21-0224_CITY OF SAN JUAN CAPISTRANO_Master Agreement for Taxing Entity CompensationMASTER AGREEMENT FOR TAXING ENTITY COMPENSATION
(City of San Juan Capistrano) This Master Agreement for Taxing Entity Compensation (this
“Agreement”), dated for reference purposes as of , 2021, is entered into by and
among the following public agencies (all of which are collectively referred to herein as the
“Parties” and as the “Taxing Entities”):
City of San Juan Capistrano, a municipal corporation (“City”);
County of Orange, a political subdivision of the State of California;
Capistrano Unified School District;
Orange County Fire Authority;
South Orange County Community College District;
Orange County Flood Control District;
Orange County Public Library;
Orange County Department of Education;
Orange County Transportation Authority;
Orange County Vector Control District;
Orange County Cemetery District;
Orange County Harbors, Beaches and
Parks
RECITALS
A. Pursuant to Assembly Bill 1X 26, enacted in June 2011, 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, and further modified by Assembly Bill 1484,
enacted in June 2012, and other subsequent legislation (collectively, the “Dissolution Act”), the
Redevelopment Agency of the City of San Juan Capistrano (“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 (the “Successor Agency”). 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 formerly owned by the Redevelopment Agency.
C. The 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 representatives appointed by the County Board of
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February 24
Supervisors, the Mayor of the City, the Superintendent, the Chancellor of the California
Community Colleges, and Orange County Flood Control District.
D. The State Department of Finance (“DOF”) approved the LRPMP by letter
dated January 16, 2015 and approved as amended on February 12, 2016.
E. The LRPMP provided that, pursuant to Health & Safety Code Section
34191.5(c)(2), the Lower Rosan Ranch site (“the “Site”), formerly owned by the
Redevelopment Agency, be transferred by the Successor Agency to the City for future
development.
F. Ownership of the Site was transferred from the Successor Agency to the City on
June 25, 2015 per Quitclaim Deed referenced by Recorder’s Document Number
2015000330087.
G. Though a taxing entity located within the Central Redevelopment Project Area,
Moulton Niguel Water District is not entitled to distribution of Lower Rosan Ranch sale
proceeds and has elected not to enter into this Master Compensation Agreement.
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 Central Redevelopment Project Area (the “Project Area”) formerly
administered by the Redevelopment Agency.
2. Site to be Conveyed for Development Consistent with Plans. In accordance with the
LRPMP, pursuant to Health & Safety Code Section 34191.5(c)(2), the Lower Rosan
Ranch site, formerly owned by the Redevelopment Agency, was transferred by the
Successor Agency to the City for future sale and development. The Dissolution Act
requires that any future development be consistent with the Redevelopment Plan
adopted for the Project Area, the Implementation Plans adopted in connection with the
Redevelopment Plan, the San Juan Capistrano General Plan and any other community
plans applicable to the Sites (all of the foregoing, collectively, the “Plans”). The Lower
Rosan site is more fully described in Exhibit A.
3. Compensation Arrangement. The City agrees that, consistent with the LRPMP, in
connection with the conveyance of the Site, the City will remit the Net Sale Proceeds
to the Orange County Auditor-Controller for distribution to the Taxing Entities in
accordance with each Taxing Entity’s pro rata share of the Tax Base. “Net Sale
Proceeds” shall mean the gross sales price received by the City for the sale of the Site
and any rental or other income received by the City not previously remitted to the
Orange County Auditor-Controller from the date the Site was acquired by the City from
the Successor Agency to the date the Site is disposed of by the City, less act ual costs
for allowable expenses incurred by the City, as shown in Exhibit B and in connection
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with the management and disposition of the Site from the date the Site was acquired by
the City from the Successor Agency to the date the Site is disposed of by the City.
Allowable expenses may include legal fees, brokers’ fees, closing costs, engineering
fees, title report costs, fencing costs and any other reasonable property maintenance
expenses, but shall not include any compensation for City staff performing functions
associated with the management, maintenance and disposition of the Site. The City
shall not be allowed to charge City staff time as an allowable expense pursuant to
Health and Safety Code Section 34171(b)(5).
4. Sale Procedures and Proceeds. The Parties acknowledge that City is obligated to
convey the Site for development consistent with the Plans. The Parties further
acknowledge that consistent with Government Code Section 52200 et seq. (added by
Senate Bill 470 adopted in September 2013), prior to the disposition of the 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 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 Health and Safety Code Section
34191.5(c)(2)(A)(iii) and a directive from DOF, with Oversight Board consent, the
LRPMP provides that the City of San Juan Capistrano will enter into an agreement with
the Taxing Entities that addresses disposition of the Site that was conveyed to the City
for future development. 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 will be permitted to dispose of the Site even if this Agreement has not been
executed by all Taxing Entities. Notwithstanding the foregoing, the City agrees that it
will comply with the provisions of the LRPMP and Health and Safety Code Section
34180(f)(l) that require payment of Net Sale Proceeds to the Taxing Entities.
6. Distribution of Disposition Proceeds. Within fifteen (15) days after receiving the final
distribution of the proceeds of the sale of the Site, the City shall remit the Net Sale
Proceeds to the Orange County Auditor-Controller for distribution by the Auditor-
Controller among the Taxing Entities in proportion to their shares of the Tax Base, as
determined by the Auditor-Controller pursuant to Health and Safety Code Section
34188.
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7. Accounting Requirements. Upon any request, the City shall deliver to the Taxing
Entities an accounting of all such costs, expenses and proceeds. The City shall complete
accurate and appropriate books and records of its calculation of the Net Sale Proceeds
with respect to the Site. The Orange County Auditor-Controller shall have the right, on
behalf of the Taxing Entities and upon reasonable written notice to City, to audit and
examine such books, records and documents and other relevant items in the possession
of City, but only to the extent necessary for a proper determination of Net Sale
Proceeds.
8. Term of Agreement. This Agreement shall remain in full force and effect until the Net
Sale Proceeds have been paid to the Orange County Auditor- Controller for
disbursement to the Taxing Entities, at which time it shall automatically terminate.
9. Miscellaneous Provisions.
9.1 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.
9.2 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.
9.3 Action or Approval. Whenever action and/or approval by City 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 for consideration.
9.4 Entire Agreement. This Agreement, including Exhibits A and B 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.
9.5 Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original and all of which taken together shall constitute one
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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.
9.6 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.
9.7 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.
9.8 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.
9.9 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 Orange County, California or in the appropriate Federal
District Court.
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The undersigned signatory hereby executes this Agreement on behalf of the following Taxing
Entities:
COUNTY OF ORANGE, a political subdivision of the State of California;
ORANGE COUNTY PUBLIC LIBRARY;
ORANGE COUNTY HARBORS, BEACHES AND PARKS
By:
Name:
Title:
Attest by:
Approved as to form:
County Counsel
Address for Notices:
County of Orange
c/o CEO/Corporate Real Estate
ATTN: Chief Real Estate Officer
333 West Santa Ana Blvd, 3rd Floor
Santa Ana, CA 92702
Facsimile: 714-834-6166
SIGNATURES CONTINUE ON FOLLOWING PAGES.
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Thomas A. Miler
Chief Real Estate Officer
Not applicable
8
61147.01900 \29858128.2
CAPISTRANO UNIFIED SCHOOL DISTRICT , a
By:
Name:
Title:
Attest by:
Approved as to form:
Address for Notices:
SIGNATURES CONTINUE ON FOLLOWING PAGES.
public school district
Clark Hampton
Deputy Superintendent
Deputy Superintendent
Capistrano Unified School District
33122 Valle Rd
San Juan Capistrano CA 92675
ORANGE COUNTY FLOOD CONTROL DISTRICT
By:
Name:
Title:
Attest by:
Approved as to form:
Address for Notices:
Orange County Flood Control District
ATTN: Director, OC Public Works
601 N. Ross Street, 3rd Floor
Santa Ana, CA 92701
With a copy to:
County of Orange
c/o CEO/Corporate Real Estate
ATTN: Chief Real Estate Officer
333 West Santa Ana Blvd, 3rd Floor
Santa Ana, CA 92702
Facsimile: 714-834-6166
SIGNATURES CONTINUE ON FOLLOWING PAGES.
County Counsel
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Chief Real Estate Officer
Thomas A. Miller
Not applicable.
ORANGE COUNTY DEPARTMENT OF EDUCATION
By:
Name:
Title:~,...,iafyJ~Ln+ /JF-...W, 07'6
Attest by: __________ _
Approved as to fonn: Je"~Counsel
Orange County Department of Education
Address for Notices :
Assistant Superintendent Business Services
Orange County Department of Education
200 Kalmus Drive
Costa Mesa, CA 92626
SIGNATURES CONTINUE ON FOLLOWING PAGES.
12
61147 .01900\29858128.2
13
61147.01900 \29858128.2
ORANGE COUNTY TRANSPORTATION AUTHORITY
By:
Name:
Title:
Attest by:
Approved as to form:
Address for Notices:
SIGNATURES CONTINUE ON FOLLOWING PAGES.
Orange County Transportation Authority
Attention: Darrel Johnson, CEO
550 S. Main Street
Orange, CA 92868
Richard Howard
District Manager
13001 W Garden Grove Blvd.
Garden Grove, CA 92843
EXHIBIT A
DESCRIPTION OF THE SITE
Site to be conveyed for development consistent with the Plans:
Site No. APN Address Existing Use
9
121-240-39
121-240-73
121-240-76
121-253-13
121-253-15
Stonehill Drive
between railroad
tracks and San
Juan Creek
Vacant
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EXHIBIT BRENTAL AND OTHER INCOME AND ACTUAL COSTS FOR ALLOWABLE EXPENSES2014/152015/162016/172017/182018/192019/20 2020/21TotalIncome Received From Property: License Agreement Fees933.24$59,050.00$ 78,374.97$ 124,000.00$ 124,524.00$ 78,000.00$45,500.00$ 510,382.21$ Partial Reimbursement for Fencing7,000.005,519.79 12,519.79 Interest 357.861,233.697,143.77(41.16) 8,694.16 Misc Reimbursement25.86 25.86 Total Income Received From Property 933.24 59,050.00 78,732.83 125,233.69 138,667.77 83,519.7945,484.70 531,622.02 Expenditures Related to the Property: Legal Costs (6,820.80) (50,189.63) (45,396.59)(31,404.20) (133,811.22) Fencing (25,070.00) (56,401.89)(81,471.89) Engineering (Interwest)(2,627.50) (2,627.50) Title report (750.00)(750.00) Closing Costs (11,050.00) (11,050.00) Brokers' Fees(250,000.00) (250,000.00) Other Property Maintenance Costs (4,249.46) (1,711.00) (150.00)(1,087.86) (7,198.32) Total Expenditures Related to the Property‐‐(4,249.46) (8,531.80) (78,787.13) (101,798.48) (293,542.06) (486,908.93) NET INCOME FROM LOWER ROSAN PROPERTY 44,713.09$ FISCAL YEARPage 17 of 17