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HomeMy WebLinkAbout2016-11-30 e-packet@600Wednesday, November 30, 2016 6:00 PM City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA Joint Special Meeting City Council and Successor Agency Special Meeting Agenda November 30, 2016Joint Special Meeting City Council and Successor Agency Special Meeting Agenda NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, that the Successor Agency to the City of South San Francisco Redevelopment Agency and the City Council will hold a Joint Special Meeting on Wednesday, November 30, 2016, at 6:00 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 - comments are limited to items on the Joint Special Meeting Agenda. Report regarding Memorandum of Understanding between the City of South San Francisco and the South San Francisco Successor Agency Authorizing the City of South San Francisco to convey properties to SSF Miller Cypress PRI, LLC Pursuant to the Oversight Board Resolution 4-2016 and the Purchase and Sale Agreement between the Successor Agency and Miller-Cypress SSF, LLC dated February 23, 2016. (Steve Mattas, Assistant City Attorney) 1. Adjournment. Page 2 City of South San Francisco Printed on 12/2/2016 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-951,Version:1 Report regarding Memorandum of Understanding between the City of South San Francisco and the South San Francisco Successor Agency Authorizing the City of South San Francisco to convey properties to SSF Miller Cypress PRI,LLC Pursuant to the Oversight Board Resolution 4-2016 and the Purchase and Sale Agreement between the Successor Agency and Miller-Cypress SSF,LLC dated February 23,2016.(Steve Mattas,Assistant City Attorney) RECOMMENDATION It is recommended that City Council and Successor Agency approve,by motion,the attached Memorandum of Understanding (MOU)between the City of South San Francisco (City)and the South San Francisco Successor Agency (Successor Agency)authorizing the City to convey designated properties to SSF Miller Cypress PRI,LLC pursuant to Oversight Board Resolution 4-2016 and the Purchase and Sale Agreement between the Successor Agency and Miller-Cypress SSF, LLC. BACKGROUND The Successor Agency is the owner of the former Ford properties identified as County Assessor’s Parcel Numbers 012-317-110 (401 Airport Boulevard)(Parcel A.1),012-317-100 (411 Airport Boulevard)(Parcel A.2),012-317-090 (421 Airport Boulevard)(Parcel A.3),012-318-030 (315 Airport Boulevard)(Parcel D),012 -314-100 (405 Cypress Avenue)(Parcel B),and 012-314-220 (216 Miller Avenue parking lot)(Parcel C).In August,2014,the Successor Agency and Miller Cypress,LLC entered into an Exclusive Negotiation Rights Agreement (ENRA)for the potential purchase of the properties.On February 23,2016,the Successor Agency and Miller-Cypress SSF,LLC entered into a purchase and sale agreement pursuant to which Miller-Cypress would acquire the properties. The purchase and sale agreement was approved by the Successor Agency and the South San Francisco Oversight Board.Oversight Board Resolution 4-2016 also authorized the transfer of the property from the Successor Agency to the City for subsequent conveyance to Miller Cypress SSF,pursuant to the terms of the purchase and sale agreement.For financing purposes,Miller Cypress SSF,LLC subsequently assigned its interest and obligations under the purchase and sale agreement and the related development agreement to SSF Miller Cypress PRI, LLC. The Amended Long Range Property Management Plan (LRPMP)adopted by the Successor Agency,the Oversight Board,and approved by the Department of Finance establish a process for disposition of former Redevelopment Agency owned properties that involves conveyance of the properties designated for development to the City and thereafter conveyance to the ultimate buyer,in this case SSF Miller Cypress PRI, LLC.Accordingly,in the future,similar property dispositions pursuant to the LRPMP will involve a purchase and sale agreement between the City and the buyer.The net proceeds from the disposition of the properties will be distributed to the taxing entities pursuant to the Master Agreement for Taxing Entity Compensation, previously approved by the City and the Oversight Board. The attached MOU authorizes the City to receive and convey the properties to SSF Miller Cypress PRI,LLC consistent with the terms of the purchase and sale agreement between the Successor Agency and Miller- Cypress SSF,LLC dated February 23,2016.The MOU also provides that the City’s agreement to receive and City of South San Francisco Printed on 11/23/2016Page 1 of 2 powered by Legistar™ File #:16-951,Version:1 Cypress SSF,LLC dated February 23,2016.The MOU also provides that the City’s agreement to receive and convey the property does not assign any other obligations of the Successor Agency as set forth in the purchase and sale agreement to the City. FUNDING There is no funding impact associated with this item. CONCLUSION Approval of the MOU will facilitate close of escrow on the properties, which is expected to occur in December 2016. Attachment: 1.Memorandum of Understanding between the City of South San Francisco and the South San Francisco Successor Agency. City of South San Francisco Printed on 11/23/2016Page 2 of 2 powered by Legistar™ 1 11153783.1 MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF SOUTH SAN FRANCISCO AND SOUTH SAN FRANCISCO SUCCESSOR AGENCY RELATED TO CONVEYANCE OF PROPERTIES FROM SOUTH SAN FRANCISCO SUCCESSOR AGENCY TO SSF MILLER CYPRESS PRI, LLC PURSUANT TO THE PURCHASE AND SALE AGREEMENT BETWEEN THE SUCCESSOR AGENCY AND MILLER- CYPRESS SSF, LLC This Memorandum of Understanding between the City of South San Francisco (“City”) and the South San Francisco Successor Agency (Successor Agency” is entered into on December __, 2016, by and between the City and Successor Agency each of which is referred to herein individually as “Party” and jointly as “Parties” to assist in effectuating the Purchase and Sale Agreement and Joint Escrow Instructions between the Successor Agency and SSF Miller Cypress PRI, LLC dated February 23, 2016. RECITALS WHEREAS, the Successor Agency is the owner of certain real property located in the City of South San Francisco, known as County Assessor’s Parcel Number 012-317-110 (“401 Airport Boulevard”), 012-317-100 (“411 Airport Boulevard”), 012-317-090 (“421 Airport Boulevard”), 012- 314-100 (“405 Cypress Avenue”), 012-314-220 (“216 Miller Avenue”), 012-318-080 (“315 Airport Boulevard”) and collectively referred to as the “Agency Property”; and, WHEREAS, on June 29, 2011 the Legislature of the State of California (the “State”) adopted Assembly Billy x1 26 (“AB 26”), which amended provisions of the Redevelopment Law; 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 Property was transferred to the Successor Agency; and, WHEREAS, pursuant to the Dissolution Law, the Successor Agency prepared a Long Range Property Management Plan (“LRPMP”), which has been approved by the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Oversight Board”) and the California Department of Finance (“DOF”); and, WHEREAS, the approved LRPMP includes the Agency Property and highlights the potential development of the sites as residential, mixed use and/or transit-oriented projects consistent with Downtown Station Area Plan adopted by the City; and, WHEREAS, the LRPMP provides for disposition of former Redevelopment Agency owned properties through conveyance of the properties designated for development to the City and thereafter 2 11153783.1 conveyance to the ultimate buyer, in this case SSF Miller Cypress PRI, LLC. WHEREAS, in August, 2014, the Successor Agency and Miller Cypress SSF, LLC entered into an Exclusive Negotiation Rights Agreement (“ENRA”) that established a mutual understanding among the City, the Successor Agency, and the Developer regarding the potential development of the Agency Properties; and, WHEREAS, the ENRA was approved by the Oversight Board in August, 2014 and the DOF on December 5, 2014; and, WHEREAS, pursuant to the LRPMP, the Successor Agency’s transfer of real property assets 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 Successor Agency-owned properties (“Tax-Sharing Compensation Agreement”); and, WHEREAS, pursuant to the LRPMP and the Tax-Sharing Compensation Agreement, the Net Unrestricted Proceeds of the sale of the Agency Properties will be conveyed to the Taxing Entities in accordance with each Taxing Entity’s pro-rate share; and, WHEREAS, Miller Cypress SSF, LLC and the Successor Agency entered into a Purchase and Sale Agreement (“PSA”), effective February 23, 2016; WHEREAS, the PSA was approved by the South San Francisco Oversight Board by Resolution 4-2016 which also authorized the transfer of the property to the City for subsequent conveyance to Miller Cypress SSF pursuant to the terms of the PSA. WHEREAS, Miller Cypress SSF, LLC subsequently assigned its interest and obligations under the PSA and the related development agreement to SSF Miller Cypress PRI, LLC. WHEREAS, Successor Agency and City agree that the purpose of this Memorandum of Understanding is to authorize the Successor Agency to convey the property to the City as part of the Closing as set forth in Section 5 of the PSA solely for the purpose of allowing the City to thereafter convey the applicable Agency Property to SSF Miller Cypress PRI, LLC pursuant to the terms and at the times set forth in the PSA; and, WHEREAS, the Parties further agree that the City does not assume any obligations or liabilities of the Successor Agency as set forth in the PSA and that such obligations and liabilities remain the obligations and liabilities of the Successor Agency. 3 11153783.1 NOW THEREFORE, in consideration of the mutual benefits and obligations herein, the Parties agree as follows: 1. Conveyance of Property Successor Agency agrees to convey the Agency Property to City as part of the Close of Escrow as set forth in Section 5 of the Purchase and Sale Agreement. City agrees that it will convey the Agency Property so designated by the Successor Agency to SSF Miller Cypress PRI, LLC as part of the Close of Escrow referenced in Section 5. Successor Agency and City agree that the Executive Director and City Manager may prepare and execute all necessary conveyance documents provided such documents comply with the provisions of the PSA. 2. No Assumption or Assignment of any Obligations or Liabilities by the City. Successor Agency and City agree that the only obligation of the City is to accept conveyance of the Agency Property as part of the Close of Escrow and to convey the Agency Propert y to SSF Miller Cypress PRI, LLC as directed by Successor Agency as part of the Close of Escrow. Successor Agency acknowledges and agrees that the City assumes no other obligations or liabilities of the Successor Agency as set forth in the PSA. 3. Miscellaneous Provisions. a. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained therein and supersedes all prior or contemporaneous agreements, representations and understandings of the Parties relative thereto. b. Headings. The subject headings of the articles and paragraphs in this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions. c. Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, all remaining portions of the Agreement, or the application thereof, will remain in full force and effect. d. Construction and Interpretation of Agreement. This Agreement, and each of its provisions, terms and conditions, has been reached as a result of negotiations between the Parties. Accordingly, each Party expressly acknowledges and agrees that: this Agreement shall not be deemed to have been authored, prepared, or drafted by any particular Party; and that the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or in the resolution of disputes. e. Modifications. This Agreement may only be modified in a writing executed by both Parties. f. Governing Law. This Agreement is governed by the laws of the State of California as applied to contracts that are made and performed entirely in California. 4 11153783.1 IN WITNESS WHEREOF, the City and Successor Agency have entered into this Memorandum of Understanding as of the date first noted above. CITY OF SOUTH SAN FRANCISCO By: _______________________________________ Name: _________________________________ Its: City Manager Approved as to Form: _______________________________________ City Attorney South San Francisco Successor Agency By: _______________________________________ Name: Its: Chairperson Attest: _______________________________________ Clerk Approved as to Form: _______________________________________ Agency Counsel 2735441.1