HomeMy WebLinkAboutReso 29-2016 RESOLUTION NO. 29-2016
CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
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 WITH COUNTY OF SAN
MATEO, SOUTH SAN FRANCISCO UNIFIED SCHOOL DISTRICT,
SAN MATEO COUNTY COMMUNITY COLLEGE DISTRICT, SAN
MATEO COUNTY FLOOD CONTROL DISTRICT COLMA CREEK
FLOOD CONTROL ZONE, WILLOW GARDENS PARKS AND
PARKWAYS MAINTENANCE DISTRICT, SAN MATEO COUNTY
RESOURCE CONSERVATION DISTRICT,BAY AREA AIR QUALITY
MANAGEMENT DISTRICT, AND SAN MATEO COUNTY HARBOR
DISTRICT AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SAID 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 (19) properties to be transferred from the
Successor Agency for disposition and development consistent with the LRPMP and
WHEREAS,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 ,
WHEREAS, the LRPMP also identifies nine (9) 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 (11)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 (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; and,
WHEREAS, approval of the Tax-Sharing Compensation Agreement is not considered a"project"
for purposes of the California Environmental Quality Act, Pub. Resources Code § 21000, et seq.
("CEQA") as that term is defined in CEQA Guidelines § 15378; and,
NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco
does hereby take the following actions:
(1) Finds and determines that the recitals are true and correct;
(2) Approves the Tax-Sharing Compensation Agreement in substantially the same form attached
hereto as Exhibit A;
(3) Subject to approval of the form of the Tax-Sharing Compensation Agreement by the
Oversight Board, authorizes the City Manager to enter into and execute the Tax-Sharing Compensation
Agreement on behalf of the City,in substantially the same form as attached hereto as Exhibit A;to make any
revisions,amendments,or modifications,subject to review and approval of the City 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 City's obligations thereunder.
(4)Upon full execution of the Tax-Sharing Compensation Agreement by the Taxing Entities and the
City,accepts the Properties conveyed to the City by the Successor Agency by grant deeds and authorizes the
City Manager to take any action and execute any documents as may be necessary to accept the Properties,in
accordance with the LRPMP, and pursuant to Health and Safety Code section 34181, subdivision (a).
* * *
I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City
Council of the City of South San Francisco at a regular meeting held on the 24th day of February, 2016 by
the following vote:
AYES: Councilmembers Karel Matsumoto, Richard A. Garbarino, and Liza Normandy
Vice Mayor Pradeep Gupta and Mayor Mark N. Addiego
NOES: None
ABSTAIN: None
ABSENT: None
ATTEST: �� A A
.sta r i� , Cit�-rk
EXHIBIT A
Tax-Sharing Compensation Agreement
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REVISED DRAFT AGENDA ITEM NO. 13
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,
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F. The approved LRPMP identifies nineteen (19) properties to be transferred from
the Successor Agency for disposition and development consistent with the LRPMP; and,
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,
I. Pursuant to the LRPMP,the Successor Agency's transfer of real property assets
to the City for future development is subject to entering into this Agreement with the Taxing
Entities for the distribution of 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
San Mateo County Resource Conservation District
County Education Tax
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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,
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 governmental 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 L RP MP 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.
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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
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.
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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 ON FOLLOWING PAGES.
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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 ON FOLLOWING PAGES.
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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 2 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 ON FOLLOWING PAGES.
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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 ON FOLLOWING PAGES.
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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 ON FOLLOWING PAGES.
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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 ON FOLLOWING PAGES.
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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 ON FOLLOWING PAGES.
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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
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EXHIBIT A
PROPERTIES
Parcels to be conveyed consistent with the Plans:
Number Disposition Address APN
1. Future Development Former PUC Properties 093-312-050
2. 093-312-060
3. 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. Governmental Use Former PUC Properties 093-331-050
B. 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
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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%
2613182.1
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