09-1006_LAFCO_Implementation AgreementLAFCO
IMPLEMENTATION AGREEMENT
by and between
RMV COMMUNITY DEVELOPMENT, LLC, and DMB SAN JUAN
INVESTMENT NORTH, LLC
(«RMY„)
and
CITY OF SAN JUAN CAPISTRANO
("City")
DB2/21315880.4
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LAFCO
IMPLEMENTATION AGREEMENT
THIS LAFCO IMPLEMENTATION AGREEMENT (this "Agreement") is made and
entered into as of October 6, 2009, between RMV COMMUNITY DEVELOPMENT, LLC, a
California limited liability company, and DMB SAN JUAN INVESTMENT NORTH, LLC, a
Delaware limited liability company (collectively, "RMV"), and CITY OF SAN JUAN
CAPISTRANO, a California municipal corporation ("City"), with reference to the following.
RMV and City are collectively referred to herein as the "Parties".
A. On August 18, 2009 (the "PSA Effective Date") the Parties entered into a
Purchase and Sale Agreement and Escrow Instructions (the "PSA") concerning RMV's proposed
sale to the City of approximately 132 acres in the unincorporated county ("Property"). The
Property is located south of Ortega Highway and west of La Pata Road and is adjacent to the
City's municipal boundary. The Property is a portion of a larger area commonly known as the
"Ranch Plan property" that is owned by RMV and related entities.
B. The Property would be acquired using the proceeds of bonds to be issued by City
for that purpose.
C. Under the PSA, the Close of Escrow for acquisition of the Property is scheduled
to occur no later than one hundred eighty (180) days after the PSA Effective Date. The PSA
anticipated that the Property would be annexed to the City sometime following the Close of
Escrow.
D. City has now determined that it would be in its best interest to have the Property
inside the City's boundary at the time of acquisition and has therefore requested that RMV
cooperate with it in its efforts to annex the Property and expand its sphere of influence ("SOI")
over the Property (the annexation, and expansion of the SOI, are collectively referred to
hereinafter as the "Annexation') such that the effective date of the Annexation ("Annexation
Effective Date") would occur simultaneously with the Close of Escrow.
E. RMV has agreed to cooperate with the City in the Annexation process subject to
the terms and conditions set forth below.
F. On September 15, 2009, at a duly noticed City Council meeting, City adopted a
resolution of application to the Orange County Local Agency Formation Commission
("LAFCO") to take proceedings for the Annexation pursuant to the Cortese -Knox -Hertzberg
Local Government Reorganization Act of 2000.
G. Unless otherwise specified, all capitalized terms herein will have the meaning set
forth in the PSA.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto agree as follows:
DB2/21315880.4 1
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1. Annexation Application and Processin¢. City shall submit an application for the
Annexation of the Property to LAFCO, and thereafter work with LAFCO to process the
application and obtain approval for the Annexation, all in accordance with the purchase and
annexation schedule ("Annexation Schedule") attached hereto as Exhibit A and incorporated
herein by this reference. The Annexation Schedule may be modified from time to time with the
mutual consent of the Parties. The City Manager of City is hereby authorized to consent to
modifications of the Annexation Schedule on behalf of City.
2. Cooperation by RMV. Subject to each of the terms and conditions of this
Agreement (specifically including, but not limited to, Sections 3 and 4 hereof) RMV agrees to
cooperate with City so that (a) a complete application can be submitted to LAFCO per the
Annexation Schedule and (b) any necessary information subsequently required from RMV is
timely provided to allow for the processing of the annexation application.
3. Timing of Annexation; Close of Escrow. The Parties agree that the Annexation
Effective Date shall be the date of the Close of Escrow. Each of the following actions, which
shall occur in the following sequence, shall be conditions of the Close of Escrow:
a. Simultaneous recordation of the Certificate of Completion (of Annexation)
issued by LAFCO and payment of the Purchase Price and RMV Cost Reimbursements (see
Section 8 below) to RMV.
b. Recordation of the Grant Deed.
4. Termination.
a. Prior to the date of the City's acceptance of bids for the bonds referenced
herein, RMV shall have the right to terminate this Agreement at any time in its sole and absolute
discretion upon ten (10) days prior written notice to City. Upon receipt of RMV's notice to
terminate, City shall immediately withdraw its application for annexation of the Property and
request that LAFCO terminate all processing of said application. If LAFCO does not for any
reason permit withdrawal of the application and terminate proceedings thereon, RMV shall have
the right to withdraw its consent to waiver of protest proceedings, to protest the Annexation and
to participate in such proceedings when they occur.
b. After the City's acceptance of the bids for the bonds, RMV shall have the
right to terminate this Agreement only for cause.
C. Unless earlier terminated as provided herein, this Agreement shall
automatically terminate on the Annexation Effective Date and Close of Escrow.
5. City Planning Actions; CEQA Compliance. City shall take all actions required in
order to effect the required open space General Plan Amendment and Pre -Zone of the Property in
connection with Annexation, and shall insure that said actions are in compliance with CEQA and
all other applicable laws, and are completed within the timeframes indicated in the Annexation
Schedule.
D62/21315880.4
6. Issuance of Bonds. City shall take all actions necessary to enable it to issue bonds
for acquisition of the Property in accordance with the Annexation Schedule and shall insure that
such actions are in compliance with all applicable laws. City agrees to include language in its
Resolution Authorizing Issuance of Bonds ("Bond Resolution") specifically stating that the
bond proceeds will be used to fund acquisition of the Property. Said Bond Resolution shall
otherwise be reasonably acceptable to RMV and shall be adopted by City at least sixty (60) days
prior to the Close of Escrow.
T Additional Escrow Actions. The following provisions shall constitute Additional
Escrow Instructions for the Escrow Holder (as allowed under Section 9.1 of the PSA) with the
further proviso that they shall be subject to Section 10 of this Agreement.
a. City's Additional Deliveries Into Escrow. In addition to City's required
deliveries into escrow as identified in Section 6.2 of the PSA, City shall deposit an amount equal
to the RMV Cost Reimbursements in immediate, same-day federal funds wired for credit into the
Escrow Holder's escrow account and deposited in Escrow Holder's escrow account no later than
1:00 p.m. (California time) one (1) business day prior to the Closing Date.
b. Additional Escrow Holder Actions. In addition to the actions to be taken
by the Escrow Holder as identified in Section 9.1 of the PSA, the Escrow Holder shall take the
following actions at the times specified:
(i) On the Closing Date, the Escrow Holder shall notify the LAFCO
executive officer that all pre -conditions to Closing have been satisfied and request that the
Certificate of Completion (of Annexation) be recorded as soon as possible in the official records
of Orange County. The Escrow Holder shall deliver the RMV Cost Reimbursements and the
Purchase Price to RMV simultaneous with the recordation of the Certificate of Completion (of
Annexation).
(ii) Upon receipt of a conformed copy of the recorded Certificate of
Completion (of Annexation), the Escrow Holder shall proceed with the recordation and/or
release of documents in accordance with subsections 9.1(c) through (h) of the PSA.
8. Expenses. City shall pay all costs of any kind whatsoever associated with the
submittal and processing of the annexation application including but not limited to all LAFCO
fees, etc. City shall also reimburse RMV for all of RMV's out-of-pocket costs incurred in
connection with RMV's support of the annexation application and processing including, but not
limited to, RMV's legal fees, provided that the reimbursement amount shall not exceed
$90,000.00 (collectively, the "RMV Cost Reimbursements"). RMV shall submit copies of all
invoices to be paid as part of the RMV Cost Reimbursements to City at least ten (10) days prior
to the Close of Escrow.
9. Other Annexations Affecting Ranch Plan Property. City agrees not to initiate
annexation of any part of the Ranch Plan property (as shown on Exhibit Q of the PSA), other
than the Property acquired pursuant to this acquisition, unless a pre -annexation agreement among
RMV, the City and LAFCO has been approved by those three parties. The foregoing provision
shall supersede and replace Section 16.1(c) of the PSA and the corresponding provision in
DB2/21315880.4 Q
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Paragraph C.1(c) of the Deed, and shall survive the termination of this Agreement.
10. Relationship with PSA. To the extent any provision of this Agreement is
inconsistent with the PSA, the provisions of this Agreement shall supersede those of the PSA and
shall be controlling. In that event, the provisions of the PSA shall be considered amended to the
extent necessary to avoid the inconsistency.
11. Indemnification. City shall indemnify, defend and hold harmless RMV and all of
their respective officers, directors, stockholders, partners, members, agents, representatives,
managers and employees, and each of them, from and against all liabilities, claims, damages,
losses and expenses of any nature whatsoever (including, but not limited to, any costs or
expenses for attorneys' fees and all incidental or consequential damages) arising out of, or in any
way connected with, the subject matter of this Agreement. The provisions of this Section 11
shall survive the termination of this Agreement.
12. Notice. Any and all notices given or delivered by any Party hereto shall be
delivered in person or by Federal Express or similar private commercial courier for next business
day delivery or otherwise deposited in the United States mail in the County of Orange,
California, duly certified or registered, postage prepaid, and addressed as set forth below:
To RMV: Rancho Mission Viejo, LLC
P.O. Box 9
San Juan Capistrano, California 92698
Attn: Richard Broming,
Senior Vice President— Planning and Entitlement
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attention: City Manager
13. Miscellaneous.
a. This Agreement, along with the underlying PSA, represents the entire
agreement between the Parties hereto on the subject matter hereof and supersedes all prior
negotiations, representations or agreements, either written or oral.
b. This Agreement may be modified only by written instrument executed by
both Parties hereto.
C. Time is of the essence of each provision of this Agreement.
d. Any failure by RMV to insist upon a strict performance by City of any of
the terms and provisions hereof shall not be deemed to be a waiver of any of the terms and
provisions hereof.
C. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of California.
Da2/21315880.4 4
f. If any suit or action is brought to enforce or construe any provision of this
Agreement, the prevailing party shall be entitled to recover its costs and expenses arising out of
such litigation, including attorneys' fees and court costs, from the non -prevailing party; and each
party hereto waives any and all rights to a trial by jury with respect to any dispute or action
hereunder or otherwise to enforce or construe this Agreement.
g. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which, together, shall constitute but one and the same
instrument.
h. The Parties hereto are entering into this Agreement solely for the benefit
of themselves and agree that nothing herein shall be construed to confer any right, privilege or
benefit on any person or entity other than the Parties hereto, and their successors and assigns.
[signatures on following page]
DB2/21315880 4
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
I,7TCI
RMV Community Development, LLC,
a California limited liability company
By: Rancho Mission Viejo, LLC,
a Delaware limited liability company
as authorized agent and manager
By:
Dan K y
Senior Vice President
;veI Llations
By:
ichard roming
Senior Vice President
Planning and Entitlement
DMB San Juan Investment North, LLC,
a Delaware limited liability company
By: Rancho Mission Viejo, LLC,
a Delaware limited liability company,
as authorized agent and manager
0
Senior Vice President
Go R ' ns
ByPichardBromm
Senior Vice President
Planning and Entitlement
DB2/21315880.4
CITY
i
0
AGREED TO THIS _
DAY OF '200
AS TO PROVISIONS RELATING
TO ESCROW HOLDER:
FIDELITY NATIONAL TITLE COMPANY
D82/21315880.4 7
V
10/6/2009
AGENDA REPORT G 1 a
TO: Joe Tait, Interim City Manage
FROM: Omar Sandoval, City Attorney
SUBJECT: Consideration of LAFCO Implementation Agreement between RMV
Community Development, LLC and DMB San Juan Investment North,
LLC, and the City of San Juan Capistrano.
RECOMMENDATION
By motion, approve the LAFCO Implementation Agreement between RMV Community
Development, LLC and DMB San Juan Investment North, LLC, and the City of San
Juan Capistrano.
SITUATION
The City has entered into a Purchase and Sale Agreement ("PSA") with RMV
Community Development, LLC and DMB San Juan Investment North, LLC ("Rancho
Mission Viejo" or "RMV") to purchase approximately one hundred thirty-two (132) acres
of property consisting of equestrian facilities, park, recreation, and open space areas.
The property is currently located within unincorporated Orange County south of Ortega
Highway, west of La Pata Avenue, north of San Juan Hills High School and east of the
City limits.
The PSA provides for a six-month escrow period, and for the annexation of the property
by the City to occur after the close of escrow. The property is to be acquired with the
proceeds of bonds to be issued under the authorization provided by the voters with their
support of Measure Y in November 2008. Based on bond counsel review, the City and
RMV have determined that the best course of action would be to process the
annexation during the escrow period so that the close of escrow, annexation of the
property, and transfer of title to the City occur at the same time.
The attached implementation agreement (1) confirms RMV's consent to and agreement
to cooperate with the annexation process during the escrow period; (2) establishes a
agreed-upon timeline for the annexation process and the close of escrow; (3) revises
the PSA and escrow instructions consistent with the agreed-upon timeline and
requirements of LAFCO for the processing of the annexation of the property to the City;
and (4) provides for reimbursement to RMV of its costs incidental to the revised
annexation and escrow closing process.
Agenda Report • • October 6, 2009
Page 2
COMMISSION/BOARD REVIEW AND RECOMMENDATIONS:
None
FINANCIAL CONSIDERATIONS:
This revision to the annexation process puts RMV in the property owner's position
during the annexation as opposed to the City being the property owner. Therefore the
level of cooperation needed from the RMV and legal counsel is greater than originally
anticipated by the PSA. Staff estimates the cost of revised annexation and escrow
closing process to be approximately $100,000-$150,000. This amount represents the
legal costs associated with the development of the implementation agreement, the
change in the level of cooperation from RMV.
NOTIFICATION:
Rancho Mission Viejo
Recommendation
By motion, approve the LAFCO Implementation Agreement between RMV Community
Development, LLC and DMB San Juan Investment North, LLC, and the City of San
Juan Capistrano.
Respectfully submitted:
61;��aja,�oa-Q'
Omar Sandoval
City Attorney
ATTACHMENT:
Implementation Agreement
E
LAFCO
IMPLEMENTATION AGREEMENT
by and between
RMV COMMUNITY DEVELOPMENT, LLC, and DMB SAN JUAN
INVESTMENT NORTH, LLC
" Mv"q)
and
CITY OF SAN JUAN CAPISTRANO
("City")
DB2/21315880,4
ATTACHMENT
0 0
LAFCO
IMPLEMENTATION AGREEMENT
THIS LAFCO IMPLEMENTATION AGREEMENT (this "Agreement") is made and
entered into as of 2009, between RMV COMMUNITY DEVELOPMENT,
LLC, a California limited liability company, and DMB SAN JUAN INVESTMENT NORTH,
LLC, a Delaware limited liability company (collectively, "RMV"), and CITY OF SAN JUAN
CAPISTRANO, a California municipal corporation ("City"), with reference to the following.
RMV and City are collectively referred to herein as the "Parties".
A. On August 18, 2009 (the "PSA Effective Date") the Parties entered into a
Purchase and Sale Agreement and Escrow Instructions (the "PSA") concerning RMV's proposed
sale to the City of approximately 132 acres in the unincorporated county ("Property"). The
Property is located south of Ortega Highway and west of La Pata Road and is adjacent to the
City's municipal boundary. The Property is a portion of a larger area commonly known as the
"Ranch Plan property" that is owned by RMV and related entities.
B. The Property would be acquired using the proceeds of bonds to be issued by City
for that purpose.
C. Under the PSA, the Close of Escrow for acquisition of the Property is scheduled
to occur no later than one hundred eighty (180) days after the PSA Effective Date. The PSA
anticipated that the Property would be annexed to the City sometime following the Close of
Escrow.
D. City has now determined that it would be in its best interest to have the Property
inside the City's boundary at the time of acquisition and has therefore requested that RMV
cooperate with it in its efforts to annex the Property and expand its sphere of influence ("SOI")
over the Property (the annexation, and expansion of the SOI, are collectively referred to
hereinafter as the "Annexation") such that the effective date of the Annexation ("Annexation
Effective Date") would occur simultaneously with the Close of Escrow.
E. RMV has agreed to cooperate with the City in the Annexation process subject to
the terms and conditions set forth below.
F. On September 15, 2009, at a duly noticed City Council meeting, City adopted a
resolution of application to the Orange County Local Agency Formation Commission
("LAFCO") to take proceedings for the Annexation pursuant to the Cortese -Knox -Hertzberg
Local Government Reorganization Act of 2000.
G. Unless otherwise specified, all capitalized terms herein will have the meaning set
forth in the PSA.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto agree as follows:
DB2/21315880.4 I
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1. Annexation Application and Processing. City shall submit an application for the
Annexation of the Property to LAFCO, and thereafter work with LAFCO to process the
application and obtain approval for the Annexation, all in accordance with the purchase and
annexation schedule ("Annexation Schedule") attached hereto as Exhibit A and incorporated
herein by this reference. The Annexation Schedule may be modified from time to time with the
mutual consent of the Parties. The City Manager of City is hereby authorized to consent to
modifications of the Annexation Schedule on behalf of City.
2. Cooperation by RMV. Subject to each of the terms and conditions of this
Agreement (specifically including, but not limited to, Sections 3 and 4 hereof) RMV agrees to
cooperate with City so that (a) a complete application can be submitted to LAFCO per the
Annexation Schedule and (b) any necessary information subsequently required from RMV is
timely provided to allow for the processing of the annexation application.
3. Timing of Annexation; Close of Escrow. The Parties agree that the Annexation
Effective Date shall be the date of the Close of Escrow. Each of the following actions, which
shall occur in the following sequence, shall be conditions of the Close of Escrow:
a. Simultaneous recordation of the Certificate of Completion (of Annexation)
issued by LAFCO and payment of the Purchase Price and RMV Cost Reimbursements (see
Section 8 below) to RMV.
b. Recordation of the Grant Deed.
4. Termination.
a. Prior to the date of the City's acceptance of bids for the bonds referenced
herein, RMV shall have the right to terminate this Agreement at any time in its sole and absolute
discretion upon ten (10) days prior written notice to City. Upon receipt of RMV's notice to
terminate, City shall immediately withdraw its application for annexation of the Property and
request that LAFCO terminate all processing of said application. If LAFCO does not for any
reason permit withdrawal of the application and terminate proceedings thereon, RMV shall have
the right to withdraw its consent to waiver of protest proceedings, to protest the Annexation and
to participate in such proceedings when they occur.
b. After the City's acceptance of the bids for the bonds, RMV shall have the
right to terminate this Agreement only for cause.
C. Unless earlier terminated as provided herein, this Agreement shall
automatically terminate on the Annexation Effective Date and Close of Escrow.
5. Cty Planning Actions; CEOA Compliance. City shall take all actions required in
order to effect the required open space General Plan Amendment and Pre -Zone of the Property in
connection with Annexation, and shall insure that said actions are in compliance with CEQA and
all other applicable laws, and are completed within the timeframes indicated in the Annexation
Schedule.
DB2/21315880.4
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6. Issuance of Bonds. City shall take all actions necessary to enable it to issue bonds
for acquisition of the Property in accordance with the Annexation Schedule and shall insure that
such actions are in compliance with all applicable laws. City agrees to include language in its
Resolution Authorizing Issuance of Bonds ("Bond Resolution") specifically stating that the
bond proceeds will be used to fund acquisition of the Property. Said Bond Resolution shall
otherwise be reasonably acceptable to RMV and shall be adopted by City at least sixty (60) days
prior to the Close of Escrow.
7. Additional Escrow Actions. The following provisions shall constitute Additional
Escrow Instructions for the Escrow Holder (as allowed under Section 9.1 of the PSA) with the
further proviso that they shall be subject to Section 10 of this Agreement.
a. City's Additional Deliveries Into Escrow. In addition to City's required
deliveries into escrow as identified in Section 6.2 of the PSA, City shall deposit an amount equal
to the RMV Cost Reimbursements in immediate, same-day federal funds wired for credit into the
Escrow Holder's escrow account and deposited in Escrow Holder's escrow account no later than
1:00 p.m. (California time) one (1) business day prior to the Closing Date.
b. Additional Escrow Holder Actions. In addition to the actions to be taken
by the Escrow Holder as identified in Section 9.1 of the PSA, the Escrow Holder shall take the
following actions at the times specified:
(i) On the Closing Date, the Escrow Holder shall notify the LAFCO
executive officer that all pre -conditions to Closing have been satisfied and request that the
Certificate of Completion (of Annexation) be recorded as soon as possible in the official records
of Orange County. The Escrow Holder shall deliver the RMV Cost Reimbursements and the
Purchase Price to RMV simultaneous with the recordation of the Certificate of Completion (of
Annexation).
(ii) Upon receipt of a conformed copy of the recorded Certificate of
Completion (of Annexation), the Escrow Holder shall proceed with the recordation and/or
release of documents in accordance with subsections 9.1(c) through (h) of the PSA.
8. Expenses. City shall pay all costs of any kind whatsoever associated with the
submittal and processing of the annexation application including but not limited to all LAFCO
fees, etc. City shall also reimburse RMV for all of RMV's out-of-pocket costs incurred in
connection with RMV's support of the annexation application and processing including, but not
limited to, RMV's legal fees (collectively, the "RMV Cost Reimbursements"). RMV shall
submit copies of all invoices to be paid as part of the RMV Cost Reimbursements to City at least
ten (10) days prior to the Close of Escrow.
9. Other Annexations Affecting Ranch Plan Property. City agrees not to initiate
annexation of any part of the Ranch Plan property (as shown on Exhibit Q of the PSA), other
than the Property acquired pursuant to this acquisition, unless a pre -annexation agreement among
RMV, the City and LAFCO has been approved by those three parties. The foregoing provision
shall supersede and replace Section 16.1(c) of the PSA and the corresponding provision in
Paragraph C.1(c) of the Deed, and shall survive the termination of this Agreement.
DB2/21315880.4 2
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10. Relationshin with PSA. To the extent any provision of this Agreement is
inconsistent with the PSA, the provisions of this Agreement shall supersede those of the PSA and
shall be controlling. In that event, the provisions of the PSA shall be considered amended to the
extent necessary to avoid the inconsistency.
11. Indemnification. City shall indemnify, defend (with counsel of RMV's choice)
and hold harmless RMV and all of their respective officers, directors, stockholders, partners,
members, agents, representatives, managers and employees, and each of them, from and against
all liabilities, claims, damages, losses and expenses of any nature whatsoever (including, but not
limited to, any costs or expenses for attorneys' fees and all incidental or consequential damages)
arising out of, or in any way connected with, the subject matter of this Agreement. The
provisions of this Section 11 shall survive the termination of this Agreement.
12. Notice. Any and all notices given or delivered by any Party hereto shall be
delivered in person or by Federal Express or similar private commercial courier for next business
day delivery or otherwise deposited in the United States mail in the County of Orange,
California, duly certified or registered, postage prepaid, and addressed as set forth below:
To RMV: Rancho Mission Viejo, LLC
P.O. Box 9
San Juan Capistrano, California 92698
Attn: Richard Broming,
Senior Vice President— Planning and Entitlement
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attention: City Manager
13. Miscellaneous.
a. This Agreement, along with the underlying PSA, represents the entire
agreement between the Parties hereto on the subject matter hereof and supersedes all prior
negotiations, representations or agreements, either written or oral.
b. This Agreement may be modified only by written instrument executed by
both Parties hereto.
C. Time is of the essence of each provision of this Agreement.
d. Any failure by RMV to insist upon a strict performance by City of any of
the terms and provisions hereof shall not be deemed to be a waiver of any of the terms and
provisions hereof.
C. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of California.
DB2/21315880.4
f. If any suit or action is brought to enforce or construe any provision of this
Agreement, the prevailing party shall be entitled to recover its costs and expenses arising out of
such litigation, including attorneys' fees and court costs, from the non -prevailing party; and each
party hereto waives any and all rights to a trial by jury with respect to any dispute or action
hereunder or otherwise to enforce or construe this Agreement.
g. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which, together, shall constitute but one and the same
instrument.
h. The Parties hereto are entering into this Agreement solely for the benefit
of themselves and agree that nothing herein shall be construed to confer any right, privilege or
benefit on any person or entity other than the Parties hereto, and their successors and assigns.
[signatures on following page]
DB221315880.4
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
RMV
RMV Community Development, LLC,
a California limited liability company
By: Rancho Mission Viejo, LLC,
a Delaware limited liability company
as authorized agent and manager
By:
Dan Ke ly
Senior Vice President
Ggvemment Relations
By: -----
Ric and Broming a
Senior Vice President
Planning and Entitlement
DMB San Juan Investment North, LLC,
a Delaware limited liability company
By: Rancho Mission Viejo, LLC,
a Delaware limited liability company,
as authorized agent and
M
Dan"Kejjy
Senior Vice
Senior Vice President
Planning and Entitlement
DB2/21315880.4
CITY
City of San Juan Capistrano.
Mayor
Attest:
City Clerk
Approved
I
9 0
AGREED TO THIS
DAY OF - 200
AS TO PROVISIONS RELATING
TO ESCROW HOLDER:
FIDELITY NATIONAL TITLE COMPANY
DH2/21315880.4
0 0
EXHIBIT A
City Of San Juan Capistrano
Rancho Mission Viejo Purchase/ Annexation Process
TIME AND RESPONSIBILITY SCHEDULE
Revised on:
Wednesday, September 30, 2009
SYCR-BC = Bond Counsel - Stradling, Yocca, Carlson & Rauth
SYCR-DC = Disclosure Counsel - Stradling, Yocca, Carlson & Rauth
FRA = Financial Advisor- Fieldman, Rolapp & Associates
SJC — Buyer/Issuer- San Juan Capistrano
BNY = Paying Agent - Bank of New York Mellon
RMV = Seller- Rancho Mission Viejo
LAFCO =Local Agency Formation Commission
OCB =Orange County Board of Supervisors
Friday, September 25, 2009
items
from
LAFCO
LA1, W staff prepares Frehmmary Staff Report and sends to
Wednesday, September 30, 2009 affected/interested agencies for comments on proposed LAFCO
annexation and sphere of influence change
LAFCO staff submits vicinity map of coterminous annexation
Wednesday, September 30, 2009 sphere of influence territory to Assessor/Auditor for identification LAFCO
of tax rates areas and amount of negotiable property tax
Wednesday, September 30, 2009
City Council Agenda packet published for October 6, 2009
All
Tuesday, October O6, 2009
City Council meeting to adopt Resolution authorizing
issuance of Bonds and approving legal documents, POS,
CDA and NOS
SJC
Tuesday, October 06, 2009
City Council adopts property tax exchange resolution
SJC
Tuesday, October O6, 2009
City Council considers Implementation Agreement
SJC
Tuesday, October 06, 2009
City Council considers Ordinance forting Bond Oversight
Committee
SJC
Wednesday, October 7, 2009
Provide owner letter of consent to LAFCO
RMV
Friday, October 09, 2009
Send out credit rating package to S&P and [TBD]
FRA
Tuesday, October 13, 2009
Planning commission General Plan Amendment and Pre-
Zoning public hearing conducted
SJC
Week of Monday, October 19, 2009
Rating presentation and site tour with S&P and [TBDI
SJC/FRA/SYCR
Thursday, October 22, 2009
Discussion of how to invest bond proceeds
SJC/FRA/SYCR
Tuesday, October 27, 2009
Backup Planning Commission public hearing date if necessary
SJC
21345207_1.XLS Page 1 of 3
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EXHIBIT A
0
City Of San Juan Capistrano
Rancho Mission Viejo Purchase/Annexation Process
November 2009 Orange County adopts property tax exchange resolution OCB
Friday, November 06, 2009 Ratings received from S&P and [TBD] SJC/FRA/SYCR
Public notice mailed to registered voters/property owners within
Wednesday, November 18, 2009 300' radius, affected/interested patties, and other governmental LAFCO
agencies, Also, notice published in newspaper of general
circulation, and posted at meetine room
Thursday, November 19, 2009 Publish Notice of Intention to Sell ("NOIS") in Bond Buyer (GC SYCR/FRA
Section 53692)
Friday, November 20, 2009 Print and mail NOS & POS and post on website for electronic SYCR/FRA
dissemination
Wednesday, November 25, 2009 LAFCO staff adopts staff report, resolutions, etc. LAFCO
City Council performs following actions: 1) Adopts resolution
Tuesday, December 01, 2009 approving General Plan Amendment; 2) Introduces SJC
Ordinance approving Pre -Zone
Wednesday, December 02, 2009 LAFCO Agenda packet published for December 9, 2009 LAFCO LAFCO
meeting
Wednesday, December 02, 2009 LAFOD staff report mailed out to Commission and all LAFCO
affected/interested parties/
Wednesday, December 02, 2009 LAFCO EO issues Certificate of Filing LAFCO
LAFCO meeting and public hearing to amend City's sphere
Wednesday, December 09, 2009 of influence and approve annexation of RMV property, LAFCO
subject to conditions
Thursday, December 10, 2009 Open electronic bids/award bonds (competitive sale) and report to SJC/SYCR/FRA
City Council the results of the sale
Monday, December 14, 2009 Print and mail final Official Statement SJC/SYCR/FRA
Tuesday, December 15, 2009 City Council second reading of Pre -zone Ordinance SJC
Monday, December 21, 2009 Pre -Closing at Stradling's Office at 1:30 pm PST All
Wednesday, December 23, 2009 Closing by phone @ 8:00 am PST, funds wired to escrow All
Friday, January 15, 2010 Pre -zone Ordinance becomes law SJC
Monday January 20, 2010 Annexation Cleand sphere of influence recording with County LA,�
Monday, January20, 2010 Escrow closes, funds paid out of escrow to the property owner, All
and property ownership is transferred (Annexation is effective)
21345207_1.xIS Page 2 of 3
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EXHIBIT A
E
City Of San Juan Capistrano
Rancho Mission Viejo Purchase/Annexation Process
ALTERNATE SCHEDULE, IF NECESSARY
Thursday, December 17, 2009
Publish Notice of Intention to Sell ("NOIS") in Bond Buyer (GC
SYCWFRA
Section 53692)
Friday, December 18, 2009
Print and mail NOS & POS and post on website for electronic
SYCR/FRA
dissemination
Wednesday, January 06, 2010
LAFCO staff report mailed out to Commission and all
LAFCO
affected/interested parties/
Wednesday, January06, 2010
LAFCD EO issues Certificate of Filing
LAFCO
Wednesday, January 13, 2010
Backup LAFCO Hearing
LAFCO
Thursday, January 14, 2010
Open electronic bids/award bonds (competitive sale) and report to
SJC/SYCR/FRA
City Council the results of the sale
Tuesday, January 19, 2010
Print and mail final Official Statement
SJC/SYCR/FRA
Monday, February 01, 2010
Pre -Closing at Stradling's Office at 1:30 pm PST
All
Tuesday, February 02, 2010
Closing by phone 0 8:00 am PST, funds wired to escrow
All
Monday, February 15, 2010
Annexation and sphere of influence recording with County
LAFCO
CleEscrow
closes, funds paid out of escrow to the property
Monday, February 15, 2010
owner/property ownership is transferred (Property annexation
All
213452071-W Page 3 of 3
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 FAx
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•
NOTIFICATION OF MEETING OF POTENTIAL INTEREST
OF THE SAN JUAN CAPISTRANO CITY COUNCIL
SAMALLEVATO
LAVRAFREE`JE
THOMAS W. HRIOAR
MARKNIEL8EH
OR. LONDRES USO
The City Council of San Juan Capistrano will meet at 6:30 p.m. on Tuesday, October 6,
2009 in the City Council Chamber in City Hall, to consider: "Consideration of LAFCO
Implementation Agreement between RMV Community Development, LLC and DMB
San Juan Investment North, LLC, and the City of San Juan Capistrano" — Item No.
Gla.
If you have specific thoughts or concerns regarding this item, you are encouraged to
participate in this decision making process. You can communicate with the City Council
through correspondence addressed to the Council and/or by attending the meeting and
speaking to the Council during the public meeting.
Correspondence related to this item must be received at the City Clerk's office by 5:00 p.m.
on Monday, October 5, 2009 to allow time for the Council to consider its content.
If you would like to speak at the meeting, please complete a yellow "Request to Speak"
form found inside the entrance to the Council Chamber. This form is turned in at the staff
table, just in front of the Council dais. You will be called to speak by the Mayor when the
item is considered.
You have received this notice at the request of the City staff member Cathy Salcedo,
Senior Executive Assistant. You may contact that staff member at (949) 443-6317 with any
questions.
The agenda, including agenda reports, is available to you on our web site:
www.sanivancapistrano.orq. If you would like to subscribe to receive a notice when
agendas are posted to the web site, please make that request by sending an e-mail to:
cityclerk(a) san iva ncapistra no.org.
Maria Morris
Acting City Clerk
cc: Rancho Mission Viejo
San.luan C"117istrano. P'reverving the Pow ler ErrHtuocce the #"uwre