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HomeMy WebLinkAbout2018 CON CDC Various Taxing Entities - Compensation Agreement - 130 East 8th StreetCOMPENSATION AGREEMENT REGARDING LONG RANGE PROPERTY MANAGEMENT PLAN PROPERTY RETAINED BY THE CITY OF NATIONAL CITY FOR FUTURE DEVELOPMENT (130 East 8th Street, National City, CA APN # 556-472-26) This Compensation Agreement ("Agreement"), dated as of /llQ q , 2018 ("Effective Date"), is entered into by and among the City of National City ("City"), the County of San Diego, the National School District, the Sweetwater Union High School District, Southwestern College, San Diego County Superintendent of Schools, and the San Diego County Water Authority (collectively referred to as "Taxing Entities"), on the basis of the following facts, understandings, and intentions of the parties: RECITALS A. Assembly Bill 26X, as amended by AB 1484, SB 107, and other statutes, together, being referenced below as the "Dissolution Act" dissolved redevelopment agencies and required successor agencies to wind down redevelopment agencies' affairs. B. Pursuant to the Dissolution Act, all real property owned by the dissolved National City Redevelopment Agency was transferred to the control of the Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency"). C. Health and Safety Code Section 34191.5(b) requires a successor agency to prepare a long- range property management plan ("LRPMP") that addresses the disposition and use ofthe real properties of the former redevelopment agency within six months of receiving a "finding of completion". D. Health and Safety Code Section 34191.5(b) also requires the Successor Agency to submit the LRPMP to its Oversight Board and the California Department of Finance ("DOF") for approval. E. On December 30, 2015, DOF approved a revised LRPMP which was prepared by the Successor Agency ("Revised LRPMP"). F. DOF's letter to the Successor Agency approving the Revised LRPMP provides that "[p]ursuant to HSC section 34191.3(a) the approved LRPMP shall govern, and supersede all other provisions relating to, the disposition and use of all the real property assets of the former redevelopment agency." Page 1 of 11 G. The Revised LRPMP provides that eighteen (18) County Assessor parcels will be transferred to and retained by the City for future development (each individually a "Future Development Parcel"). One Future Development Parcel is that certain real property located at 130 East 8th Street, National City, California, APN #556-472-26 ("Property"). H. The City has entered into an Exclusive Negotiating Agreement dated as of June 20, 2017 ("ENA"), pursuant to which the City will negotiate with IDNP Holdings, LLC, a California limited liability company ("Developer"), in accordance with the terms and conditions of the ENA. I. On October 23, 2017 the Developer submitted a Letter of Intent providing that the Developer shall pay the City Five Hundred Twenty Thousand and No/100 Dollars ($520,000) as the purchase price for the Property, which is the fair market value of the Property as of September 19, 2017, pursuant to that certain appraisal report conducted by Brad Woodall of Brad C.Woodall, MAI. J. The Revised LRPMP provides that in connection with the Property, the City shall enter into a compensation agreement with the affected taxing entities. This Agreement is the compensation agreement referenced in the Revised LRPMP with respect to the Property. K. Health and Safety Code Section 34180(f) provides that if a city wishes to retain any properties or other assets for future redevelopment activities, funded from its own funds and under its own auspices, it must reach a compensation agreement with other taxing entities to provide payments to them in proportion to their shares of the base property tax, as determined pursuant to Section 34188, for the value of the property retained. L. The parties recognize that real property is unique, and accordingly, agree that the provisions of this Agreement shall not establish a precedent with respect to properties to be disposed of in the future by the City of National City. NOW, THEREFORE, the parties agree as follows: Section 1. Allocation of Sale Proceeds from Sale of Property. The parties agree that pursuant to the Letter of Intent, the City will distribute $495,300.00 ($520,000 less $24,700 in agreed upon costs illustrated on Table 1 on the following page) within 30 days after the close of escrow to the Taxing Entities in proportion to each agency's share of the base property tax as determined pursuant to Health and Safety Code Section 34188 and by the County's Auditor and Controller as set forth in table 2 on the following page: Page 2of11 Table 1: Agreed Upon Costs for Sale of the Property Estimated Escrow Fees/ Closing Costs $4,000 Estimated Public Notice $800 Estimated Economic Opportunity Report $3,500 Phase I Environmental Report $5,500 Appraisal Report $3,500 Estimated Maintenance Costs $2,000 Estimated Management Costs $2,900 Estimated Legal Fees $2,500 TOTAL ESTIMATED COSTS $24,700 TABLE 2: IMPACTED TAXING ENTITIES Fund Name FUND IMPACT RATIOS COUNTY OF SAN DIEGO (County General) 0. 14985901 NATIONAL SCHOOL DISTRICT 0. 28819989 SWEETWATER UNION HIGH SCHOOL DISTRICT 0. 17634280 SOUTHWESTERN COLLEGE 0. 04751699 SAN DIEGO COUNTY OFFICE OF EDUCATION 0. 02115941 EDUCATIONAL REVENUE AUGMENTATION FUND 0. 13305549 CITY OF NATIONAL CITY 0. 17992109 SAN DIEGO COUNTY WATER AUTHORITY 0. 00394531 TOTAL 1.00000000 Section 2. Condition Precedent. Any duty imposed on the City by this Agreement is based upon the consummation of the sale of the Property in accordance with the Purchase Agreement. No representations or assurances are made by the City as to when, if ever, the sale will be consummated. Page 3 of 11 Section 3. Effective Date and Term. This Agreement shall be effective from the Effective Date specified above and shall remain in effect until the provisions of Section 1 above are fully performed or the Purchase Agreement is terminated, whichever occurs first. Notwithstanding any other provision of this Agreement or the Revised LRPMP, a party may terminate this Agreement upon written notice to the other parties if a court order, legislation, or DOF policy reverses the requirement or need for this Agreement (an "Early Termination"). An Early Termination shall become effective five (5) days after the terminating party delivers the required notice to the other parties in accordance with this Agreement. Upon effectiveness of an Early Termination, no party shall have any further rights or obligations under this Agreement. An Early Termination shall not be permissible if the net sale proceeds from the sale of the Property have already been distributed in accordance with this Agreement. Notwithstanding any other provision contained herein, once the City makes a payment to a taxing entity, the payment is irrevocable. Section 4. Miscellaneous Provisions. a. Notices. All notices, statements, or other communications made pursuant to this Agreement to another party or parties shall be in writing and addressed to the applicable party at the address listed on Exhibit A, which is attached hereto and incorporated herein by this reference. All such notices shall be sent by: (1) personal delivery, in which case rtotice is effective upon delivery; (2) 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 (3) 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. Any party may change its address for notice purposes by written notice to the other parties prepared and delivered in accordance with the provisions of this Section. b. No Third Party Beneficiaries. No person or entity other than the parties and their successors and assigns shall have any right under this Agreement. c. State Law; Venue. This Agreement, and the rights and obligations of the parties hereto, shall be construed and enforced in accordance with the laws of the State of California. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of San Diego County, California or in the Federal District Court for the Southern District of California. d. Entire Agreement; Amendment. This Agreement constitutes the entire and Page 4 of 11 integrated agreement of the parties and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be modified only in writing and only if signed by all of the parties hereto. e. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 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 shall be deemed as binding as if an originally signed counterpart was delivered. f. Costs. The parties shall each bear their own costs, expert fees, attorneys' fees and other fees incurred in connection with this Agreement, including, without limitation if any legal action is brought by any party because of a breach of this Agreement or to enforce a provision of this Agreement. g. No Partnership. Nothing contained in this Agreement shall be construed to constitute any party as a partner, employee, joint venturer, or agent of any other party. h. 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. i. 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. j. Action or Approval. Whenever action and/or approval by the City is required under this Agreement, the City Manager or his or her designee may act on and/or approve such matter, or unless the City Manager determines in his or her discretion that such action or approval requires referral to the City Council for consideration. [remainder of page left intentionally blank] [signatures on following pages] Page 5of11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth in the opening paragraph of this Agreement. ATTEST: me: Mike Dalla Title: City Clerk APPROVED AS TO FORM: B CITY OF NATIONAL CITY BF.�L(..- Name: Leslie Deese Title: City Manager [remainder of page left intentionally blank] [signatures on following pages] Page 6 of 11 COUNTY OF SAN DIEGO By: ATTEST: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: Title: (irk of the Board DATE• Z oi/7 Approved and/or authorized by the Board of Supervisors of the County Of San Diego. Meeting Date: .= S_O/ Minute Order No 9 Date:/02/7A9/7 of the Board APPROVED AS SO FORM AND LEGALITY MINTY COUNSEL BY SENIOR DEPUTY [remainder of page left intentionally blank] [signatures on following pages] Page 7 of 11 NATIONAL SCHOOL DISTRICT By: Ail EST: By: Name: �jt'(�v►, �/�n�rJ��? Title: k•Gtw..: r►-: SYAOw /NLS1 4- - Name:`+l ADE 1.*--- 'arson Title: Aess71_ 54 s. SSxs. BDG'' azizsi o(8 APPROVED AS TO FORM: By: Name: Title: [remainder of page left intentionally blank] [signatures on following pages] Page 8 of 11 80 SWEETWATER UNION HIGH SCHOOL DISTRICT ATTEST: By: _ Name: Title: APPROVED AS TO FORM: By: _ Name: Title: By: _ Name: Kichel Title: Chief Financial Officer [remainder of page left intentionally blank] [signatures on following pages] Page 9of11 SOUTHWESTERN COLLEGE ---.--, k., By: Name: Timothy Flood Title: Vice President Business & Financial Affairs ATTEST: By: ame: Rizza Dela Cuadra Title: Acting Director of Finance APPROVED AS TO FORM: By: V Name: Deborah Allen Title: Acting Director of Procurement., Central Services, and Risk Management [remainder of page left intentionally blank] [signatures on following pages] Page 10 of 11 SAN DIEGO COUNTY SUPERINTENDENT OF SCHOOLS ATTEST: Name: Padf Gotl[fj,�Ed.D. Title: County Superintendent of Schools By: Name: Title: APPROVED AS TO FORM: By: Name: Title: i7 [remainder of page left intentionally blank] [signatures on following page] Page 11 of 12 SAN DIEGO COUNTY WATER AUTHORITY ATTEST: By: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: Name: CJi4(S 70,i/1642 a)O/42/'f Title: 6)i Y/ZdLL%z Page 12 of 11 RESOLUTION NO. 2018 — 20 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE A COMPENSATION AGREEMENT WITH THE AFFECTED TAXING ENTITIES PERTAINING TO THE SALE OF PROPERTY LOCATED AT 130 EAST 8T" STREET IN NATIONAL CITY TO PROTEA NATIONAL CITY, LLC, PURSUANT TO THE REVISED LONG RANGE PROPERTY MANAGEMENT PLAN WHEREAS, the Community Development Commission as the National City Redevelopment Agency ("Redevelopment Agency") owned that certain real property generally located at 130 East 8th Street (Assessor's Parcel Nos. 569-472-26) within the City of National City, County of San Diego, State of California ("Property"); and WHEREAS, pursuant to California Health and Safety Code Section 34172, the Redevelopment Agency was dissolved by operation of law as of February 1, 2012, and pursuant to California Health and Safety Code Section 34173, the Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency") became the successor agency and successor -in -interest to the Redevelopment Agency, confirmed by Resolution No. 2012-15 adopted on January 10, 2012, by the City Council of the City of National City ("City"); and WHEREAS, in accordance with California Health and Safety Code Section 34191.5, the Property was listed on the Successor Agency's Revised Long Range Property Management Plan ("Revised LRPMP"), which provides that the Property is to be sold at fair market value, and the Revised LRPMP has been approved by the Oversight Board of the Successor Agency ("Oversight Board") and the California Department of Finance ("DOF"); and WHEREAS, at its regular meeting on May 17, 2016, the Successor Agency met and pursuant to Resolution No. 2016-77 approved the transfer of the Property, among other properties, from the Successor Agency to the City in accordance with the Revised LRPMP; and WHEREAS, at its regular meeting on May 17, 2016, the City Council met, and pursuant to Resolution No. 2016-70, accepted the transfer of the Property, among other properties, from the Successor Agency to the City in accordance with the LRPMP; and WHEREAS, in accordance with the DOF-approved Revised LRPMP, the net proceeds from the sale of the Property pursuant to the Purchase and Sale Agreement will be distributed as property tax to each taxing entity in an amount proportionate to its share of property tax revenues; and WHEREAS, on January 16. 2018, the City Council adopted Resolution No. 2018- 2, approving the sale of the property located at 130 East 8th Street to Protea National City, LLC; and WHEREAS, pursuant to Health and Safety Code Section 34188, upon the sale of any Future Development Parcel, the City shall remit the hereinafter defined "Net Unrestricted Sales Proceeds" for such Future Development Parcels among the affected taxing entities on a pro rata basis in proportion to each entity's respective share of the property tax base; and WHEREAS, all of the affected taxing agencies have approved the Compensation Agreement as to form, which includes the County of San Diego, National School District, Resolution No. 2018 — 20 Page Two Sweetwater Union High School District, Southwestern College, San Diego County Office of Education, San Diego County Water Authority, and the City of National City; and WHEREAS, the sales price of the property is $520,000, with an estimated $24,700 being deducted for holding costs incurred by the City for marketing and managing the property, and when the sale is finalized, the net sale proceeds of $495,300 will be distributed to the taxing entities based on each entity's proportional share of base property tax for the parcel; and WHEREAS, according to County Auditor and Controller records, the City's proportional share for the parcel is 17.992109%, resulting in $89,114.87 in estimated revenue. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the City Manager to execute a Compensation Agreement with the affected Taxing Entities pertaining to the sale of the property located at 130 East 8th Street in National City sold to Protea National City, LLC, pursuant to the Revised Long Range Property Management Plan. A copy of said Compensation Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 6th day of February, ATTEST: A Mic ael R. Dalla, !ity Clerk APPROVED AS TO FORM: Angil Cittorney s- ones 018. Ron orrison, Mayor Passed and adopted by the Council of the City of National City, California, on February 6, 2018 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California /i City erk of the City of tional City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2018-20 of the City of National City, California, passed and adopted by the Council of said City on February 6, 2018. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: February 6, 2018 AGENDA ITEM NO. 23 TEM TITLE: !Resolution of the City Council of the City of National City authorizing the City Manager to execute a Compensation Agreement with the affected Taxing Entities pertaining to the sale of property located at 130 East 8th Street in National City to Protea National City, LLC pursuant to the Revised Long Range Property Management Plan. PREPARED BY: Greg Rose, Property Agent DEPARTMENT: H PHONE: 619-336-4266 APPROVED EXPLANATION: Pursuant to Health and Safety Code Section 34188, upon the sale of any Future Development Parcel, the City shall remit the hereinafter defined "Net Unrestricted Sales Proceeds" for such Future Development Parcels among the affected taxing entities on a pro rata basis in proportion to each entity's respective share of the property tax base. A list of the affected taxing entities is included as Exhibit "A" to the Compensation Agreement. Economic Dev. The sales price of the property is $520,000.00, with an estimated $24,700.00 being deducted for holding cost incurred by the City for marketing and managing the property. When the sale is finalized, the net sale proceeds estimated at $495,300.00 will be distributed to the taxing entities based on each entity's proportional share of base property tax for the parcel. According to County Auditor and Controller records, the City's proportional share for the parcel is 17.992109%, resulting in $89,114.87 in estimated ?venue. Subtracting the City's share from the sale price leaves $406,185.13 to be distributed to the taxing entities. FINANCIAL STATEMENT: APPROVED: ACCOUNT NO. APPROVED: $24,700.00 to 001-45462-3636 Refunds and Reimbursements $89,114.87 to 001-45462-3019 Sale of Property- Residual Balance Distribution Finance MIS ENVIRONMENTAL REVIEW: Approval of the property transfer is not a "Project" under section 15378 of the California Environmental Quality Act ("CEQA") guidelines because the proposed action consists of an administrative activity that will not result in direct or indirect physical changes to the environment.! ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt the Resolution. BOARD / COMMISSION RECOMMENDATION: Not applicable. ATTACHMENTS: 1. Compensation Agreement 2. Background 3. Resolution Attachment No. 1 COMPENSATION AGREEMENT REGARDING LONG RANGE PROPERTY MANAGEMENT PLAN PROPERTY RETAINED BY THE CITY OF NATIONAL CITY FOR FUTURE DEVELOPMENT (130 East 8th Street, National City, CA APN # 556-472-26) This Compensation Agreement ("Agreement"), dated as of , 2017 ("Effective Date"), is entered into by and among the City of National City ("City"), the County of San Diego, the National School District, the Sweetwater Union High School District, Southwestern College, San Diego County Superintendent of Schools, and the San Diego County Water Authority (collectively referred to as "Taxing Entities"), on the basis of the following facts, understandings, and intentions of the parties: RECITALS A. Assembly Bill 26X, as amended by AB 1484, SB 107, and other statutes, together, being referenced below as the "Dissolution Act" dissolved redevelopment agencies and required successor agencies to wind down redevelopment agencies' affairs. B. Pursuant to the Dissolution Act, all real property owned by the dissolved National City Redevelopment Agency was transferred to the control of the Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency"). C. Health and Safety Code Section 34191.5(b) requires a successor agency to prepare a long- range property management plan ("LRPMP") that addresses the disposition and use ofthe real properties of the former redevelopment agency within six months of receiving a "finding of completion". D. Health and Safety Code Section 34191.5(b) also requires the Successor Agency to submit the LRPMP to its Oversight Board and the California Department of Finance ("DOF") for approval. E. On December 30, 2015, DOF approved a revised LRPMP which was prepared by the Successor Agency ("Revised LRPMP"). F. DOF's letter to the Successor Agency approving the Revised LRPMP provides that "[p]ursuant to HSC section 34191.3(a) the approved LRPMP shall govern, and supersede all other provisions relating to, the disposition and use of all the real property assets of the former redevelopment agency." Page 1 of 11 Attachment No. 1 G. The Revised LRPMP provides that eighteen (18) County Assessor parcels will be transferred to and retained by the City for future development (each individually a "Future Development Parcel"). One Future Development Parcel is that certain real property located at 130 East 8th Street, National City, California, APN #556-472-26 ("Property"). H. The City has entered into an Exclusive Negotiating Agreement dated as of June 20, 2017 ("ENA"), pursuant to which the City will negotiate with IDNP Holdings, LLC, a California limited liability company ("Developer"), in accordance with the terms and conditions of the ENA. I. On October 23, 2017 the Developer submitted a Letter of Intent providing that the Developer shall pay the City Five Hundred Twenty Thousand and No/100 Dollars ($520,000) as the purchase price for the Property, which is the fair market value of the Property as of September 19, 2017, pursuant to that certain appraisal report conducted by Brad Woodall of Brad C.Woodall, MAI. J. The Revised LRPMP provides that in connection with the Property, the City shall enter into a compensation agreement with the affected taxing entities. This Agreement is the compensation agreement referenced in the Revised LRPMP with respect to the Property. K. Health and Safety Code Section 34180(0 provides that if a city wishes to retain any properties or other assets for future redevelopment activities, funded from its own funds and under its own auspices, it must reach a compensation agreement with other taxing entities to provide payments to them in proportion to their shares of the base property tax, as determined pursuant to Section 34188, for the value of the property retained. L. The parties recognize that real property is unique, and accordingly, agree that the provisions of this Agreement shall not establish a precedent with respect to properties to be disposed of in the future by the City of National City. NOW, THEREFORE, the parties agree as follows: Section 1. Allocation of Sale Proceeds from Sale of Property. The parties agree that pursuant to the Letter of Intent, the City will distribute $495,300.00 ($520,000 less $24,700 in agreed upon costs illustrated on Table 1 on the following page) within 30 days after the close of escrow to the Taxing Entities in proportion to each agency's share of the base property tax as determined pursuant to Health and Safety Code Section 34188 and by the County's Auditor and Controller as set forth in table 2 on the following page: Page 2 of 11 Attachment No. 1 Table 1: Agreed Upon Costs for Sale of the Property Estimated Escrow Fees/ Closing Costs $4,000 Estimated Public Notice $800 Estimated Economic Opportunity Report $3,500 Phase I Environmental Report $5,500 Appraisal Report $3,500 Estimated Maintenance Costs $2,000 Estimated Management Costs $2,900 Estimated Legal Fees $2,500 TOTAL ESTIMATED COSTS $24,700 TABLE 2: IMPACTED TAXING ENTITIES Fund Name FUND IMPACT RATIOS COUNTY OF SAN DIEGO (County General) 0. 14985901 NATIONAL SCHOOL DISTRICT 0. 28819989 SWEETWATER UNION HIGH SCHOOL DISTRICT 0. 17634280 SOUTHWESTERN COLLEGE 0. 04751699 SAN DIEGO COUNTY OFFICE OF EDUCATION 0. 02115941 EDUCATIONAL REVENUE AUGMENTATION FUND 0. 13305549 CITY OF NATIONAL CITY 0. 17992109 SAN DIEGO COUNTY WATER AUTHORITY 0. 00394531 TOTAL 1.00000000 Section 2. Condition Precedent. Any duty imposed on the City by this Agreement is based upon the consummation of the sale of the Property in accordance with the Purchase Agreement. No representations or assurances are made by the City as to when, if ever, the sale will be consummated. Page 3 of 11 Attachment No. 1 Section 3. Effective Date and Term. This Agreement shall be effective from the Effective Date specified above and shall remain in effect until the provisions of Section 1 above are fully performed or the Purchase Agreement is terminated, whichever occurs first. Notwithstanding any other provision of this Agreement or the Revised LRPMP, a party may terminate this Agreement upon written notice to the other parties if a court order, legislation, or DOF policy reverses the requirement or need for this Agreement (an "Early Termination"). An Early Termination shall become effective five (5) days after the terminating party delivers the required notice to the other parties in accordance with this Agreement. Upon effectiveness of an Early Termination, no party shall have any further rights or obligations under this Agreement. An Early Termination shall not be permissible if the net sale proceeds from the sale of the Property have already been distributed in accordance with this Agreement. Notwithstanding any other provision contained herein, once the City makes a payment to a taxing entity, the payment is irrevocable. Section 4. Miscellaneous Provisions. a. Notices. All notices, statements, or other communications made pursuant to this Agreement to another party or parties shall be in writing and addressed to the applicable party at the address listed on Exhibit A, which is attached hereto and incorporated herein by this reference. All such notices shall be sent by: (1) personal delivery, in which case notice is effective upon delivery; (2) 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 (3) 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. Any party may change its address for notice purposes by written notice to the other parties prepared and delivered in accordance with the provisions of this Section. b. No Third Party Beneficiaries. No person or entity other than the parties and their successors and assigns shall have any right under this Agreement. c. State Law; Venue. This Agreement, and the rights and obligations of the parties hereto, shall be construed and enforced in accordance with the laws of the State of California. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of San Diego County, California or in the Federal District Court for the Southern District of California. d. Entire Agreement; Amendment. This Agreement constitutes the entire and Page 4 of 11 Attachment No. 1 integrated agreement of the parties and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be modified only in writing and only if signed by all of the parties hereto. e. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 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 shall be deemed as binding as if an originally signed counterpart was delivered. f. Costs. The parties shall each bear their own costs, expert fees, attorneys' fees and other fees incurred in connection with this Agreement, including, without limitation if any legal action is brought by any party because of a breach of this Agreement or to enforce a provision of this Agreement. g. No Partnership. Nothing contained in this Agreement shall be construed to constitute any party as a partner, employee, joint venturer, or agent of any other party. h. 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. i. 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. j. Action or Approval. Whenever action and/or approval by the City is required under this Agreement, the City Manager or his or her designee may act on and/or approve such matter, or unless the City Manager determines in his or her discretion that such action or approval requires referral to the City Council for consideration. [remainder of page left intentionally blank] [signatures on following pages] Page 5 of 11 Attachment No. 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth in the opening paragraph of this Agreement. CITY OF NATIONAL CITY By: Name: Leslie Deese Title: City Manager ATTEST: By: Name: Mike Dalla Title: City Clerk APPROVED AS TO FORM: By: Name: Angil P. Morris -Jones Title: City Attorney [remainder of page left intentionally blank] [signatures on following pages] Page 6 of 11 Attachment No. 1 COUNTY OF SAN DIEGO ATTEST: By: _ Name: Title: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: [remainder of page left intentionally blank] [signatures on following pages] Page 7 of 11 Attachment No. 1 NATIONAL SCHOOL DISTRICT ATTEST: By: Name: Title: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: [remainder of page left intentionally blank] [signatures on following pages] Page 8 of 11 Attachment No. 1 SWEETWATER UNION HIGH SCHOOL DISTRICT ATTEST: By: Name: Title: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: [remainder of page left intentionally blank] [signatures on following pages] Page 9 of 11 Attachment No. 1 SOUTHWESTERN COLLEGE ATTEST: By: Name: Title: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: [remainder of page left intentionally blank] [signatures on following pages] Page 10of11 Attachment No. 1 SAN DIEGO COUNTY OFFICE OF EDUCATION ATTEST: By: Name: Title: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: [remainder of page left intentionally blank] [signatures on following page] Page 11 of 11 Attachment No. 1 SAN DIEGO COUNTY WATER AUTHORITY ATTEST: By: Name: Title: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: Page 12 of 11 EXHIBIT A Attachment No. 1 LIST OF NOTICE ADDRESSES OF PARTIES City of National City: City of National City 1243 National City Boulevard National City, California 91950 Attention: Leslie Deese, City Manager With a Copy to: City of National City Office of the City Attorney 1243 National City Boulevard National City, California 91950 Attn: Angil P. Morris -Jones, City Attorney County of San Diego: National School District: County of San Diego 1600 Pacific Highway Room San Diego, CA 92101 Attn: Brian Hagerty, Group Finance Director National School District 1500 N Avenue National City, CA 91950 Attn: Christopher Carson, Asst. Superintendent of Business Services Sweetwater Union High School District: Sweetwater Union High School District 1130 Fifth Ave Chula Vista, CA 91911 Attn: Karen Michel, Chief Financial Officer Southwestern College: Southwestern College 900 Otay Lake Road Chula Vista, CA 91910 Attn: Tim Flood, VP of Business and Financial Affairs San Diego County Office of Education: San Diego County Office of Education 6401 Linda Vista Road San Diego, CA 92111 Attn: Paul Gothold, Ed.D., County Superintendent of Schools San Diego County Water Authority: San Diego County Water Authority 4677 Overland Avenue San Diego, CA 92123 Attn: Christopher Woidzik, Controller Attachment No. 2 Background Report As a result of legislation (ABX1 26) signed by Governor Brown in June 2011, all redevelopment agencies throughout California were dissolved as of February 1, 2012 and successor agencies were established to wind down the affairs of the former redevelopment agencies. One of the duties of the successor agencies under the dissolution legislation was to dispose of the assets and properties of the former redevelopment agency. In June 2012, AB 1484 was signed into law and among other things, provided specific direction regarding the property disposition process. It required successor agencies to first prepare a long range property management plan (LRPMP) consisting of several elements. The Successor Agency to the Community Development Commission of the City of National City (SA) prepared a LRPMP that was approved by its Oversight Board and the California Department of Finance in December 2015. The LRPMP identified one property that would be sold outright by the Successor Agency, 15 parcels that would be transferred to the City for government use, and 18 parcels that would be transferred to the City for future development. Formal action to transfer these parcels to the City took place during the City Council's regular meeting on May 17, 2016. With respect to the 18 future development parcels, the City expects to sell these properties via an orderly process and with the intent to maximize the value. Health and Safety Code Section 34180(f) provides that if a city wishes to retain any properties or other assets for future redevelopment activities, funded from its own funds and under its own auspices, it must reach a compensation agreement with other taxing entities to provide payments to them in proportion to their shares of the base property tax, as determined pursuant to Section 34188, for the value of the property retained. The sale of the property located at 130 East 8th Street was approved by the Council on January 16, 2018. Pursuant to Health and Safety Code Section 34188, upon the sale of any Future Development Parcel, the City shall remit the hereinafter defined "Net Unrestricted Sales Proceeds" for such Future Development Parcels among the affected taxing entities on a pro rata basis in proportion to each entity's respective share of the property tax base. The sales price of the property is $520,000.00, with an estimated $24,700.00 being deducted for holding cost incurred by the City for marketing and managing the property. When the sale is finalized, the net sale proceeds of approximately $495,300.00 will then be distributed to the taxing entities based on each entity's proportional share of base property tax for the parcel. According to County Auditor and Controller records, the City's proportional share for the parcel is 17.992109%, resulting in $89,114.87 in estimated revenue. RESOLUTION NO. 2018 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE A COMPENSATION AGREEMENT WITH THE AFFECTED TAXING ENTITIES PERTAINING TO THE SALE OF PROPERTY LOCATED AT 130 EAST 8TH STREET IN NATIONAL CITY TO PROTEA NATIONAL CITY, LLC, PURSUANT TO THE REVISED LONG RANGE PROPERTY MANAGEMENT PLAN WHEREAS, the Community Development Commission as the National City Redevelopment Agency ("Redevelopment Agency") owned that certain real property generally located at 130 East 8th Street (Assessor's Parcel Nos. 569-472-26) within the City of National City, County of San Diego, State of California ("Property"); and WHEREAS, pursuant to California Health and Safety Code Section 34172, the Redevelopment Agency was dissolved by operation of law as of February 1, 2012, and pursuant to California Health and Safety Code Section 34173, the Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency") became the successor agency and successor -in -interest to the Redevelopment Agency, confirmed by Resolution No. 2012-15 adopted on January 10, 2012, by the City Council of the City of National City ("City"); and WHEREAS, in accordance with California Health and Safety Code Section 34191.5, the Property was listed on the Successor Agency's Revised Long Range Property Management Plan ("Revised LRPMP"), which provides that the Property is to be sold at fair market value, and the Revised LRPMP has been approved by the Oversight Board of the Successor Agency ("Oversight Board") and the California Department of Finance ("DOF"); and WHEREAS, at its regular meeting on May 17, 2016, the Successor Agency met and pursuant to Resolution No. 2016-77 approved the transfer of the Property, among other properties, from the Successor Agency to the City in accordance with the Revised LRPMP; and WHEREAS, at its regular meeting on May 17, 2016, the City Council met, and pursuant to Resolution No. 2016-70, accepted the transfer of the Property, among other properties, from the Successor Agency to the City in accordance with the LRPMP; and WHEREAS, in accordance with the DOF-approved Revised LRPMP, the net proceeds from the sale of the Property pursuant to the Purchase and Sale Agreement will be distributed as property tax to each taxing entity in an amount proportionate to its share of property tax revenues; and WHEREAS, on January 16. 2018, the City Council adopted Resolution No. 2018- 2, approving the sale of the property located at 130 East 8th Street to Protea National City, LLC; and WHEREAS, pursuant to Health and Safety Code Section 34188, upon the sale of any Future Development Parcel, the City shall remit the hereinafter defined "Net Unrestricted Sales Proceeds" for such Future Development Parcels among the affected taxing entities on a pro rata basis in proportion to each entity's respective share of the property tax base; and WHEREAS, all of the affected taxing agencies have approved the Compensation Agreement as to form, which includes the County of San Diego, National School District, Resolution No. 2018 — Page Two Sweetwater Union High School District, Southwestern College, San Diego County Office of Education, San Diego County Water Authority, and the City of National City; and WHEREAS, the sales price of the property is $520,000, with an estimated $24,700 being deducted for holding costs incurred by the City for marketing and managing the property, and when the sale is finalized, the net sale proceeds of $495,300 will be distributed to the taxing entities based on each entity's proportional share of base property tax for the parcel; and WHEREAS; according to County Auditor and Controller records, the City's proportional share for the parcel is 17.992109%, resulting in $89,114.87 in estimated revenue. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the City Manager to execute a Compensation Agreement with the affected Taxing Entities pertaining to the sale of the property located at 130 East 8th Street in National City sold to Protea National City, LLC, pursuant to the Revised Long Range Property Management Plan. A copy of said Compensation Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 6th day of February, 2018. ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney Ron Morrison, Mayor CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk TAXING ENTITIES Compensation Agreement Long Range Property Management Plan For Future Development 130 East 8th Street, APN# 556-472-26 Greg Rose (Housing & Economic Development) forwarded a duplicate original Agreement to Various Taxing Entities.