The URL can be used to link to this page

Home My WebLink AboutD-2 Staff Report - Azusa SA -- OPA AssignmentJOINT CITY COUNCIL AND SUCCESSOR AGENCY ITEM D-2 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL, MEMBERS OF THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF AZUSA VIA: SERGIO GONZALEZ, CITY MANAGER FROM: KURT E. CHRISTIANSEN, FAICP ECONOMIC AND COMMUNITY DEVELOPMENT DIRECTOR DATE: AUGUST 20, 2018 SUBJECT: CONSIDERATION OF CONSENT TO AND ASSIGNMENT OF THE OWNER PARTICIPATION AGREEMENT NO. 1, FROM SUCCESSOR AGENCY TO CITY BACKGROUND: As a result of the dissolution of the Azusa Redevelopment Agency, the Successor Agency assumed its interest and obligations in a 1984 Owner Participation Agreement (“OPA”) that involved the operation of a Quarry Area and Landfill on certain real property in the City. The Successor Agency, as part of its wind-down, now wishes to assign its interest in that OPA to the City, which the City must consent to and accept, as described more fully in the Consent to and Assignment of Owner Participation Agreement No. 1 (Attachment No. 1). RECOMMENDATION(S): 1.That the Successor Agency approve the Consent to and Assignment of Owner Participation Agreement No. 1, transferring its interests and obligations contained therein to the City. 2.That the City Council approve the Consent to and Assignment of Owner Participation Agreement No. 1, and accept the assignment by the Successor Agency contained therein. ANALYSIS: In 1984, the then-existing Azusa Redevelopment Agency entered into an OPA with Southwestern Portland Cement, and Transit Mixed Concrete Company, regarding certain real property located within the City. The OPA included obligations based in part on the Redevelopment Plan for the West End Redevelopment Project adopted by the Azusa Redevelopment Agency. Several of the obligations contained within the OPA relate to the Quarry Area and Landfill operations occurring on that real property within the City. APPROVED CITY COUNCIL 8/20/2018 Owners Participation Agreement Transfer August 20, 2018 Page 2 The dissolution and wind-down of all redevelopment agencies throughout the State, effective February 1, 2012, resulted in the automatic transfer of the Azusa Redevelopment Agency’s interest in that OPA to the Successor Agency. As part of the ongoing wind-down of the Successor Agency’s affairs, the Successor Agency now wishes to assign its interest in the OPA to the City, subject to the terms and conditions contained therein. The Consent to and Assignment of Owner Participation Agreement No. 1 does not constitute a “project” as defined by the California Environmental Quality Act (14 CCR § 15378), since the assignment of the agreement does not have the potential to result in either a direct or a reasonably foreseeable indirect change in the environment. Accordingly, no environmental review is required. FISCAL IMPACT: There is no fiscal impact to the Successor Agency or to the City that is associated with approval or acceptance of the Consent to and Assignment of Owner Participation Agreement No. 1, respectively . The existing OPA does not produce any revenue or otherwise have any monetary value to the public entity parties. Prepared by: Kurt E. Christiansen, FAICP Economic and Community Development Director Reviewed and Approved: Sergio Gonzalez City Manager Attachments: 1) 1984 Owner Participation Agreement No. 1. 2) Consent to and Assignment of Owner Participation Agreement No. 1. Attachment 1 45635.01855\31310353.3 RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) ) City of Azusa ) 213 E. Foothill Blvd ) Azusa, CA 91702 ) Attn: City Manager ) ____________________________________)_________________________________________ Exempt from Recording Fees per Govt. Code §27383 Exempt from Documentary Transfer Tax per Calif. Rev. & Tax. Code §11922 CONSENT TO AND ASSIGNMENT OF THE OWNER PARTICIPATION AGREEMENT NO. 1 This Consent to and Assignment of Owner Participation Agreement No. 1 (“Agreement”), is dated for reference purposes as of this ____ day of __________, 2018 and effective upon the date of recording as will be stamped by the Los Angeles County Recorder upon recording above (“Assignment Date”), and is entered into by and between the Successor Agency to the Azusa Redevelopment Agency, a public body, corporate and politic (“Agency”), and the City of Azusa, a California municipal corporation ( “City”). The Agency and the City are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” This Agreement is entered into in light of the following recited facts (each, a “Recital”). RECITALS A. On or about January 26, 1984, the Azusa Redevelopment Agency, organized under the Community Redevelopment Law (Cal. Health & Safety Code § 33000, et seq.), Southwestern Portland Cement, a Delaware Corporation, and Transit Mixed Concrete Company, a California Corporation, entered into Owner Participation Agreement No. 1 (“OPA”) regarding certain real property located within the City. B.The OPA set forth certain obligations for the contracting participants, based in part on the Redevelopment Plan for the West End Redevelopment Project adopted by the Azusa Redevelopment Agency, which also set forth permissible uses for the certain real property located within the Redevelopment Plan Project Area, including for the Quarry Area and Landfill operations. C.Assembly Bill 1X 26, enacted as part of the 2011-2012 State of California budget bill, and as modified by the Supreme Court of the State of California in the matter of California Redevelopment Association, et al. v. Ana Matosantos, et al., Case No. S194861 dissolved and set out procedures for the wind-down of all redevelopment agencies throughout the State, including the Agency, effective February 1, 2012 (the “Dissolution Act”). Agency is the successor entity to the Redevelopment Agency and, pursuant to the Dissolution Act, upon the Redevelopment Agency’s dissolution the OPA automatically transferred to the Agency. Attachment 2 45635.01855\31310353.3 D. The OPA does not produce any net revenue or have any monetary value for Agency and instead has certain ongoing liabilities associated with the continued operation of the Quarry Area and Landfill operations under the OPA. Pursuant to the Dissolution Act, Agency desires to assign its interest in the OPA to City to facilitate the wind-down of Agency’s affairs, and City desires to accept assignment thereof on the terms and conditions set forth herein. TERMS NOW, THEREFORE, in consideration of the Recitals which are specifically incorporated into the body of this Agreement and the promises, covenants, terms and conditions set forth herein, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. ASSIGNMENT. Effective as of the Assignment Date, Agency hereby assigns to City all of its right, title and interest in and to the OPA, and any guaranties and warranties related thereto. 2. ASSUMPTION. City hereby consents to and accepts the assignment set forth in Section 1 above, and hereby assumes all of Agency’s rights, duties, and obligations under the OPA arising or accruing on and after the Assignment Date. 3. BINDING ON SUCCESSORS. This Assignment shall be binding on and shall inure to the benefit of the Parties hereto, their heirs, executors, administrators, successors in interest and assigns. 4. ASSUMPTION OF OBLIGATIONS AND LIABILITY: In no respect shall City assume or incur any liability for any damages known or unknown at the time of the Assignment Date, including, but limited to, direct, indirect, special, or consequential damages arising out of, resulting from, or any way connected to the activities of Agency or the other parties to the OPA up to the Assignment . 5. AGENCY’S WARRANTIES: As an express condition of this Agreement, Agency warrants and agrees that: (a) it has the power and authority to enter into and carry out this assignment following review by the Oversight Board to the Agency and the California Department of Finance; (b) it has not previously assigned any of its rights under the OPA; (c) all covenants, contracts, and conditions required to be performed or to occur as of the date of this assignment have been performed or have occurred as required by the OPA; (d) there is no default (or event that, with the passage of time, giving of notice, or both, would constitute a default) under the OPA on the part of any party to the OPA; (e) neither the execution nor the performance of this assignment or any of the documents that may be executed under it violates any agreement, instrument, indenture, judgment, or other legal obligation by which it may be bound. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their respective representatives, thereunto duly authorized, as of the date first written above. 45635.01855\31310353.3 SUCCESSOR AGENCY TO THE AZUSA REDEVELOPMENT AGENCY By: Chairman Dated this day of _____ 2018 APPROVED AS TO FORM: BEST BEST & KRIEGER LLP GENERAL COUNSEL By: Its: General Counsel Dated this day of day of _____ 2018 CITY OF AZUSA By: City Manager Dated this day of ______ 2018 APPROVED AS TO FORM: BEST BEST & KRIEGER LLP CITY ATTORNEY By: Its: City Attorney Dated this day of day of _____2018