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Riverside Co/Flood Control & Water Cons. Taxing Entity Comp. 14AGREEMENT FOR TAXING ENTITY COMPENSATION This Agreement for Taxing Entity Compensation (this "Agreement'), dated for reference purposes as of October.20, 2014, 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 La Quinta, a California municipal corporation ("City"); County of Riverside, a political subdivision of the State of California ("County"); 'Riverside County Flood Control and Water Conservation District, a public agency , ("RCFCWCD"); Riverside County Regional Parks and Open Space District, a public agency , ("RCRPOSD")�� RECITALS A. Pursuant to Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABxl 26") and the California Su reme. Court's decision in California Redevelopment Association v. Matosantos (2011) 53 Cal.4t 231, effective February 1, 2012; the La Quinta Redevelopment Agency ("Redevelopment Agency" or "RDA") was dissolved, and pursuant to Health & Safety Code Section 34173 as amended by Assembly Bill 1484 ("AB 1484"), the La Quinta Successor Agency became the successor -in -interest by operation of law to the Redevelopment Agency (the "Successor Agency"). 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 theRedevelopmentAgency. C. On August 6, 2014, 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 Taxing Entities, as specified. D. On August 22, 2014, the State Department of Finance ("DOF") approved the LRPMP. E. This Agreement is negotiated and entered into by the Parties pursuant to the LRPMP as approved by the DOF. As such, this Agreement relates to the disposition and use of former RDA real property assets governed by the LRPMP and shall control the distribution to the Taxing Entities of proceeds received by the City for the disposition and use of the former RDA real property assets identified in this Agreement. To the extent there may be a conflict between any provision of law and the terms and conditions of this Agreement, this Agreement shall control pursuant to Health and Safety Code section 34191.3. 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 698/015610-0120 7244869.5 a10/20/14 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 redevelopment project areas formerly administered by the Redevelopment Agency. 2. Special Districts and Funds. The governing boards of certain of the Taxing Entities administer certain special districts and funds that receive allocations of property taxes from the Tax Base. The governing board of the County is authorized to execute this Agreement on behalf of such special districts and funds governed and administered by the County and shall cause any Net Unrestricted Proceeds (as defined below) to be distributed to those special districts and funds, as applicable, including but not limited to the Riverside County ERAF fund(s), any Riverside County library fund(s), and Riverside County flood control district. 3. Parcels to be Conveyed to City for Future Development Consistent with LRPMP. The LRPMP provides that, pursuant to Health. & Safety Code Section 34191.5(c)(2), certain parcels formerly owned by the Redevelopment Agency shall be transferred by the Successor Agency to the City for future development, which parcels are listed in Exhibit "A" attached hereto and incorporated by reference (collectively referred to herein as the "Development Property"). 4. Parcels May Be Conveyed to Public Agencies for Governmental Uses. The Parties agree that the LRPMP may provide, pursuant to Health & Safety Code Section 34191.5(c)(2), that certain parcels formerly owned by the Redevelopment Agency will be transferred by the Successor Agency to the City for continued governmental uses. No compensation will be paid to the City or to the Taxing Entities in connection with the transfers of these parcels for continued governmental uses, as approved by the DOF in the LRPMP. 5. . Covenant to Distribute Specified Proceeds to Taxing Entities Upon Sale of Development Property. The City agrees that, consistent with the LRPMP approved by DOF,. the City shall remit Net Unrestricted Proceeds to the Riverside County Auditor -Controller's Office ("Auditor -Controller") for distribution to the Taxing Entities. "Net Unrestricted Proceeds" shall mean the proceeds of sale received by the City for the sale of the Development Property, less: (i) costs incurred by City for expenses in connection with the management and disposition of the Development Property, including without limitation, costs incurred for property management, maintenance, insurance, marketing, appraisals, brokers' fees, escrow, closing costs, survey, title insurance, attorneys' and consultants' fees, and other reasonable costs incurred, including reasonable compensation for City staff performing functions associated with the management, maintenance and disposition of the Development Property, and (ii) any proceeds of sale that are restricted by virtue of the source of funds (e.g. grant funds or the proceeds of bonds) that were used for the original acquisition of the Development Property. 6. Sale Procedures and Proceeds; Distribution to Taxing Entities. Upon the subsequent conveyance of the Development Property from the City to any private (non-public agency) third party, the City shall remit to the Auditor -Controller the Net Unrestricted Proceeds (if any) -received by the City from the conveyance of the Development Property within 30 days after receipt by the City. The Auditor -Controller thereafter shall have the obligation to distribute to the Taxing Entities in accordance with each Taxing Entity's pro rata share of the Tax Base (pursuant to Health and Safety Code Section 34188 or other applicable law) the Net Unrestricted 698/015610-0120 7244869.5 a10/20/14 -2- Proceeds remitted to the Auditor. -Controller by the City pursuant to this Agreement. The Parties acknowledge and agree that City is obligated to convey the Development Property consistent with the LRPMP and terms and conditions governing the disposition of the Development Property by and between the purchaser of the parcels that comprise the Development Property. The Parties further acknowledge and agree that, due to the encumbrances and restrictions attached to and running with the Development Property, the value of the Development Property (or any portion thereof) shall be the amount of money the City receives for the conveyance of the Development Property (or any portion thereof) at the time of that conveyance to a private (non- public agency) third party, and such value shall be used to determine the Net Unrestricted Proceeds to be remitted to the Auditor -Controller pursuant to this Agreement. 7. Reservation of Rights Re: Compensation Agreement. The Successor Agency interprets Health and Safety Code Sections 34191.3 and 34191.5 to mean that; once a long-range property management plan has been approved by DOF, it supersedes all .other provisions of the statute relating to the disposition and use of the former redevelopment agency's real property, and agreements with taxing entities are not required in connection with the disposition of a successor agency's real property to the sponsoring city for governmental uses or for subsequent disposition for future development. Nevertheless, pursuant to DOF direction, the City enters into this Agreement with the Taxing Entities to address the disposition of Development Property pursuant to the LRPMP. If a court order,. legislation, or DOF policy reverses the requirement issued by the DOF to enter into this Agreement, the Parties acknowledge that the City shall have no obligation to enter into this Agreement with the Taxing Entities, and in such event, the City shall be permitted to convey the Development Property even if this Agreement has not been executed by all Taxing Entities. Notwithstanding the foregoing, the City agrees that. it shall comply with the LRPMP, as approved by DOE, and make a payment of Net Unrestricted Proceeds (if any) to the Taxing Entities pursuant to this Agreement. 8. Miscellaneous Provisions. 8.1 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. In addition to any other method of delivery agreed upon between respective Parties, all such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) Electronic mail (e-mail) or facsimile, in which case notice shall be deemed delivered on the next business day after confirmation that the intended recipient received the notice via e-mail or facsimile; (iii) 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 (iv) 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. 8.2 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. 698/015610-0120 7244869.5 a10/20/14 -3- z 8.3 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. 8.4 Entire Agreement. This Agreement, including exhibits 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. 8.5 Non -Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the Party charged with or claimed to have waived any such provision. 8.6 Amendment. This Agreement may be amended or modified, in whole or in part, only in writing and only if signed by the Party or Parties to be bound by the amendment or modification. 8.7 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. 8.8 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. 8.9 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. 8.10 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 Riverside County, California. 8.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Parties. Any executed counterpart of this Agreement may be delivered to the other Parties by e-mail attachment or facsimile and shall be deemed as binding as if an originally signed counterpart was delivered. 698/015610-0120 7244869.5 a10/20/14 SIGNATURES ON FOLLOWING PAGES Is IN WITNESS WHEREOF, the Parties have executed this Agreement by their authorized representatives as indicated below. , Attest: CITY OF LA QUINTA, a California Municipal Corporation t Digitally signed by FrankJ. Spevacek DN: serial Number=g8x45h14dsg5g957, c=US, st=California, 1=La Quinta, o=FrankJ. Spevacek; -n=Frank J. Spevacek Date:2014.10.31 10:44:03 0700' By: Name: Title: C Digitally signed by City of La Quinta ,.c= S,st=Cumbera,I=La Quinta, �c=US, ,lalNumbe,=6fml Quinta, o=Ci of La Quinta, cn=City of La ® Quinta; / Date: 2014.11.03 08:21 :38 -08'00' City Clerk Approved as to form: City Attorney Address for Notices: To City Hall: City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attention: City Manager with a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Attention: William H. Ihrke, Esq. SIGNATURES CONTINUED ONFOLLOWING PAGES 698/015610-0120 7244869.5 a10/20/14 —5— e f 1' COUNTY OF RIVERSIDE, a political subdivision of the State of California, and for county -administered special districts and funds. By: Name: Jeff Stone Title: Chairman of the Board of Supervisors Attest by: Approved as to form: County Counsel Address for Notices: County of Riverside Administrative Center 4080 Lemon Street, 5th Floor Riverside, California 92501 698/015610-0120 7244869.5 a10/20/14 -6- FLOOD CONTROL AND WATER CONSERVATION DISTRICT, a public agency. Name: Jeff Stone Title: Chairman of the Board of Supervisors Attest by: Approved as to form: District Counsel Address for Notices: County of Riverside Administrative Center . 4080 Lemon Street, 5th Floor Riverside, California 92501 698/015610-0120 7244869.5 a10/20/14 -7- REGIONAL PARKS AND OPEN SPACE DISTRICT, a public agency. M. Name: Jeff Stone Title: Chairman of the Board of Supervisors Attest by: Approved as to form: District Counsel Address for Notices: County of Riverside Administrative Center 4080 Lemon Street, 5th Floor Riverside, California 92501 698/015610-0120 7244869.5 a10/20/14 -8- EXHIBIT "A" DEVELOPMENT PROPERTY Assessor's Parcel Nos.: 776-150-024 and 770-200-027 • 776-150-025 • 777-490-015 777-490-016 777-060-063, 777-060-066, 777-060-067 and 777-060-069 777-490-005 777-490-009 776-150-022 and 777-490-01 1 777-490-012 777-490-013 • 777-490-014 698/015610-0120 EXHIBIT. A 7244869.4 a10/20/14 L7 Alt M It ............... ............... 52NDAVE, f. La Quinta Property Transfer Public Use Parcels to Transfer September 23, 2014 City of La Quinta Planning Division Community Development Department TQ: Frank J. Spevacek, City Manager FROM: Kimberly Weiss, Content Editor/Writer` . DATE: October 30, 2014 RE; Compensation Agreement from County of Riverside Attached for your signature are.two (2) original agreements;. The County asked that the signature pages be executed by the City prior to taking the agreement to their Board. Please sign and return to the City Clerk for processing and distribution. Susan Maysels From: Dasika, Rohini <RDasika@rceo.org> Sent: Tuesday, November 04, 2014 2:55 PM To: Susan Maysels Subject: RE: Compensation Agreement with La Quinta & Riv Cty & 2 Districts Not necessary —thanks! From: Susan Maysels [mailto:Smaysels@la-quinta.org] Sent: Tuesday, November 04, 2014 2:55 PM To: Dasika, Rohini Subject: RE: Compensation Agreement with La Quinta & Riv Cty & 2 Districts Rohini, The City has initiated secure digital signature use for the City Manage and City Clerk. This type of electronic signing is now accepted by the federal gov't, state gov't, Riverside County Recorder, title companies, etc. The documents I would mail to you would be exactly as you can .print them out from your computer. I'm happy to mail two paper copies if desired. Susan Maysels I City Clerk City of La Quinta 78495 Calle Tampico ° La Quinta, CA 92253 760.777.7123 smaysels@la-quinta.org From: Dasika, Rohini [mailto:RDasika@rceo.org] Sent: Tuesday, November 04, 2014 2:14 PM To: Susan Maysels Cc: Chris Escobedo; Kim Weiss Subject:: RE: Compensation Agreement with La Quinta & Riv Cty & 2 Districts Will the paper copies be with a wet signature? I will need these sent to: Rohini Dasika Riverside County Executive Office 4080 Lemon Street, 4th Floor Riverside, CA 92501 From: Susan Maysels [mailto:Smaysels@la-quints_ .org] Sent: Monday, November 03, 2014 8:47 AM To: Dasika, Rohini Cc: Chris Escobedo; Kim Weiss Subject: Compensation Agreement with La Quinta & Riv Cty & 2 Districts Dear Rohini Dasika, Attached is the digitally -executed Compensation Agreement between La Quinta and Riverside County, the Flood Control District and the Parks District. Please return one fully executed agreement to me at the address below for city files. If you would like two paper copies by mail, please provide the name and address of the person to whom it should be sent. Thank you. Yours truly, Susan Maysels City Clerk City of La Quinta a ^; 78495 Calle Tampico La Quinta, CA 92253 Ph. 760.777.7123 smaysels@la-guinta.org Website I Map W; h 2 Please note: The County Administrative Center is open Monday through Friday. Business hours for the County Executive Office are Monday through Friday, 8:00 a.m. to 5:00 p.m. This email is confidential and intended solely for the use of the individual(s) to whom it is addressed. The information contained in this message may be privileged and confidential and protected from disclosure. If you are not the author's intended recipient, be advised that you have received this email in error and that any use, dissemination, forwarding, printing, or copying of this email is strictly prohibited. If you have received this email in error please delete all copies, both electronic and printed, and contact the author immediately. Please note: The County Administrative Center is open Monday through Friday. Business hours for the County Executive Office are Monday through Friday, 8:00 a.m. to 5:00 p.m. Susan Maysels From: Susan Maysels Sent: Monday, November 03, 2014 8:47 AM To: 'RDasika@RCEO.org' Cc: Chris Escobedo; Kim Weiss Subject: Compensation Agreement with La Quinta & Riv Cty & 2 _Districts Attachments: Zdone - Riv Cty Flood District Parks District.pdf Dear Rohini Dasika, Attached is the digitally -executed Compensation Agreement between La Quinta and Riverside County, the Flood Control District and the Parks District. Please return one fully executed agreement to me at the address below for city files. If you would like two paper copies by mail, please provide the name and address of the person to whom it should be sent. Thank you. Yours.truly, Susan Maysels i City Clark u` City of La Quinta 78495 Calle Tampico La QLiinta, CA 92253 Ph. 760.777.71.23 smaysels@la-guinta.org Website I Map 1 Susan Maysels. From: Wanda Wise -Latta Sent: Friday, October 31, 2014 10:49 AM To: Susan Maysels (Smaysels@la-quinta.org) Subject: FW: Riv Cty agr for review & signature Attachments: Riv Cty Flood District Parks District (2).pdf Below is Frank's email authorizing the placement of his digital signature on the attached document. Thank you. Wanda Wise -Latta I Executive Assistant City of La Quinta 78495 Calle Tarnpico ,� La Quinta, CA 92253 760,777.7030 wlatta@la-guinta.org From: Frank Spevacek Sent: Friday, October 31, 2014 10:29 AM To: Wanda Wise -Latta (wlatta &Ia-quinta.org) Cc: Susan Maysels (Smaysels,@L-,quinta.org) Subject: FW: Riv Cty agr for review & signature Wanda I have reviewed and approve this agreement. Please affix my electronic signature. Thank you. From: Susan Maysels Sent: Thursday, October 30, 2014 3:18 PM To: Frank Spevacek Subject: Riv Cty agr for review & signature Susan Maysels j City Clerk City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 760.777.7123 s_maysels@la-guinta.org 1 Susan Maysels From: Sent: To: Subject: Attachments: Susan, See below for delivery. Kim Kim Weiss Thursday, October 30, 2014 9:33 AM Susan Maysels FW: Follow Up For Signature Compenation Agreement Co. of Riv..pdf . Kimberly Weiss i Content Editor/Writer City of La Quinta 78495 Calle Tampico - La Quinta, CA 92253 760.777.7035 kweiss@la-guinta.org From: Chris Escobedo Sent: Thursday, October 30, 2014 7:44 AM To: Kim Weiss Subject: FW: Follow Up Can. we get this on over to Rohini ASAP? Chris Escobedo I Assistant to City Manager City of La Quinta 78495 Calle Tampico - La Quinta, CA 92253 760.777.7010 cescobedo@la-guinta.org From: Dasika, Rohini [mailto:RDasika@rceo.org] Sent: Thursday, October 30, 2014 7:44 AM To: Chris Escobedo Cc: Willis, Anita; Kim Weiss Subject: RE: Follow Up That will be great. Thanks! From: Chris Escobedo [mailto:Cescobedo@la-quinta.org] Sent: Thursday, October 30, 2014 7:43 AM To: Dasika, Rohini Cc: Willis, Anita; Kim Weiss Subject: RE: Follow Up 1 Great, yes that's no problem at all. We'll have that signature page executed and to you well before November 12th. Will PDF be acceptable for now and we can overnight the originals? Chris Escobedo I Assistant to City Manager City of La Quinta y 78495 Calle Tampico La Quinta, CAf92253 760.777.7010 cescobedo@la-guinta.org From: Dasika, Rohini [mailto:RDasika@rceo.org] Sent: Thursday, October 30, 2014 7:40 AM To: Chris Escobedo Cc: Willis, Anita Subject: RE: Follow Up Good Morning Chris: I'm looking at the Agreement, and I will need the signature page executed by the City. Typically we need all approvals before we go to the Board of Supervisors. Let me know if this can be complete by November 12. In the meantime, I am forwarding the staff report and agreement to Parks and Flood so they can get everything -ready for their Boards. Thanks, and give me a call if you have any questions. From: Chris Escobedo [mailto:Cescobedo0a-quinta.org] Sent: Wednesday, October 29; 2014 11:48 AM To: Dasika, Rohini Subject: Follow Up Great speaking with you. Here's my contact info. Chris Escobedo I Assistant to City Manager City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 Ph. 760.777.7016 Website I Map through Friday, 8:00 a.m. to 5:00 p.m. Please note: The County Administrative Center is open Monday through Friday. Business hours for the County Executive Office are Monday This email is confidential and intended solely for the use of the individual(s) to whom it is addressed. The information contained in this message may be privileged and confidential and protected from disclosure. If you are not the author's intended recipient, be advised that you have received this email in error and that any use, dissemination, forwarding, printing, or copying of this email is strictly prohibited. If you have received this email in error please delete all copies, both electronic and printed, and contact the author immediately. t r o� -2 a 0 C: 0) o c 'rn � d U *ELM RIII SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE, STATE OF CALIFORNIA FROM: Executive Office SUBMITTAL DATE: November 13, 2014 SUBJECT: Approval of Agreement for Taxing Entity Compensation for City of La Quinta RECOMMENDED MOTION: That the Board of Supervisors approve and authorize the Chairman of the Board of Supervisors to execute the Agreement for Taxing Entity Compensation (Agreement) by and between the City of La Quinta, the County of Riverside, and Riverside County Regional Park and Open Space' District, (collectively referred to as "Taxing Entities"). BACKGROUND: Summary Pursuant to Assembly Bill 1484 (AB 1484), successor agencies (SAs) are required to prepare a Long Range Property Management Plan ,(LRPMP) which sets forth the strategy and process of the SA in the use and disposition of the former Redevelopment Agency real property assets (Properties). The goal of each SA is to dispose of the Properties expeditiously and in a manner that will maximize value to the affected Taxing Entities, while still advancing the planning objectives. for which the Properties were originally acquired. (continues on next page) COST 1 $ . 0 $ 0 $ NET COUNTY COST $ 0 $ 0 $ SOURCE OF FUNDS: N/A C:E.O. RECOMMENDATION: County Executive Office Signature Rohini Dasika Senior Management Analyst d0 $ 0 Consent ❑ Policy 01 Budget Adjustment: NIA For Fiscal Year: 14/15 APPROVE BY• MINUTES OF THE BOARD OF SUPERVISORS On motion of Supervisor Benoit, seconded by Supervisor Ashley and duly carried, IT WAS ORDERED that the above matter is approved as recommended. Ayes: Stone, Benoit and Ashley. Nays: None Kecia Harper -Them Absent: Jeffries and Tavaglione Cle r Date: November 24, 2014 B . xc: E.O. eputy Prev. Agn. Ref.: District: 4 1 Agenda Number: 3-10 SUBMITTAL TO THE BOARD OF SUPERVISORS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA FORM 11: Approval of Agreement for Taxing Entity Compensation for City of La Quinta DATE: November 13, 2014 PAGE: 2 of 3 BACKGROUND: Summary (continued) The Successor Agency to the Redevelopment Agency of the City of La Quinta (City Agency) prepared a LRPMP that their Oversight Board approved on August 6, 2014, and the State Department of Finance (DOF) subsequently approved on August 22, 2014. Included in the allowable use and disposition strategies for successor agency owned property, as set forth in Health and Safety Code Section 34191.5 (c)(2), is the conveyance of parcels from the City Agency to the city for future development (Development Property), and conveyance of the parcels from the City Agency to the city for governmental use (Transfer Property). The City Agency is proposing to transfer the parcels listed in Exhibit "A" to the, City of La Quinta for future development of property and for continued governmental uses. Neither Taxing Entities nor the City of La Quinta will receive compensation for Transfer Property. The attached Agreement sets forth the terms of the covenant to distribute specified proceeds to Taxing Entities upon sale of the Development Property. The compensation agreements provide for the allocation of sale proceeds to taxing entities received in connection with the sale of real property assets held by the. former Redevelopment Agency. In La Quinta's case, the Department of Finance has approved the former Redevelopment Agency transferring the property to the City for the limited value (La Quinta obtained appraisals from an independent MAI certified appraiser). The 16 properties in question have limited value since they were purchased and improved with tax-exempt bond proceeds. Internal Revenue Service regulations governing the use of tax-exempt bond proceeds essentially prohibit the sale of these properties at a value no greater than $1.00 for each property. These restrictions cannot be removed without paying off the $97 million in tax-exempt bonds, which is not expected to occur until 2033. The City is currently working toward securing a property tax revenue -generating development at the SilverRock Resort. In order to facilitate this development, the City desires to include approximately 30 acres of this property with other City -owned properties at SilverRock that are not subject to the Compensation Agreement. The development proposed at SilverRock includes hotels, mixed use retail, and resort residential. The proposed projects are projected to create property tax revenue at project build out. Compensation agreements must be approved by all nine taxing entities, including the County of Riverside, Coachella Valley Water District, Coachella Valley Resource Conservation District, Coachella Valley Public Cemetery, Coachella Valley Mosquito & Vector Control District, Desert Community College District (College of the Desert), Desert Recreation District, Desert Sands Unified School District, and Riverside County Office of Education. Approval of this agreement does not affect redevelopment pass through agreements. Pursuant to the Agreement, upon the conveyance of the Development Property from the City to any private third party, the City shall remit net unrestricted proceeds to the Riverside County Auditor -Controller's Office for distribution to the Taxing Entities within thirty (30) days after receipt by the city. The Agreement further details that the City is obligated to convey the Development Property consistent with the LRPMP and terms and conditions governing the disposition of the Development Property by and between the purchaser of the. parcels that comprise the Development Property. Staff recommends approval and execution of the attached Agreement i SUBMITTAL TO THE BOARD OF SUPERVISORS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA FORM 11: Approval of Agreement for Taxing Entity Compensation for City of La Quinta DATE: November 13, 2014 PAGE: 3 of 3 Impact on Citizens and Businesses The approval and execution of the agreement will benefit the citizens and businesses of Riverside County through increased property tax revenues upon project completion to all affected Taxing Entities. aNHE1NI DGCUMENT 1S FULLY EXECUTED RETURN ij— to Riv si& Caunty C lcr'L of t11e Board, Stop 1016 Post office Box 1141, Riverside, ra 92502-1147 Thank you. AGREEMENT FOR TAXING ENTITY COMPENSATION This Agreement for Taxing Entity Compensation (this "Agreement"), dated for reference purposes as of November 3, 2014, 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 La Quinta, a California municipal corporation ("City");' County of Riverside, a political subdivision of the State of California ("County"); Riverside County Regional Parks and Open Space District, a public agency ("RCRPOSD") RECITALS A. Pursuant to Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature ("ABx1 26") and the California S7reme Court's decision in California Redevelopment Association v. Matosantos (2011) 53 Cal.4 231, effective February 1, 2012, the La Quinta Redevelopment Agency ("Redevelopment Agency" or "RDA") was dissolved, and pursuant to Health & Safety Code Section 34173 as amended by Assembly Bill 1484 ("AB 1484"), the La Quinta Successor Agency became the successor -in -interest by operation of law to the Redevelopment Agency (the "Successor Agency"). 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. On August 6, 2014, 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 Taxing Entities, as specified. D. On August 22, 2014, the State Department of Finance ("DOF") approved the LRPMP. E. This Agreement is negotiated and entered into by the Parties pursuant to the LRPMP as approved by the DOF. As such, this Agreement relates to the disposition and use of former RDA real property assets governed by the LRPMP and shall control the distribution to the Taxing Entities of proceeds received by the City for the disposition and use of the former RDA real property assets identified in this Agreement. To the extent there may be a conflict between any provision of law and the terms and conditions of this Agreement, this Agreement shall control pursuant to Health and Safety Code section 34191.3. 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 6981015610-0120 7244869.5 al1/03/14 ,NOV 2 4 2014 �� b 4 entities that share in the property tax .base ("Tax Base") for property located within the redevelopment project areas formerly administered by the :Redevelopment Agency. 2. Special Districts and Funds. The governing .boards of certain of the Taxing Entities administer certain special districts and funds that receive allocations of property taxes from the Tax Base. The governing board of the County is authorized to execute this Agreement on behalf of such special districts and funds governed and administered by the County and shall cause any Net Unrestricted Proceeds (as defined below) to be distributed to those special districts and funds, as applicable, including but not limited to the Riverside County ERAF fund(s) and any Riverside County library fund(s). 3. Parcels to be Conveyed to City for Future Development Consistent with LRPMP. The LRPMP provides that, pursuant to Health & Safety Code Section 34191.5(c)(2), certain Parcels formerly owned by the. Redevelopment Agency shall be transferred by the Successor Agency to the City for future development, which parcels are listed in Exhibit' A" attached .hereto and incorporated by reference (collectively referred to herein as the "Development Property"). 4. Parcels May Be Conveyed to Public Agencies for Governmental Uses. The Parties agree that the LRPMP may provide, pursuant to Health & Safety Code Section 34191.5(c)(2), that certain parcels formerly owned by the Redevelopment Agency will be transferred by the Successor Agency to the City for continued governmental uses. No compensation will be paid to the City or to the Taxing Entities in connection with the transfers of these parcels for continued governmental uses, as approved by the DOF in the LRPMP. 5.` Covenant to Distribute Specified Proceeds to Taxing, Entities Upon Sale of Development Property. The City agrees that, consistent with the LRPMP approved by DOF, the City shall remit Net Unrestricted Proceeds to the Riverside County Auditor -Controller's Office ("Auditor -Controller") for distribution to the Taxing Entities. "Net Unrestricted Proceeds" shall mean the proceeds of sale received by the City- for the sale of the Development Property, less: (i) costs incurred by City for expenses in connection with the management and disposition of the Development Property, including without limitation, costs , incurred for property management, maintenance, insurance, marketing, appraisals, brokers' .fees, escrow, closing costs, survey, title insurance, attorneys' and consultants' fees, and other reasonable costs incurred, including reasonable compensation for City staff performing functions associated with the management, maintenance and disposition of the Development Property,, and (ii) any proceeds of sale that are restricted by virtue of the source of funds (e.g. grant funds.or the proceeds of bonds) that were used for the original acquisition of the Development Property. 6. Sale Procedures and Proceeds,• Distribution to Taxing Entities. 'Upon the subsequent conveyance of the Development Property from the City to any private (non-public agency) third party, the City shall remit to the Auditor -Controller the Net Unrestricted Proceeds (if any) received by the City from the conveyance of the Development Property within 30 days after receipt by the City. The Auditor -Controller thereafter shall have the obligation to distribute to the Taxing Entities in accordance with each Taxing Entity's pro rats- share of the Tax Base (pursuant to Health and Safety Code Section 34188 or other applicable law) the Net Unrestricted Proceeds remitted to the Auditor -Controller by the City pursuant to this Agreement. The Parties 698/015610-0120 7244869.5 al1/03/14 -2- acknowledge and agree that City is obligated to convey the Development Property consistent with the LRPMP and terms and conditions governing the disposition of the Development Property by and between the purchaser of the parcels that comprise the Development Property. The Parties further acknowledge and agree that, due to the encumbrances and restrictions attached to and running with the Development Property, the value of the Development Property (or any portion thereof) shall be the amount of money the City receives for the conveyance of the Development Property (or any portion thereof) at the time of that conveyance to a private (non- public agency) third party, and such value shall be used to determine the Net Unrestricted Proceeds to be remitted to the Auditor -Controller pursuant to this Agreement. 7. Reservation of Rights Re: Compensation Agreement. The Successor Agency interprets Health and Safety Code Sections 34191.3 and 34191.5 to mean that, once a long-range property management plan has been approved by DOF, it supersedes all other provisions of the statute relating to the disposition and use of the former redevelopment agency's real property, and agreements with taxing entities are not required in connection with the disposition of a successor agency's real property to the sponsoring city for governmental uses or for subsequent disposition for future development. Nevertheless, pursuant to DOF direction, the City enters into this Agreement with the Taxing Entities to address the disposition of Development Property pursuant to the LRPMP. If a court order, legislation, or DOF policy reverses the requirement issued by the DOF to enter into this Agreement, the Parties acknowledge that the City shall have no obligation to enter into this Agreement with the Taxing Entities, and in such event, the City shall be permitted to convey the Development Property even if this Agreement has not been executed by all Taxing Entities. Notwithstanding the foregoing, the City agrees that it shall comply with the LRPMP, as approved by DOF, and make a payment of Net Unrestricted Proceeds (if any) to the Taxing Entities pursuant to this Agreement. 8. Miscellaneous Provisions. 8.1 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. In addition to any other method of delivery agreed upon between respective Parties, all such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) Electronic mail (e-mail) or facsimile, in which case notice shall be deemed delivered on the next business day after confirmation that the intended recipient received the notice via e-mail or facsimile; (iii) 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 (iv) 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. 8.2 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. 698/015610-0120 7244869.5 al1/03114 -3- 8.3 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. 8.4 Entire AgrLeement. This Agreement, including exhibits 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 8.5 Non -Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the Party charged with or claimed to have waived any such provision. 8.6 Amendment. This Agreement may be amended or modified, in whole or in part, only in writing and only if signed by the Party or Parties to be bound by the amendment or modification. . 8.7 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 f0 force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. 8.8 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. 8.9 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. 8.10 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 Riverside County, California. 8.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one instrument.. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Parties. Any executed counterpart of this Agreement may be delivered to the other Parties by e-mail attachment or facsimile and shall be deemed as binding as if an originally signed counterpart was delivered. SIGNATURES ONFOLLOWING PAGES 6981015610-0120 7244869.5 all/03/14 -4- IN WITNESS WHEREOF, the Parties -have executed this Agreement by their authorized representatives as indicated below. ' CITY OF LA QUINTA, a California Municipal Corporation Digitally signed by Frank Spevacek DN:"serial Number=g8x45h14dsg5g957,c=U5,st=California, f i=La Quinta, o=FrankJ. Spevacek, cn=FrankJ. Spevacek ' Date: 2014.10.31 10:44.03-07'00' By: Name: Title: Attest: Digitally signed by City of La Quinta. DN: serialNumber=6fmhzhdhvQz93cr, 4+4t�,�c=US, st—=California, l=La Quinta, o=Gty of La Quinta, cn=Cityof La Quinta. Date: 2014.11.0308:2138-08'00' ' City Clerk Approved as to form: City Attorney Address for Notices: To City Hall: City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attention: City Manager with a copy to: Rutan & Tucker, LLP - 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Attention: William H.' Ihrke, Esq. SIGNATURES CONTINUED ON FOLLOWING PAGES 698/015610-0120 j 7244869.5 a1020/14 -5- ` COUNTY OF RIVERSIDE, a political subdivision of the Siate of California, and for county -administered. special districts and funds. By: ATTEST: Nam S KE � . A RP -I EM, Irk Title: Chairman of the Board of Supervisors By DEP TY Attes Approved as to form: PdGtj Counsel ,Wlu-re, 4/so/ - Address for Notices: County of Riverside Administrative Center 4080 Lemon Street, 5th Floor Riverside, California 92501 6981015610-0120 7244869.5 a11103/14 -6- REGIONAL PARKS AND OPEN SPACE DISTRICT, a public agency.. By;. Name: Kevin Jeffries ATTEST KE I !~ P H-IHOA Clerk Title: Chairman of the Board of Directors DEPU Attest by: Approved ash f9rm: Ai Zis ct Counsel sj, �,,, Loc.•ss�� Address for Notices: County of Riverside Administrative Center 4080 Lemon Street, 5th Floor Riverside, California 92501 698/015610-0120 7244869.5 al l/D3/14 ' 1- Riverside County Board of Supervisors . Request to Speak Submit request to Clerk of Board (right of podium), Speakers are entitled to three (3) minutes, subject to Board Rules listed on the reverse side of this form. SPEAKER'S NAME: Address: (only if follow-up mail response requested) City: Zip: Phone #• Date: �A�ghda # PLEASE STATE YOUR VOSITION BELOW: Position on `Regular" (non -appealed) Agenda Item: Support _Oppose Neutral Note: If you are here for an agenda item that is filed for "Appeal", please state separately your position on the appeal. below: Support Oppose Neutral I .give my 3 minutes to: BOARD RULES Reauests to Address Board on "Agenda" Items• You may request to be heard on a published agenda item. Requests to be heard must be submitted to the Clerk of the Board. before the scheduled meeting time. . Reauests to Address Board on items that are "NOT" on the Agenda: Notwithstanding any other provisions of these rules, member of the public shall have the right to :address the . Board during the mid -morning "Oral Communications" segment of the published agenda. Said purpose for address must pertain to issues which are under the direct jurisdiction of the Board of Supervisors. YOUR TIME WILL BE LIMITED TO THREE (3) MINUTES. Power Point Presentations/Printed Material: Speakers who intend to conduct a formalized Power Point presentation or provide printed material must notify the Clerk of the Board's Office by 12 noon on the Monday preceding the Tuesday Board meeting, insuring that the Clerk's Office has sufficient copies of all%printedmaterials and at least one (1) copy of the Power Point CD. Copies of printed material given to the Clerk (by Monday noon deadline) will. be provided to each Supervisor. If you have the need to use the overhead "Elmo" projector at the Board meeting, please insure your material is clear and with proper contrast, notifying the Clerk well ahead of the meeting, of. your intent to use the Elmo. Individual Speaker Limits: Individual `-speakers are limited to a maximum of three (3) minutes. Please step up to the podium when the Chairman calls your name and begin speaking immediately. Pull the microphone to your mouth so that the Board, Audience, and audio recording system hear you clearly. .Once you start speaking, the "green" podium light will light. The "yellow" light will come on when you have one (1) minute remaining. When you have 30 seconds remaining; the "yellow" light will begin flash, indicating you must quickly wrap up your comments. Your time is up when the "red" light flashes. The Chairman adheres to a strict three (3) minutes per speaker. Note: if you intend to give your time to a "Group/Organized Presentation', please state so clearly at the very bottom of the reverse side of this form. Group/Organized Presentations: Group/organized presentations with more than one (1) speaker will be limited to nine (9) minutes at the Chairman's discretion. The organizer of the presentation. will automatically receive the first three (3) minutes, with the remaining six (6) minutes, relinquished by other speakers, as requested by them on a completed "Request to Speak" form, and clearly indicated at the front bottom of the form. Addressina the Board & Acknowledgement by Chairman: The Chairman will determine what order the speakers will address the Board, and will call on all speakers in pairs. The first speaker should. immediately step to the podium and begin addressing the Board. The second speaker should take up a position in one of the chamber aisles in order to quickly step up to the podium after the preceding speaker. This is to afford an efficient and timely Board meeting, giving all attendees the opportunity to make their case. Speakers are prohibited from making personal attacks, and/or using coarse, crude, profane or vulgar language while speaking to the Board members, staff, the general public and/or meeting participants. Such behavior, at the discretion of the Board Chairman may result in removal from the Board Chambers by Sheriff Deputies.