meaning some of the Treasury investments were bought at a discount
and/or had accrued interest earnings on the date of the purchase. As interest continues to accrue, this will
reduce the amount the Successor Agency needs to deposit to get to the full $30 million. The yields to
maturity on the purchased investments were .25%, (for two Treasuries maturing in January 2015), and
.54% (for a Treasury maturing in January 2016).
Staff Report
Subject: Status of Two Escrow Accounts
Page 2
By:
Jim ele
Finance Director
Approve
Marty Van Duyn
Assistant City Mantr and Director of
Economic and Community Development
Attachments: BNY Mellon June 2013 Account Statement
Banks Internal Records for July 2013
JS/MVD:ed
EINY MELLON
The Bank of New York Met]" Trust Company, NA
CITY OF SOUTH SAN FRANCISCO
Account Statement
400 GRAND AVE
SOUTH SAN FRANCISCO CA 94080
Statement Period 06/01/2013 Through 0613012013
Account 161932
SO SAN FRANCISCO ESCROW
RELATIONSHIP MANAGER: FEROZ KORIMBOCUS
EINY Mellon has a team of professionals devoted exclusively to arbitrage
CORPORATE TRUST 550 KEARNY ST. SUITE 600
compliance services for tax-exempt bond Issuers and conduit borrowers.
SAN FRANCISCO, CA 94108
For additional information, please contact your Relationship Manager,
415-263-2401
[email protected]
It you are interested in accessing your Account Statement on-line, please
contact your Relationship Manager about our web-based INFORM product.
RELATIONSHIP MANAGER: MILLY CANESSA
CORPORATE TRUST -100 PINE STREET STE 3100
Visit us at www.bnymellon.com
SAN FRANCISCO, CA 94111
415-263-2420
[email protected]
Account Overview
Percent of all
Investments
Asset Classification Market value
100% 0
FIXED INCOME 54,317,827.86
<1% a
CASH AND SHORT TERM 1
100%
TOTAL OF ALL INVESTMENTS 54,317,972.34
Summary of Assets Hold
Asset classification Market Value
Cost Accrued Income, Est Annual Income Market Yield
FIXED INCOME 54,317,627.86 54,557,374.17 14,378.96 43,020.00
0.07%
CASH AND SHORT TERM 144.48 144.48 0.00 0,01
0,00%
ACCOUNTTOTALS 54,317,972.34 54,557,518.65 14,378.96 43,020.01
0,07%
Summary of Cash Transactions
Current Period
Year-to-Date
Transaction Category Income Principal
Re lized
Gains/Losses Income
Principal
OPENING BALANCE 0.00 45.26
0.00
I EHLSI 13,093.04- 0.00 0.00 13,093.04 • 0.00
SALES AND REDEMPTIONS 0.00 4,374,581.63 0.010 0.00 4,374,581.63
OTHER CASH ADDITIONS 0.00 4,374,680.85 0.00 0.00 4,374,680.85
OTHER CASH RECEIPTS 13,093.04 0.00 0.00 13,093.04 0.00
PAYMENTS AND WITHDRAWALS 0.00 13,093.04 - 0.00 0.00 13,593.04-
PURCHASES 0.00 8,736,214.70 - 0.00 0.00 8,736,214.70 -
CLOSING BALANCE 0.00 0.00 0.00 0.00 0.00
The above cash transactions summary is provided for information purposes only and may not reflect actual jaxaWe income or deductible expenses
as reportable under the Intemal Revenue Code.
P2
BNY MELLON
The 13-k of New York Millon frost Company„ NA
Statement Period 06101/2013 Through 0613012013
Account 161932
,qn RAN PPAturmin c:crmn,Aj
Statement of Assets Held
Snares
Market Price
Market Value Accrued Income
Per Value Asset Description
Average Cost
Cost Est Annual Income
Market Yield
FIXED INCOME
4,302,000.000 UNITED STATES TREAS NTS
10037300
4,335,254.46 14,378.96
0.99%
DTD 00366
101,38281
4,361.488.59 43,020.00
CUSIP: 912828RF9
MATURITY DATE: 08/3112016
RATE: 1.00%
MOODY'S Aaa
51,154,000,000 U S TREASURY NTS STRIP PRIM PMT
97,71000
49,982,573,40 0,00
0.00%
STRIPPED PRIM PMT
98.12700
50,196,885.58 0.00
00300
CUSIP: 91282ONMS
MATURITY DATE: 0811512016
RATE: 0.00%
Total FIXED INCOME
54,317,827.86 14,378.96
0,074
54,557,374A7 43,020,00
CASH AND SHORT TERM
144.480 DREYFUS THEAS&AGENCY CASH MGT 598
1.00000
144.48 0.00
0.00%
PART
1.00000
144.48 0.01
CUSIP: 599991670
Total CASH AND SHORT TERM
144.48 0.00
0.00%
144AB 0.01
ACCOUNT TOTALS
54,317,972.34 14,378.96
0107%
54,557,518.65 43,020.01
Total Market Value Plus Total Accrued Income 54.332,351.30
Statement of Transactions
Transaction
Date Transaction Description
Inoon*
Principal Cost
GaIns Realize1osses d
06101/13 OPENING BALANCE
0.00
45,26 50,195,885.58
06117113 Purchase
0.00
4,374,680.85 - 4,374,1300.85
0.00
DREYFUS TREAS&AGENCY CASH MGT 598 PART
4,374,680.85 SHARES
06117113 Cash Credit
0100
4,374,680,85 0.00
0.00
TRSF FROM 104613 TO 161932.
PER CLIENT LETTER DTD JUNE 12, 2013.
06/17113 DAILY ENDING BALANCE
0.00
45-26 54,670,566.43
0.00
06/18/13 Purchase
0.00
45-26- 45.26
0,00
DREYFUS TREAS&AGENCY CASH MGT 598 PART
45.26 SHARES
06/18113 DAILY ENDING BALANCE
0.00
0100 54,570,611.69
0,00
06/20113 Purchase
13,093.04 -
4,361,488.59 4,361,488,59
0.00
UNITED STATES TREAS NTS
RATE: 1.001% MATURITY., 08131116
DTD 00366
@ 101.3828125 FINAL MONEY
PERSHING & COMPANY
TRADE DATE 6/19/13 SETIDATE 6120A 3
CUSIP 912828RF9
4,302,000.00 SHARES
06/20113 Sale
0,00
4,374,581.63 4,374,581.63 -
0.00
DREYFUS TREAS&AGENCY CASH MGT 598 PART
4,374,581.63 SHARES
06/20/13 Cash Credit
13,093-04
0.00 0�00
0.00
TRANSFERRED TO ACCOUNT 161932 FF
06/20113 Gash Debit
0.00
13,093.04- 0.00
0,00
TRANSFERRED FROM ACCOUNT 161932 FF
06120/13 DAILY ENDING BALANCE
0.00
0-00 54,557,518.65
0.00 3
06/30113 CLOSING BALANCE
0.00
0.00 54,557,618.65
0.00 2
Cumulative realized capital gain and loss position from 1 2/31 1201 2 for securities hold In principal of account:
ca
P3
Steele, Jim
From: Canesoa K4OkvP xmi[ly.cenensa@bnvmeUom/om>
Sent: Thursday, July 11, 2023 11:44 AM
To: Steele, Jim
S RE: Wire for $3J3 million coming tomorrow AM
| had you onmy list, to many conference calls. Here you are uy you can see the once previously purchased are showing
in the account and the third one was purchased today and will show in the account tomorrow but has been purchased
today, see second screen. You will have a total nf$G94.24 remaining [n Money Market.
Have a great day