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HomeMy WebLinkAboutSuccessor Agency to the Redevelopment Agency 2019-04-17couNo. it 01.o3 MASTER AGREEMENT FOR TAXING ENTITY COMPENSATION (City of Ukiah) This Master Agreement for Taxing Entity Compensation (this "Agreement"), dated for reference purposes as of SAI i, t1 , 2019, is entered into by and among the Successor Agency to the Ukiah Redevelopment Agency (the "Successor Agency") and the following public agencies (all of which are collectively referred to herein as the "Taxing Entities"): Mendocino County Water Agency ("Water Agency"); City of Ukiah, a municipal corporation ("City"); County of Mendocino, a political subdivision of the State of California ("County"); Mendocino -Lake Community College District ("MLCCD"); Mendocino County Office of Education ("COE"); Ukiah Unified School District ("UUSD"); Russian River Cemetery District ("Cemetery District"); Ukiah Valley Sanitation District ("Sanitation District"); and Russian River Flood Control and Water Conservation Improvement District ("Flood Control District"). RECITALS A. Pursuant to Assembly Bill xl 26, effective February 1, 2012, the Ukiah Redevelopment Agency ("Redevelopment Agency") was dissolved, and pursuant to Health & Safety Code Section 34173, the City elected to serve as the Successor Agency to the dissolved Redevelopment Agency, and pursuant to Health and Safety Code Section 34173(g), the Successor Agency is a separate legal entity from the City. B. Pursuant to Health and Safety Code Section 34191.5, the Successor Agency prepared a Long -Range Property Management Plan ("LRPMP") that addresses disposition of the real property owned by the former Redevelopment Agency. C. On September 24, 2014, an amended LRPMP was approved by Resolution of the Oversight Board to the Successor Agency (the "Oversight Board"), a seven -member board established pursuant to Health and Safety Code Section 34179 that includes among others representatives appointed by the County Board of Supervisors, the Mayor of the City, the County Superintendent of Schools, and the Chancellor of the California Community Colleges. D. On December 30, 2014, the State Department of Finance ("DOF") approved the amended LRPMP. 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 base ("Tax Base") for property located within the Ukiah 1 Redevelopment Project Area (the "Project Area") formerly administered by the Redevelopment Agency. 2. Sites to be Sold or Conveyed for Development Consistent with Plans. The LRPMP provides that pursuant to Health & Safety Code Section 34191.5(c)(2), one (1) site (the "Future Development Site") 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 Ukiah General Plan (all of the foregoing, collectively, the "Plans"). In addition, portions of six (6) other parcels (the "Sale Parcels") will be sold by the Successor Agency. The Future Development Site and Sale Parcels (individually a "Site" and collectively, the "Property") are more fully described in Exhibit A. 3. Compensation Arrangement. The Successor Agency and City agree that, consistent with the LRPMP, in connection with the subsequent conveyance of any Site, the Successor Agency or City, as the case may be, will remit the Net Unrestricted Proceeds to the Mendocino County Auditor -Controller for distribution to the Taxing Entities in accordance with each Taxing Entity's pro rata share of the Tax Base. "Net Unrestricted Proceeds" shall mean the proceeds of sale received by the Successor Agency or City, as the case may be, for the sale of any Site, less: (i) costs incurred by the Successor Agency or City for expenses incurred in connection with the management and disposition of the Site, including without limitation, costs incurred for property management, maintenance, insurance, marketing, appraisals, brokers' fees, escrow, closing costs, survey, title insurance, 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 Site, 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 Site. Upon request, the Successor Agency or City, as applicable, shall deliver to the Taxing Entities an accounting of all such costs, expenses and restricted proceeds. 4. Sale Procedures and Proceeds. The Parties acknowledge that (a) Successor Agency is obligated to sell each Sale Parcel in accordance with the LRPMP, and (b) City is obligated to convey the Future Development Site for development consistent with the Plans. The Parties further acknowledge that consistent with Senate Bill 470, prior to the disposition of the Future Development Site or any part thereof, the City may be obligated to hold a noticed public hearing and prepare a report that includes, among other things (i) an explanation of why the disposition will assist in the creation, retention, or expansion of job opportunities, increased property tax revenues, and the development of affordable housing, transit priority projects and sustainable development, and (ii) an explanation of the difference between the highest and best use value and the disposition price taking into consideration development constraints and requirements, and the covenants, conditions and development costs required by the sale or lease. The City anticipates that the disposition price for the Future Development Site may be minimal when remediation costs, the costs required for necessary public improvements and infrastructure, and other development constraints are taken into account. 5. 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. Nonetheless, in compliance with a directive from DOF, with Oversight Board consent, the 2 Successor Agency amended the LRPMP to provide that the Successor Agency will enter into an agreement with the taxing entities that addresses disposition of the Future Development Site, and the Successor Agency has also included the Sale Parcels within this Agreement in order to confirm that the Net Unrestricted Proceeds from the sale of the Sale Parcels are intended to be distributed to the taxing entities in accordance with the LRPMP. Notwithstanding the foregoing, this section of this Agreement will not be operative if a court order, legislation or Department of Finance policy reverses the Department's directive regarding such agreements, and in such event, the City and the Successor Agency will be permitted to dispose of the Property even if this Agreement has not been executed by all Taxing Entities. Notwithstanding the foregoing, the Successor Agency and City agree that they will comply with the provisions of the LRPMP that require payment of Net Unrestricted Proceeds to the Taxing Entities. 6. Term of Agreement. This Agreement shall remain in full force and effect until the Net Unrestricted Proceeds from the sale of the last of the Sites has been paid to the County Auditor - Controller for disbursement to the Taxing Entities, at which time it shall automatically terminate. 7. Miscellaneous Provisions. 7.1 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. 7.2 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. 7.3 Action or Approval. Whenever action and/or approval by City or Successor Agency is required under this Agreement, the City Manager or his or her designee may act on and/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 or the Successor Agency for consideration. 7.4 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. 7.5 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 3 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. 7.6 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. 7.7 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. 7.8 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. 7.9 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 Mendocino County, California or in the appropriate Federal District Court. SIGNATURES ON FOLLOWING PAGES. 4 IN WITNESS WHEREOF, the Parties have executed this Agreement by their authorized representatives as indicated below. SUCCESSOR AGENCY TO THE UKIAH REDEVELOPMENT AGENCY BY: 1h1aThe,t 11� i�UaL Name: Maureen Mulheren Title: Chair of the Successor Agency to the Ukiah Redevelopment Agency Attest by: InAt t?-tS7 1-fsfivtE C[T r CLM& APPROVED AS TO FO B Success s Agency Counsel Address f• Notices: 300 S. inary Ave U 'ah, CA 95482 SIGNATURES CONTINUE ON FOLLOWING PAGES. 5 MENDOCINO COUNTY WATER AGENCY By: Name: Cazee 6201,o1 Title: �GtIfZ t �j ULLi�._ �-� D i lre rj Approved as to form: Z/ Address for Notices: Mendocino County Water Agency 501 Low Gap Road, Room 1010 Ukiah, CA 95482 I hereby certify that according to the provisions of Government Code sections 25103, delivery of this document has been made. CARMEL J ANGELO lerof Bp- d Deputy By: ATTEST: Carmel J. Angelo, Clerk of the Board Me ocino Cont Board of Supervisors WA_ ct4,41-01 DEPUTY SIGNATURES CONTINUE ON FOLLOWING PAGES. 8 CITY OF UKIAH, a municipal corporation By: (Walk Name: MAiAkEEN fv t(_ -i-1 ERE Title: Mi YOR A A ujj Attest by: fA445'hat KW sn n, c_AVvLE ?1 C t rr C APPROVED AS TO FORM: By. Address for Notices: City of Ukiah 300 Seminary Ave Ukiah, CA 95482 17 SIGNATURES CONTINUE ON FOLLOWING PAGES. COUNTY OF MENDOCINO, a political subdivision of the State of California tte Lck7-er\AW6 Approved as to form: -- /&.i/i ` ( OE n- t y County Counsel Address for Notices: County of Mendocino 501 Low Gap Road Ukiah, CA 95482 ATTEST: Carmel J. Angelo, Clerk of the Board Me% cin •J Cou ty B ar of Supervisors puniv I hereby certify that according to the provisions of Government Code sections 25103, delivery of this document has been made. CAMEL J ANGELO Cr r of a Bo SIGNATURES CONTINUE ON FOLLOWING PAGES. Deputy 1VIENDOCINO-LAKE COMMUNITY COLLEGE DISTRICT, a public school district By: Naive: eA wi Title: Attest by: Approved as to form: ;4 It1ZN Address for Notices: Mendocino -Lake Community College District 1000 Hensley Creek Road Ukiah, CA 95482 SIGNATURES CONTINUE ON FOLLOWING PAGES. 10 MENDOCINO COUNTY OFFICE OF EDUCATION By: 1*-_ Name: thetc__K_ 5f 1-e Title: �SSIS `t - J frl f Attest by: Approved as to form: Address for Notices: Mendocino County Office of Education 2240 Old River Road Ukiah, CA 95482 SIGNATURES CONTINUE ON FOLLOWING PAGES 11 UKIAH UNIFIED SCHOOL DISTRICT, a public school district By: ----/).-E--x-P.-44,76-4-44,2-n. Name: r12-4 Act -au5ca 9 Title: e /use f 40a;ne55 �,�,ciet Attest by: Approved as to form: Address for Notices: Ukiah Unified School District 511 South Orchard Ave Ukiah, CA 95482 SIGNATURES CONTINUE ON FOLLOWING PAGES. RUSSIAN RIVER FLOOD CONTROL AND WATER CONSERVATION IMPROVEMENT DISTRICT, a special district By: Name: Title: '0'rn B. 'R ►fdcAn Attest by: Approved as to form: beth s J € .ei72/ Auy"_ Address for Notices: Russian River Flood Control & Water Conservation Improvement District 151 Laws Ave, Suite D Ukiah, CA 95482 UKIAH VALLEY SANITATION DISTRICT, a special district By: da,aiiitft"4/A4A' Name: Title: Attest by: Cbacea, ,Pl a -e. Ap.rov-. as t; form: Address for Notices: Ukiah Valley Sanitation District 151 Laws Ave Ukiah, CA 95482 3 )/ SIGNATURES CONTINUE ON FOLLOWING PAGES RUSSIAN RIVER CEMETERY DISTRICT, a special district By: 61440-e Y ` (2 -- L- V, LeNNERTo/J Title: Attest by: Approved as to form: Address for Notices: Russian River Cemetery District 940 Low Gap Road Ukiah, CA 95482 SIGNATURES CONTINUE ON FOLLOWING PAGES