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HomeMy WebLinkAboutAGENDA REPORT 2014 0715 OB REG ITEM 07B OVERSIGH I t3UAHU I U SUULLtJUtt HUCIvti I OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK MEETING of 7-0-Ab/4 ACTION: � ��� /6,40. vu. ,9t3 - ITEM 7.B. BY: 1771. OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK AGENDA REPORT TO: Oversight Board to the Successor Agency FROM: Ron Ahlers, Finance Director Cth— DATE: July 9, 2014 (Oversight Board Meeting of July 15, 2014) SUBJECT: Consider Resolution Authorizing Settlement and Release Agreement by and Between Moorpark Unified School District, on the One Hand, and the City of Moorpark and the Successor Agency of the City of Moorpark, on the Other Hand, in Resolution of Disputes Concerning Payments and Credits Under a 1993 Pass Through Agreement BACKGROUND On January 26, 1993, an agreement was signed between the Moorpark Unified School District (MUSD), the Redevelopment Agency of the City of Moorpark (MRA) and the City of Moorpark (City) regarding the distribution of tax increment funds from the Moorpark Redevelopment Project (Project). The agreement contains two calculation procedures: the 2% payment and the 14% payment. Beginning in fiscal year (FY) 1993-94 the MRA made the 2% payment and the 14% payment to MUSD based on this agreement. In June 2011 the Governor signed Assembly Bill x1 26 (AB 26) which dissolved the MRA and created a Successor Agency to "wind-down" the affairs of the MRA. AB 26 also transferred the duties of the pass-through payments to the Ventura County Auditor- Controller. In January 2013, MUSD contacted the Successor Agency regarding the calculation of the pass-through payments. MUSD's position is that the 2% payments should be calculated using a different methodology. DISCUSSION The Successor Agency, with the assistance of our financial advisor, Urban Futures, held numerous discussions with MUSD and their consultant, the Dolinka Group. MUSD asserted that the MRA underpaid the pass-through payments from 1993 to the date of dissolution of the MRA. The MRA asserted a credit under Section 6 of the pass-through agreement. The outcome of those discussions is the attached Settlement Agreement, which resolves the dispute regarding pre-dissolution payments under the 1993 agreement,.and the companion Memorandum of Understanding, which memorializes 45 Honorable Oversight Board July 15, 2014 Page 2 the parties' agreement on how future payments under the agreement are calculated (see agenda item 7.C.). Approval of both the Settlement Agreement and the Memorandum of Understanding by the Oversight Board is a condition precedent to the agreements becoming effective. In the Settlement Agreement, MUSD releases the Successor Agency and the City of Moorpark from any and all claims arising out of the payment calculations from the effective date of the pass-through agreement (1993) to the effective date of the Settlement Agreement (2014). In the Settlement Agreement, the Successor Agency and the City of Moorpark release MUSD from any and all claims arising out of payment calculations under the pass- through agreement and all credits against payments under Section 6 of the pass through agreement for the fiscal years 2009-10 and 2010-11 Supplemental Education Revenue Augmentation Fund (SERAF) from the effective date of the pass-through agreement (1993) to the effective date of the Settlement Agreement (2014). The MUSD, the City and the Successor Agency have all signed the Settlement Agreement (see attached). FISCAL IMPACT None. STAFF RECOMMENDATION Adopt Resolution No. OB-2014--- Attachments: 1. Resolution No. OB-2014---- 2. Settlement and Release Agreement by and Between Moorpark Unified School District, on the One Hand, and the City of Moorpark and the Successor Agency of the City of Moorpark, on the Other Hand, in Resolution of Disputes Concerning Payments and Credits Under a 1993 Pass Through Agreement 46 Attachment 1 RESOLUTION NO. OB-2014- A RESOLUTION OF lHE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, CALIFORNIA, FOR THE REGULAR MEETING OF JULY 15, 2014, AUTHORIZING SETTLEMENT AND RELEASE AGREEMENT BY AND BETWEEN MOORPARK UNIFIED SCHOOL DISTRICT, ON THE ONE HAND, AND THE CITY OF MOORPARK AND THE SUCCESSOR AGENCY OF THE CITY OF MOORPARK, ON THE OTHER HAND, IN RESOLUTION OF DISPUTES CONCERNING PAYMENTS AND CREDITS UNDER A 1993 PASS THROUGH AGREEMENT WHEREAS, the Redevelopment Agency of the City of Moorpark (the "Former Agency") was a public body, corporate and politic, duly established and authorized to tran·sact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State (the "Law"); and WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code (unless otherwise stated, all Section references hereinafter being to such Code), the Former Agency has been dissolved and no longer exists, and pursuant to Section 34173, the City of Moorpark (the "City") has become the successor entity to the Former Agency (the "Successor Agency"); and WHEREAS, prior to the dissolution of the Former Agency, the Former Agency entered into an "Agreement Between the Moorpark Unified School District, the Redevelopment Agency of the City of Moorpark and the City of Moorpark for Distribution of Tax Increment Funds from the Moorpark Redevelopment Project"; and WHEREAS, this Oversight Board has completed its review of the Settlement Agreement and wishes at this time to give its approval to the Settlement Agreement by the Successor Agency; and WHEREAS, on July 15, 2014 the report titled, "Consider Resolution Authorizing Settlement and Release Agreement by and Between Moorpark Unified School District, on the One Hand, and the City of Moorpark and the Successor Agency of the City of Moorpark, on the Other Hand, in Resolution of Disputes Concerning Payments and Credits Under a 1993 Pass Through Agreement" was submitted to the Oversight Board for its review and consideration (Agenda Item 7.B.). 47 NOW, THEREFORE, THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Approve the Settlement and Release Agreement by and Between Moorpark Unified School District, on the One Hand, and the City of Moorpark and the Successor Agency of the City of Moorpark, on the Other Hand, in Resolution of Disputes Concerning Payments and Credits Under a 1993 Pass Through Agreement. A true and correct copy of the executed Settlement and Release Agreement is attached to this Resolution. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. PASSED AND ADOPTED this 15th day of July, 2014. Bruce Hamous, Chair ATIEST: Maureen Benson, City Clerk 48 ATTACHMENT 2 SETTLEMENT AND RELEASE AGREEMENT BY AND BETWEEN MOORPARK UNIFIED SCHOOL DISTRICT, ON THE ONE HAND, AND THE CITY OF MOO RP ARK AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF MOO RP ARK, ON THE OTHER HAND, IN RESOLUTION OF DISPUTES CONCERNING PAYMENTS AND CREDITS UNDER A 1993 PASS THROUGH AGREEMENT This Settlement and Release Agreement ("Agreement") is made and entered into pursuant to Health & Safety Code § 34171 (d)(l)(F) by the Moorpark Unified School District ("MUSD"), on the one hand, and the Successor Agency to the Redevelopment Agency of the City of Moorpark ("Successor Agency"), and the City of Moorpark ("City"), on the other hand (collectively the "Parties"), to resolve disputes among the Parties concerning past years' pass through payments, calculation of such payments, and credits against such payments, under an agreement by and between the Parties dated January 26, 1993, and entitled "Agreement Between the Moorpark Unified School District, The Redevelopment Agency of the City of Moorpark, and the City of Moorpark for Distribution of Tax Increment Fund From the Moorpark Redevelopment Project" ("Pass Through Agreement"). RECITALS A. On July 5, 1989, pursuant to City of Moorpark Ordinance No. 110, the City Council of the City of Moorpark approved and adopted the Redevelopment Plan for the Moorpark Redevelopment Project ("Redevelopment Plan"). B. On January 26, 1993, MUSD, the former Redevelopment Agency of the City of Moorpark ("former Agency") and the City entered into the Pass Through Agreement to resolve a lawsuit, Ventura County Superior Court Case No. 107434, brought by MUSD against the former Agency and the City, which challenged the Redevelopment Plan. A true and correct copy of the Pass Through Agreement is attached as Exhibit "l" to this Agreement. C. Pursuant to former Health & Safety Code§ 33401, the Pass Through Agreement calls for certain periodic payments by the former Agency to MUSD of tax increment from the Moorpark Redevelopment Project ("pass through payments"). D. The Pass Through Agreement calls for annual pass through payments comprised of two differently calculated payments. Section 3 of the Pass Through Agreement calls for so- called 2% payments pursuant to former Health & Safety Code§ 33676 ("2% payments"). The second type of payment is set forth at Section 4 of the Pass Through Agreement, which section sets forth the method of calculation thereof ("14% payments"). In addition, Section 6 of the Pass Through Agreement provides for certain credits against the 14% payments, upon the happening of certain events ("SERA.F Credit"). E. Beginning in fiscal year 1993-94 and continuing to its dissolution, the former Agency made annual payments to MUSD under the Pass Through Agreement. The former Agency calculated the 2% payments in accordance with the methodology used by the Ventura -1- !6920!9vl 49 County Auditor-Controller for payments under former Health & Safety Code§ 33676. The former Agency calculated the 14% payments pursuant to Section 4 of the Pass Through Agreement applying the SERAF credit against such payments when applicable. MUSD accepted the annual payments made by the former Agency. F. In June 20 I I, the California Legislature adopted Assembly Bill x 1 26 (''AB 26"), which, among other things, provides for the dissolution of redevelopment agencies and the formation of successor entities to the former agencies. G. On February l, 2012, by operation oflaw, the former Agency was dissolved and the Successor Agency came into being as the successor entity to the former Agency. On February 1, 2012, by operation of law and pursuant to Health & Safety Code§ 34I83(a)(l), the Ventura County Auditor-Controller became responsible for administering the Pass Through Agreement and allocating pass through payments to MUSD for fiscal years 2012-13 and beyond, in accordance with the provisions of the Pass Through Agreement. H. In or around January 2013, and subsequent to an audit by its consultants, the Dolinka Group, MUSD delivered a letter to the Successor Agency asserting that the former Agency did not properly calculate and thereby underpaid the 2% payments under Section 3 of the Pass Through Agreement from 1993-94 until the former Agency's dissolution, which claim the Successor Agency and the City deny. I. The Parties are in dispute regarding MUSD' s claims and the defenses, set offs, time bars, and counter-claims applicable thereto. J. To avoid protracted and costly litigation, the Parties have agreed to resolve all their disputes pertaining to payments by the former Agency under the Pass Through Agreement through the releases set forth herein and through a Memorandum of Understanding ("MOU") setting forth their intent regarding interpretation of the Pass Through Agreement in connection with implementation thereof pursuant to Health & Safety Code Section 34183(a)(l). A true and correct copy of said MOU is attached hereto as Exhibit '"2" and is incorporated here by this reference. Terms and Conditions In consideration of the matters set forth above, which are acknowledged as correct, and for a full and valuable consideration, the Parties agree as follows: 1. Recitals. The Recitals above are true and correct. 2. Contingencies. The terms of this Agreement shall not become effective unless and until all of the following contingencies are met: (i) the Office of the Ventura County Auditor- Controller has provided its written consent to the duly approved and executed MOU; (ii) the Oversight Board to the Successor Agency ("Oversight Board") has duly adopted a Resolution approving this Agreement; (iii) the Oversight Board has duly adopted a Resolution approving the MOU; (iv) the Oversight Board resolutions approving the Agreement and the MOU ("Oversight Board Resolutions") are not initially reviewed, disputed, or rejected by the California Department of Finance ("DOF") within the time allowed by law for such initial review, or if the -2- J692019vl 50 DOF has decided to initially review, dispute, or reject either Oversight Board Resolution, and any Party has timely requested and been granted a meet and confer regarding that initial determination, the DOF thereafter finally approves such disputed Oversight Board Resolution; and (v) the contingencies set forth in subsections (i), (ii), (iii) and (iv) above are all met by no later than September 15, 2014. 3. Effective Date. This Agreement shall become effective upon the date that all contingencies set forth in Section 2 above are met, which shall be memorialized by an Addendum executed by the Parties. 4. Successor Agency's Duties Regarding Oversight Board and the DOF in Connection with the Agreement and the MOU. Following approval of this Agreement by each party's respective governing body, the Successor Agency shall promptly place this Agreement before the Oversight Board for its consideration and shall recommend its approval. If the Oversight Board does not approve the Agreement, neither the Successor Agency nor the City shall have any further duty with respect to administrative approvals of the Agreement or the MOU. Upon approval by the Parties of the MOU and the Ventura County Auditor-Controller's written consent thereto, the Successor Agency shall promptly place the MOU before the Oversight Board for its consideration and shall recommend its approval. If the MOU is not approved by the Oversight Board, neither the Successor Agency nor the City shall have any further duty with respect to administrative approvals of the MOU. If the Oversight Board approves both the Agreement and the MOU, the Successor Agency shall timely submit the Oversight Board Resolutions to the DOF. If the DOF determines to review or initially disapproves either Oversight Board Resolution, neither the Successor Agency nor the City shall have any duty to meet and confer with the DOF or to take any further action with respect to either the Agreem:ent or the MOU. 5. Meet and Confer with the DOF. No Party to this Agreement shall have a duty to seek or participate in a meet and confer with the DOF concerning a decision by the DOF to initially review or reject either Oversight Board Resolution. If any Party chooses to seek a meet and confer with the DOF, it will notify the other Parties of that decision and shall meet and confer at its own expense. 6. Notice to County Auditor-Controller. If at any time subsequent to written consent to the MOU by the Ventura County Auditor-Controller, this Agreement does not become effective because of a failure of a contingency thereto, the Parties to this Agreement shall each have the duty to promptly give written notice thereof to the Ventura County Auditor-Controller. This duty shall exist independent of and shall survive this Agreement. 7. Suspension of Claims. Upon the last date executed by any of the Parties hereto ("Tolling Date"), this Agreement shall toll the running ohime under any legal or equitable statutes of limitation, statutes of repose, periods of limitation, doctrine of !aches, or any other statutory or equitable time (collectively "statutes of limitations") that has not expired as of the Tolling Date and that applies to any claims arising out of or related in any way to the Pass Through Agreement. The tolling period shall commence on the Tolling Date and shall be in effect until this Agreement becomes effective . ..., --' - 1692019vl 51 8. MUSD Release of Claims Against Successor Agency and City. Upon the Effective Date and except with respect to enforcement of the terms of this Agreement, MUSD, on behalf of MUSD, its successors, affiliates, and assigns, hereby waives and releases the Successor Agency, its officers, employees, agents, attorneys, and consultants; the City, its officers, employees, agents, attorneys, and consultants (collectively "Successor Agency and City Released Parties"), and each of them, of and from any and all claims, demands, disputes, damages, liabilities, causes of action, and other claims or rights to relief, legal or equitable, of every kind and nature, whether known or unknown, which MUSD has or may have against the Successor Agency and City Released Parties, or any of them, arising out of, or in any way related to payments, the calculation of payments, underpayments, overpayments, subordinated payments, from the effective date of the Pass Through Agreement to the Effective Date of this Agreement. 9. MUSD Release of Subordinated Payments Up to and Including FY 2011-12. Upon the Effective Date, MUSD, its successors, affiliates, and assigns, hereby waives and releases the Ventura County Auditor-Controller; Ventura County and its affiliated County Taxing Entities; Ventura County Community College District; the Ventura College Child Center; the Calleguas Municipal Water District; the Metropolitan Water District; the Moorpark Mosquito Abatement District, also known as the Moorpark Vector Control District; the Ventura County Office of Education, and any other taxing entity as defined in Health & Safety Code § 34171 (k) that has territory in the Moorpark Redevelopment Project (all collectively "Released Taxing Entities"), and each of them, of and from any and all claims, demands, disputes, liabilities, causes of action, and other claims or rights to relief, legal or equitable, which MUSD has or may have against the Released Taxing Entities, or any of them, in connection with or arising out of or in any way related to any payment due under or alleged to be due under, the Pass Through Agreement, and subordinated, or alleged to be subordinated, prior to the execution of this Agreement, up to and including the subordinated payment(s) for fiscal year 2011-12. However, nothing in this provision is intended to or shall be construed as a release by MUSD, its successors, affiliates or assigns with respect to any claims it has or may have arising out of pass through payments made after fiscal year 2011-12. 10. MUSD Waiver of Cal. Civ. Code§ 1542. Effective upon the Effective Date, MUSD, being fully aware of the meaning of Cal. Civil Code§ 1542, and on the risks attendant with waiver thereof, expressly waives any rights it may have, or claims to have against the Successor Agency and City Released Parties, or any of them, under the provisions of Cal. Civil Code § 1542, which provides: 1692019v1 '"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." ~ -4- 52 11. Successor Agency and City Release of Claims. Except with respect to enforcement of the terms of this Agreement, and effective upon the Effective Date of this Agreement, the Successor Agency, on behalf of the Successor Agency, its successors, affiliates, and assigns, and the City, on behalf of the City, its successors, affiliates, and assigns, and each of them, hereby waive and release MUSD, its officers, employees, agents, attorneys, and consultants (collectively "MUSD Released Parties"), and each of them, of and from any and all claims and demands or rights to relief. legal or equitable, of every kind and nature, whether known or unknown, which the Successor Agency or the City has or may have against the MUSD Released Parties, or any of them, arising out of, or in any way related to, payments, the calculation of payments, underpayments, overpayments, subordinated payments, any other payment obligations under the Pass Through Agreement, and all credits against payments, including any claim to the balance of the credit under Section 6 of the Pass Through Agreement for the fiscal years 2009-10 and 2010-11 Supplemental Education Revenue Augmentation Fund ("SERAF") payments, from the effective date of the Pass Through Agreement up to the Effective Date of this Agreement This release does not extend to, and shall not be interpreted to extend to, any claims, demands, rights to relief, legal or equitable, arising out of payments made or credits assessed under the Pass Through Agreement after the Effective Date of this Agreement. 12. Successor Agency and City Waiver of Cal. Civ. Code§ 1542 .. Effective upon the Effective Date, the Successor Agency and the City, and each of them being fully aware of the meaning of Cal. Civil Code§ 1542, and on the risks attendant with waiver thereof, expressly waives any rights it may have, or claims to have against the MUSD Released Parties, under the provisions of Cal. Civil Code § I 542, which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." 4J~ ~.P~ ~ 13. Joint Drafting and Mutual Interpretation. This Agreement shall be construed and interpreted in a neutral manner. This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against a particular party based on the assumption or contention that the Agreement was drafted by one of the Parties. In this regard, the provisions of Cal. Civil Code § 1654 are waived and deemed inapplicable to the interpretation of this Agreement. I 4. Right to Independent Counsel. The Parties acknowledge and represent that they have had the right to and benefit of consultation with independent legal counsel and expert consultants. The Parties have read and understand the entirety of this Agreement, and have been advised as to the legal effects of this Agreement, as to. for example, their rights and obligations, and hereby willingly and voluntarily agree to every term of this Agreement. -5- l6920!9vl 53 15. Entire Agreement. This Agreement, including the Exhibits incorporated herein by reference, contains the entire understanding of the Parties with respect to the matters addressed in it and incorporated herein, and supersedes any and all oral agreements between or among the Parties regarding the matters resolved herein, which are hereby merged into this final Agreement. There are no representations, covenants, or undertakings other than those expressly set forth or expressly incorporated herein. The Parties acknowledge that no Party, or any agent or attorney of any Party has made any promise, representation, or warranty whatsoever, express or implied, not contained herein to induce any other Party to execute this Agreement. The Parties acknowledge that they have not executed this Agreement in reliance on any promise, representation, or warranty not specifically contained herein or expressly incorporated herein. The Parties, and each of them, fully represent and declare that they have carefully read this Agreement and all exhibits hereto, and that they have voluntarily signed this Agreement. 16. Time of the Essence. All Parties concur that time is of the essence with respect to this Agreement and each Party shall promptly take all actions required of that Party with respect to execution and approvals of this Agreement. 17. Severability. Should any provision of this Agreement be declared or determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the invalidity, illegality, or unenforceability shall not affect any other provision of the Agreement and the remainder of the Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been included. 18. Applicable Law. The validity of this Agreement and the interpretation of any of its terms or provisions shall be governed by the laws of the State of California. 19. Change in State Law or Other Event Materially Affecting Agreement or MOU. If a change in state law occurs that materially affects the Parties' obligations or rights under this Agreement, the MOU, or the Pass Through Agreement, whether such change occurs through enactment of a statute or by virtue of a final judicial decision, the Parties shall have the duty to take such actions as may be reasonably necessary to modify such agreement(s) so that the Parties' duties and rights under such agreement(s) are consistent with any such change in law. 20. Amendments or Modifications. This Agreement may only be amended or modified by the mutual agreement of the Parties and only when all Parties hereto memorialize the agreement to amend or modify in writing. 21. No Admission of Liability. Nothing in this Agreement shall be construed as an admission of liability or -wrongdoing by any Party to this Agreement or an admission of any claim against any Party hereto. 22. Attorneys' Fees Provision. If any of the Parties breach any of the provisions of this Agreement, necessitating the filing of a civil action or any other proceeding to enforce any or all of the terms of this Agreement, the prevailing party may recover reasonable attorneys' fees and costs incurred in enforcing the terms and provisions of this Agreement. -6- 1692019vl 54 23. Captions and Interpretations. Paragraph titles or captions contained in this Agreement are inserted as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement. 24. Counterparts. This Agreement may be signed in counterparts and the executed counterparts shall together form the executed Agreement. A facsimile version of any Parties' signature shall serve as an original thereof. 25. Copv Admissible. In any action or proceeding relating to this Agreement, the Parties stipulate that a copy of the Agreement may be admissible to the same extent as the original Agreement, unless the exceptions set forth in Section 1521 of the Cal. Evidence Code are found to be applicable. Attest: ~.<..co /~ Maureen Benson, Secretary Dated: _,_j_~~1-+-~-A~0;.~~--- ' I Attest: ~·-r ./~ Maureen Benson, City Clerk Dated: __ ln_-_1~/~--1 Y~-- Attest: 4u..v&~ Secretary 1692019vl Successor Agency to the Redevelopment Agency of the City of Moorpark By: ~,ui,y (}f-L:;~ J cici. Parvin, Chairperson City of Moorpark I '~ ~ . By: .1.t,J_~ J ii.Parvin, Mayor Moorpark Unified School District By: -7- 55 EXHIBIT ''1'' To Settlement and Release Agreement 56 .' AGREEMENT BETWEEN THE MOORPARK UNIFIEQ SCHOOL DISTRICT. THE REDEVELOPMENT AGENCY OF THE CITX OF MOORPARK AND TH~·'0 £ITY OF MOORPARK fQR DISTRIBUTION OF 'tAX·IN¢REMENT FUNJ)S FROM TUE MOQfU>ARK,REDEVELOfMENT PRQJECT "· This AGREEMENT ("Agreement") is made and entered into this 26th day of January. , _ 1993 by and between the Redevelopment Agency of the city of Moorpark (the "Aqency"), the city of Moorpark (the "City"} and the Moorpark Unified School District (the "School District"). WITNESSETH Section 1. Recitals. This Agreement is made and entered into with respect to the followinq facts: A. The City certified the "Final Environmental Impact Report for the Moorpark Redevelopment Plan" ("Plan EIR") by. the adoption of Resolution No. 89-575 on June 21, 1989; and B. The City, pursuant to California Community Redevelopment Law (California Healtb & Safety Code section 33000 et seq.: "Act"), enacted Ordinance No. 110 on July 5, 1989, which approved and adopted the "Redevelopment Plan for the Moorpark Redevelopment Project" ("Plan"); and c. Pursuant to the. Act, the Agency is charged with the responsibility of implementing the Plan as to the real properties which are subject to.the Plan ("Project Area"); and o·. . Pursuant to Article xv:i; I Section 16 of the California constitution, Section 33670 of the Act and the Plan, a portion of the ad valorem property taxes levied each y~ar on increases in the assessed value of properties within the Project Area.above the sum of the assessed values for the Project Area as ·shown on the 1988-89 equalized assessment roll will be alloc~ted and paid to the Aqency to pay the principal.and interest on loans, monies advanced to or indebtedness (whether · funded, refunded, assumed or otherwise) incurred by the Agency to finance or refinance, in whole or in part, redevelopment of the Project Area ("Tax Increment Financing"); and E. Pursuant to the Act and the provisions of the Plan, the Agency may pay to any affected taxing agency, as descri):>ed in the Act, an· amount of money which in the Agency 1 s determination is necessary and appropriate to alleviate a claimed or actual significant financial burden or detriment caused to such an affected taxing aqency by Tax Increment Financing; and F. The School District, as defined in Section 33353. 2 of the mi•cpldg•\78503ag.2\1028\sr 1 57 Act, is an affected·taxinq aqency; and . · .G •. ·, The ·.School District claims that the . effect of Tax Increment Financinq wi_ll cause a significant financial burden or detriment to School District; and H. The School District has challenged the validity· of the Plan and the Plan EIR by filing a lawsuit in the superior court for t:h• Co~ty of Ventura entitled Moorpark Unified SChool District v. HOqr»ark _City Coun9i1. et al. arid bearing f:ase No. 107434, which lawsuit was'dismiseed by the trial.court and the decision of the appellate court affirming the dismissal is final; and I. Th~ School District bas also challenged the validity of the. Plan and the Plan EI~ by filing a cross~complaint in each of two lawsuits filed in the Superior court for the county of Ventura: Ventura County Community College District y. -All Interested . Persons. e~ al •. bearinq case No. 10756~, and County of Yentµra, et al. y. City of Moorpark. et al. bearing Case No. 108128, which cases.have been consolidated into the lower-numbered case; and J. The School District, the City and.the Agency now desire to r~solve and settle, for all tb1e, all present, ·past and future controversies, claims, causes of·action, or purported causes of action, differences or disputes, both real and potential, that the Schooi District has, or claims to have, against the City and.the Agency with regard to the adoption of the Plan; and · K. The legislative body of the School District has determined·that the provisions of this Agreement provide a fair and equitable resolution of the School District's claims in the lawsuits referenced in Sections l(H) and·l(I) hereof and that this Aqreement will ·adequately and equitably alleviate any future burden or detriment caused by the Pian. The School District intends that this Agreement will apply regardless of whether or not the S9hool District is a basic aid district from time to time during the term of this Agreement; and L. The City council of the City and the Board of the Agency have determined that the provisions of this Agreement provide a tair and equitable resolution of the School District's claims in the lawsuits referenced in sections l(H) and l(I) hereof and·that this Agreement will adequately and equitably alleviate any future burden or detriment which the Plan may conceivably cause the School Dist;rict;, and . . -· .. M. The legislative bodies of all of the parties hereto have determined that the public interest, convenience and necessity require the execution and implementation of this Agreement. Section 2, Definitions. The words and terms in this Agreement, ~nless a d1fferent meaning clearly appears from. the miscpldqs\78503a9.2\l028\sr 2 58 ., context, shall have the meanings set forth as follows: A. . "Ac:it" shall mean the Community Redevelopment Law, Part 1 of Division 24 of the Health & Safety Code (commencinq with section 33000). Additionally,·,· all statutory· references are to the California 'Health & S~fety coae unless otherwise indicated. B. "Aqenc.y" shall mean the Redevelopment Agency of the City. c .. "Assessment Roll" shall mean the 1988-89 assessment roll, which was the laE1t roll equalized prior fo the effective date of City Ordinance No. 110 adoptinq the Plan, and shall be utilized as the : base year assessment roll for allocation of taxes for the Project Area pursuant _to Section 33670. - o. "Bonafide Purchaser" shall mean a purchaser in good faith tor v~luable consideratio~ and without notice. E. "City" shall mean the City of Moorpark. F. "Fiscal Year" shall mean the period from July 1 to and includinq the following June JO. G. "Plan" shall mean the plan entitled "Redevelopment Plan for the Moorpark ·Redevelopment Project" which was adopted by the City by Ordinance No. 110 on July 5, 1989. H. "Project Area" ·shall mean that area included in Appendix A of the Plan. I,· "School District11 shall mean the Moorpark Unified School. District. J. "School District's Share" shall mean that portion· of the ad valorem property taxes which, pursuant to Section 33670 (a), will continue to accrue to and be allocated to the School District throuqhout the term of the Plan from the frozen base assessed value of the taxable property within the Project Area as. shown on the Assessment Roll. K. "'l'ax Increment" shall mean the School District• s then current portion of the ad val·orem · property taxes, which is attributable to the one percent (1\) county-wide tax rate levied within the.project area. pursuant to California Constitution Article XIIIA, s$ction l(a), in excess of the School District's Share and the additional tax revenue that is allocated to the School District pursuant to Section 3 hereof. (As of the date of this Aqreenaent, the School D!strict's then current portion of the one percent (1%) county-wide tax rate levied within the project area is reported by the Ven;ura County Audi tor Controller to be thirty-three and thirty-one one-hundredths percent (3 3. 3 U) of the aforesaid 1% miacpldgs\78503ag.2\1028\sr 3 59 county-wide tax rate.) L. "Two p&l;'cent (2%) pass through" shall mean the moniee generated by the application of the inflation factor to the assessed valuation within the Project Area as provided in Revenue & Taxation Section 5l(a)(2). Section·3, Tax Allocation to School District. A. Tha School District shall receive one hundred percent ( 100%) of the ad · valorem property tax . revenues referred to in subdivision (b) of Section 33670 which are allocated to,· · and actually received by, the Agency and which are attributable to: (i) increases in the ad valorem tax levy on rea~ property above.the existing levy of one percent (1%) of the full cash value of such property, provided sucb increased levy is for the benefit of the School District and the School District receives the same Fiscal Year 1991-1992 adjusted prior year factor ("base factor") for each tax rate area totally or partially within the Project Area with respect to that portion o~ the existing levy of one percent. (lt) not otherwise attributable to such increased levy, except that if the physical area of any tax rate area is modified, the adjusted prior year for the first Fiscal Year followinq the creation of the new tax .rate area shall be deemed the base factor; and (ii) increases .in the assessed value of the taxable property in the Project Area as limited by Revenue and Taxation Code section 51 (a) (2) and· based on the assessed value as . established by the Assessment Roll, which is sometimes referred to as the two percent (2t) pas~ tprouqh. The parties he~eby declare. this section of the Agreement is consistent with, and limited to, the election made by the Sc~ool District pursuant to paragraphs nwnbered 11 a)" and "b)" of Resolution No. 1988-89-84 adopted by the School District on June 20, 1989, .a copy of which is attached hereto as Exhibit "A" I ahd that t~e School District shall receive no payment of ad valoren property tax· revenues other than as expressly provided by this section and Section 4 hereof . and as otherwise included in' the school District's Share. · B. Nothing in the provisions set forth above in·subsection A of Section J shall effect the School District's riqht to.receive (1) the fourteen percent of the Tax Increment set forth in Section 4 ot this Agreement; and (2) the $750, ooo for the maintenance facility set forth in Section 5 of this Aqreement. · · c. . All ad valorem property tax revenues described in Subsection A of Se~tion 3 shall be distributed by the Aqency to the school District within thirty (30) days of actual receipt by the Agency, provided that any such tax revenues that were r~ceived but not distrtbuted by the Aqency prior to this Aqreement beciominq operative pursuant to Section 28 hereof, and any interest earned thereon, shall be distributed to the School District within thirty miscpldga\7BS03aq.2\l028\er 4 60 (30) days of said operative date. Section 4., Tax; ~nc~enieilt PaY}Dent ·· to : s9.Jio91 Di.strict •. CODllllencinq·in Fiscal Year 19.95-96 and·eontinuinq.durinq·tha balance of the term of ~e .Plan, _the Aqe~cy sha_ll .. distribute. the Tax · IncreJl'lent allocated. to·, and·actually':raceived·'.by~ the Ag~cy within· · thi~y (30) days of receipt •. Such· distributions shall.· CQ1lllllerice with Piacal Year 1995-96, provided that this Aqreement has become operative pursuant to Section 28 hereof. prior .~o tha~-date· and shall be as· follows: · · · · · :· --·· (a) Fourteen percent (14t) ·shall be paid tb the School District; and (b) ·Eighty-six percent (86%) shall be retained by the Agency. Said distributions to the School District shall be expended for the following purposes at school sites in the incorporated boundaries of the City: 1. Telephone. systems for new buildings; 2. Computer hardware and educational systems; 3. Land acquisition; 4 • Books·; and 5. School buildings and facilities and related capital improvements and modernization projects (collectively "public works"); such. public works may include design, inspection and administration costs, but not School oistript overhead or salary/benefits for regular. Sch.ool District employees .. If the School District wishes to use any part of its distribution for an expenditure that does not appear on the above list and/or at a school site not within the incorporated boundaries of the City, the School District shall submit a written application (i.e. letter) to the Agency for approval. TheAqency shall make a decision to approve, approve .in part, ·or reject the School District's application within thirty (30) days of receipt of the application, or said application shall be deemed approved as submitted. As .to any public works financed in whole or in part by $100, ooo. oo or more of Tax Increment distributed to the School District pursuant to this Agreement, the City and/or the Agency miacpldgs\78503ag.2\1028\sr 5 61 shall have the right of first use of mµlti-purpose and community rooms, qymnasiums, playfields, tennis and basketball courts, :; . tracks, ata,.diunis , and/ or other indoor and . outdoor re9reational ···facilities (collectively referred to ·as. "facilities 11 F located at the. site of said public works, excepting that. use for School District sponsored activities shall have priority< The City and/or the Aqency shall use this right of first use in conjunction with a specific intended use or specific pr~am. Th• City and/or the Agency's riqht of first use of such facilities shall be subordinate to.· ·the School .District.' s right to·: schedule any School District sponsored activity at any facility. In addition, the riqht of first use by the city and/or the. Aqency at the track and stadium at Moorpark Hiqh School shall be subordinate to the activities sponsored by the Moorpark Athletic Community Complex ~oundation, Inc. ("MACC") or its successor, provided that said·auccessor is a California non-profit corporation and the purpose of said successor as stated ln its Articl·es of Incorporation does not exceed the purpose of MACC as set forth in MACC' s Articles of Incorporation as of the date of this Aqreement. The City's and/or the Agency's exercise of its first use option shall be. ·subject to the requirement that the city and/or the Agency provide the School District with six (6) months written notice. The School District's right to preempt the City's and/or Agency's use of facility must be exercised within ten ( 10) working days prior to the date of scheduled use by the City and/or Agency. MACC's right to preempt the City's and/or the Agency's use of the track and stadium at Moorpark High School must be exercised within three months prior to the date of scheduled use bt the City and/or the Agency. Not less than fifteen (15) working days prior to the date of its intended use, the city and/or the Agency may, without penalty, notify the School District in writinq of its cancellation of the use of 'the facility. Any ·notice of cancellation that is given less than fifteen (15) working days before the date of intended use shall subject the City and/or the Agency to all fees that would have been incurred by the City and/or the Agency had the facility been used provided that no individual who, or entity that, is subject to School District facility user fees uses the facility during any portion of the time that was canceled by the City and/or the Aqency. In the event that the ~ee paid by the individual or entity does not equal the fee that the City and/or the Aqency would have paid but for the cancellation, the City and/or the Agency shall pay the difference to the School District. ·.. It is not tjle intent of the School District and the City and/or the Agency that the School District give up any riqht to use any of the facilities, schedule activities within the facilities or control the uses of facilities, excep~ in the manner provided for in this Agreement. Any use of the facilities by the city and/or Aqency shall be consistent with School District policy on use of facilities except that the City and/or Aqency may initiate a right of·first use as set forth above. mi1cpldgs\78503ag.2\1028\sr 6 62 Section 4A. Tax Increment Limit. The parties agree that none of the·. monie·s paid . to t:tie School . ~iatrict, ·a taxing aqency, pursua~t to this Aqre~ent or.to any other affected taxing agency . plirsuant to any other-agreement entered into by the City 'and/or the Agency.·>pursuant to Section 33401 of the Act shall be included in -. calculatinq ~e one Hundred and Eighty Million Do11ar ($1eo,ooo,ooo.oo) maximum total tax·doll.ars that may be alloc'-lted to the Aqency. from the Project Area pursuant to section 33670(b) of th• Act, aa described in Chapter 6, Section 602, Paragraph 3, at ·:page· .21, of the Plan. 'l'he parties turther aqrea that th• City ·and/or· Agency. may proceed to amend the Plan at any time by increasinq the Agency's maximum Tax Increment, to an amount not to exceed.Thiee Hundred and sixty Million Dollars ($360,ooo,ooo.oo), for the.purpose of including all or any part ot said monies paid.to the SChool District and. tha other affected taxinq agencies in the calcul~tion of the Agency'~ maximum Tax Increment pursuant to the P~an so· that the amount the Aqency will have available ·to spend for the piizl>ose o(. redevelopment of the Project Area pursuant to the Plan will total One Hundred Eiqhty Million Dollars ($180,000,000.00). The School District, for its~lf and its elected and appoint~d officers and employees, hereby waiyes any right it may have to object administratively ~r judicially to such a Plan amendment. Section 5. Funding of Maintenance Facility. The Ag~ncy shall contribute to the· cost of a new sch.ool District maintenance fa9ility in the amount of seven hundred and fifty thousand dollars ($750,000), provided that said maintenance facility is located wholly within the boundaries of the Project Area. Said money shall be expended only for the design and construction of the maintenance facility·. In the event said d_esign and construction costs of the maintenance facility are less than $750,000, as determined from the warrants and invoices paid by the School District, the School District shall remit the unexpended amount to the Agency within thirty (30) days after the S~h9ol District accepts the maintenance facility as complete. The Agency shall pay the,$75~,ooo to the School District upon the latter of the following dates: (i) within six (6) months after the sale of the portion of the Casey Road site where the existing School District maintenance facility is located to a Bonafide Purchaser as evidenced by the close of escrow; or (ii) the data the School District issues the notice to proceed with construction pursuant to a constrliction contract for the new School District maintenance facility. Section 6. Effect of State Financing. A. credit fer Mandated Payments. If a future state legislative enactment or judicial determination relative to the property tax allocation system miscpldgs\78503ag.2\1028\er 7 63 raquiras the Agency to m~e mandatory payments to tJia School D~strict, the amount'!> of such pa'yments shall be applied and credited toward the amounts of Tax Increment.to be distribUted to the School District by the Agency pur·suant to secti9n.: 4: h~eot for as lonq as the·leqislative enactment or judicial de~ermination is in full force and effect. B. waiver of Tax Increment Distribution. The parties intend that payments to ba made by the Agency to the School Diatrict pursuant to this Aqreement will be available for use as additional funds of the School District. In the event that any payment made to the School District under this· ACjreement causes (i) a reduction in payments to the School District from the S:tate of california or ~ts political subdivisions {referred to in this aul:>sect~on as a "Reduction Event") or (ii) an obligation of the School District to make payments to the State of Califo~ia or its political subdivisions (referred to in this subsection as a "Reimbursement Event"), thus defeating that intention, then the following procedure shall be followed: · 1. Promptly upon occurrence of a Reduction Event or a Reimbursement Event, the School District shall notify the Aqe1'cy of such event. . 2. After conducting good faith consultations with the Aqency, the. School District shall prepare an amendlilent to the Aqreement which shall provide, to the ful];est extent possible, that the intent of the parties set forth in this subsection is achieved. The Agency shall execute such amen~ment provided: a. the School District does not receive more than the amount' to which it is entitled pursuant to Section 4 of this Aqreement; b. .the provisions of the amendnient are not contrary to the provisions of· section 7 of this Aqreement; and c. the provisions of the amendment do not ·(i) adversely affect the amount or tilning of Tax Increment that the Agency will retain after making payments to the School District under . this Acp;eement as so amended; (ii) create or increase any statutory obligatiop of the Aqency; or (iii) otherwise adversely affect the financial position of the Agency. J. If it is not possible to provide by an amendment to this Agreement that the intent of the parties be ac_hiev~d despite a Reduction Event or a Reimbursement Event, then the amount otherwise payable by the Agency to the School District pursuant to the provisions of this Agreement shall be reduced: a. in the case of a Reduction Event, by the amount that miscpldgs\78503ag.2\1028\sr 8 64 the School District would receive from the state of California or !ts politicai subdivisions would be redu~ed by reason· of a payment made by the Agency to the School· Dhtrict pursuant to this Agreement; or · ··~·>. · .. · ·· · b. in the case ot a Ra~ursement EVent, by the amount that the School District would· havEt-to pay .to 1:he state o'f . ;< California or its political subdivisions by reason of a payment made by the Agency to the School District pursuant to this Aqt;eement. · 4. If, at a subsequent date, the Reduct~on Event or Reimbursement Event no longer applies to the School District, the School District shall so notify the Agency in Writing and, on the first day of the Fiscal Year that oomniences immediately following receipt of the written notice by· the Agency, payments .due under this Agreement for that new Fiscal Year shall resume. · The notice shall have no retroactive effect and the Aqency shall have the sole discretion to determine how '. · and when the Tax Increment distributions· th~t were not distributed to the School ·District pursuant to this Section shall be expended. :1·;.;· ·. . Section 7. Limitation on Payment. Notwithstanding any other provisions of this Agreement, no payments shall be made to the School District by the Agency: A. Which would be contrary to the provisions of Health and Safety Code sectfon 33401 or which violate any other provisions of the Act or the laws of the State o~ California; or B. '!he receipt of which would cause the School District to rebate· or transfer monies to ~ny other entity due to the School District's expenditure limitations under ).rticle XIIIS of the caiifornia Constitu~ion, as certified by the School Di~trict pursuant to State law and the regulations and. administrative procedures of the State Department of Education or its successor. Section 8. Sub9rdination. The Agency's obligation to make payments to the School District pursuant to this Agreement shall not be deemed to be a first pledge of to.x. increment rece-ived by the Agency pursuant to Health and Safety, Code section.33670(b). The indebtedness of the Agency under· th~s.Aqreem~nt shall be subordinate to any.pledge of Tax :Increment by the· Agency to bond or note holders or to the holder of any other instruments of Agency indebtedness; provided, however, that the Agency shall, prior to issuance ot any such indebtedness, obtain and provide to the School District an opinion of an independent redevelopment or financial consultant that i~ is not reasonably foreseeable that such indebtedness would impair the Agency's obligations to the School District hereunder. Nothinq in miscpldga\iBSOJag.2\1028\sr 9 65 this Aqreenent shall be constr~ed to.give the School District the right.to approve Agency indebtedness. ·section 9. oocumentatiqn. A;. Agency Documentation. The Agency shall annually document for the pr~or Fiscal Year the following: · 1. 'l'he total amount of Tax-Increment revenues generated by the ·project Aiea; 2. The total. amount of that portion of the Tax Increment retained by the Agency; and 3. The amount of that portion of the Tax Increment paid by the Agency to the School District·pursuant to this Agreement. B. School District Documentation. The School District shall ·annually document for the prior Fiscal Year every expenditure of Tax Increment received from the Agency at any time pursuant to this Aqreement and the purpose thereof. · Section 10. Agency Duty to File. Nothing in this Agreement shall relieve the Agency· of the obligation to file a Statement of Indebtedness pursuant to Section 33675. Section 11. · ~-Termination. This Agreement shall become effective and shall be operative as provided in Section 28 hereof and shall remain in full force a11d ~ffect during the term ot the Plan, unless sooner terminated by mutual written agreement ot all parties hereto, by operation of law, or pursuant to Section 12 hereof. · Section 12. Assignments. No party shall have the right to assiqn its rights and/or. obligations under this Agreement. If there is a unilateral assignment by one or more of the parties to this Agreement, the non-assigning parties to this Agreement shall have the sole optiqn of terminating this Agreement, which option must be exercised ·by all of the non-assigning parties in order for the tertnination to be effective •. section· 13. Other Litigation. The parties recognize the existence of ·various lawsuits that have been filed in the Ventura county Superior Court chal.len9ing the validity of the Plan. The followirig lawsuits, in which the School District has filed cross- complaints and which have been consolidated into the lower numbered case, are currently pending: Ventura county communiu College Dist. · X· All Interested Persons. et al. , Ventura County Superior· Court case No. 107569; County of Ventura. et al. y. City of Moorpark. et Al.&., Ventura County Superior Court Case .No. 108128. In addition, miscpld9a\78503ag.2\l028\1r 10 66 the followinq lawsuit is currently pendinq: Moorpark Mosauito Abatement District y, City of Moorpark.· et al, , Ventura . County Superior Court Case· No. 111351.-The partif;ls reooqni~a ·.that pursuant to Section 865 of the California Code of civil Procedure, all:' three lawsuits must be consolidated for purposes of enterinq one; .. judgment resolvinq all validation challenges to the Plan. CoJ'.lSeqUently, upon execution of. this Aqreement, the parties aqree that any and all proceedinqs, claims, and causes of action arisinq out ot the cross-complaints in Ventura: county superior court ·case Nos. 19756? and .108128 relatinq to the validity of Ordinance No. 110 ·and the Plan shall be suspended pendinq resolution ·ot the complaints in Ventura County Superior court case Nos. 107569, 108128 and 111.351. Section 14. EJ(ecution of · Stipulations. The parties agrae that concurrently with the execution.of this Aqreement, they will execute the Stipulation and Order for Extension of.Time in th$ form attached hereto as Exhibit "B" and the stipulation For Judqment PUrsuant to Terms of Settlement in the form attached hereto as Exhibit "C". once this Agreement becomes effective,, the City· and the Agency shall forthwith file the stipulations with the Ventura County Superior Court, and the parties shall duly execute such other.documents ·as may be necessary to have the order issued in a timely manner and to have the judgment entered at the time prescribed by section 26 hereof., In the event the City and/or Agency seek to judicially validate this Agreement prior to entry of judgment,. the School District agrees on behalf of itself and its elected and appointed officers and employees not to file any re~ponse or otherwise oppose any such validation action. Section 15. Agency's Release. Except as expressly provided in this Aqreement, the Agency, on behalf of itself and its elected and· ·appolnted officers, agents, employees, attorneys, representatives, successors in interest and assigns, hereby releases and forever discha~ges the School District and its elected ~nd · appointed ·officers, aqents, employees, attprneys, representatives, successors in interest and assiqns from any and all claims, causes of action, actions, damages, losses, .demands, accounts, reckonings, rights, debts, liabilities, obligations, disputes and controversies, of every character.and kind, Xnown or unknown, suspec~ed or. unsuspected, existing or contingent; latent or patent, asserted or not.yet asserted, which the Agency may now own or hold ·or at.any time owned or held, or shall hereafter own or hoid, arisinq out of, or in ~any way connected with, any fact, matter, or thinq whatsoever occurring that is in any way related to adoption of the Plan or to Ventura County superior Court Case Nos. 107434, ·1075"69 and 108128. Section 16. City's Release. Except as expressly provided in this Agreement, the City, on behalf of itself and its elected and appointed officers, agents, employees, attorneys, representatives, miacpldqs\7BS03ag.2\1028\ar 11 67 successors in interest and assigns, hereby releases and forever discharges the Schqol District and . its ·elected .and appointed otfict;Jrs~ agents, employe~s, attorneys, r~presentat;ivea,. successors in. interest and assiqns from any and al;l);~aJ.m.s; ,pauses of action,- acticms, daniaqes, losses, demands, accounts, reckonings, riqhts, debts, liabilities, obligations, dispute13 apd· controversies, of 8V&ry character. and kind I . known Or. unknown t BUSpeCt8d . Or unsuspected, existinq or contingent, latent or patent, asserted or not yet asserted, which tbe City may now own or hold or at any time owned or held, .or shall hereafter own or. hold, ar~sinq .out ot, or in any way connected with·, any fact, matter, or thing whatsoever occurrinq that is in any way related to the adoption of the Plan or to Ventura County Superior Court Case· Nos. 107434, 107569 and 108128. Section 12. S9hool District's Releases·. Except as expressly provided in this Agreement, the School District, on behalf of itself and its elected and appointed officers, aqents, employees, attorneys, representatives, successors in interest and assiqns, hereby releases and forever discharges the City and the Agency and their elected and appointed officers, aqents, employees, attorneys, representatives, successors in interest and assigns frc;>m any and all claims, causes of action, actions, . damages, losses, demands, accounts, reckonings., ·rights, debts, liabilities, obliqations, disputes and controversies, of every character and kind, known or unknown, suspected or unsuspected, existing or-contingent, latent or patent, asserted or not yet asserted, which the School District may now own or hold or at any time· owned or held, or shall heraatte~ own or hold, arising out of, or in any way connected with, any tact, matter, or thing whatsoever occurring that is in any way related to the adoption of the Plan,. including, but not limited to, failure to receive any statutorily required notices, or to Ventura County Superior Court Case Nos. 107434, 10-7569 and 108128. Section 18. Legal Effect -General Releases. The parties to tl)is Agreement hereby acknowledge and expressly waive the provisions of California Civil Code section 1542. That sect.ion states: A qen~ral release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the r~lease, .which it .known by him must have materially affected his settlement with the debtor. Section 19. Agreement pefines Obligation.· The City shall have no financial obliqation or l~ability ·pursuant to this Aqt"eement, except as specifically provided herein. The Agency shall have no financial obliqation or liability pursuant to this Agreement, except as specifically provi~ed in this Agreement. miacpldqs\78503aq.2\1028\er 12 68 Sect~on 20. Books and Records. Each party shall make its b~oka and records reqardinq the amount, r&ceipt, paym~nt and use of. Tax I!1~'m'1lts. available to. the other part;:ies at the facility where the bqoks:or·records are kept in the ordinary course ot business within thirty (3-0) days of receiving written notification to review or audit said retcords. r Section 2J,. A1nendnlents. This Aqraement may only be modiried or amended in a·'. wr!~inq signed. by all the parties to this Agreement. · ····· · section 22. Notices Required By This Agreement. Any notice or other writing to btl qiven pursuant to this Agreement spall be delivered by personal service or by deposit in the United States mai1 1. certified or reqistered, return receipt requested, w-ith postage prepaid, and addressed to the peirty for whom intended as follows: TO: city of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 Attn: city Manager TO: Redevelopment Agency of the city of Moorpark 799 Moorpark Ayenue Moorpark, CA 9·3021 Attn: Executive Director TO: Moorpark Unified School District 30 Flory Avenue Moorpark, CA 93021 Attn: District Superintendent Any party may, from time to time, by written notice to the other, designate a different address which shall be substituted for the one above specified. Notices and other writings shall be deemed delivered ·upon receipt by personal service or upon deposit in the United States mail. §ection 23. Attorney's Fees. If any party commences li tigatfon against any other party for the purpose _of detenining or enforcing its rights under this Agreement, or the judqment entered pursuant to section 26 hereof, the prevailing party shall miacpldgs\7B503ag.2\l02B\ar 13 69 be entitled to receive from the losing party reasonable attorney's fees~ .in an amount determined by the court, together with costs reasonably _incurred in prosecuting or defending the aqtion. Section 24. Complete Agreement. This Agreement constitutes the entire, ~omplete and final expression of the agreement between the parties. Section 25. Joint Drafting. This Agreement was prepared by the parties' jointly and equally, and the Agreement shall not be interpreted against any party on the ground that the party prepared it or caused it to be prepared. Section 26. Agreement as Stipulation. The parties agree that this Aqreement constitutes· a stipulation settling . the ·cross- complaints in Ventura County Superior Court Case Nos. 107569 and 108128, pursuant to Section 664.6 of the Code of Civil Procedure, and that upon resolution of all three lawsuits described in Section 13 hereof, any party to this Agreement may move the Ventura County Superior Court to enter judgment upon the cross-complaints in Case Nos. 107569 and 108128 pursuant to the terms of this Agreem~nt. Section n. .Execution In Triplicate Counterparts. This Agreement may be executed. in triplicate counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. Section 28. ~ffective and Operative Dates. The effective date ·of this Agreement shall be the date upon which it is entered into by the parties. The operative date of this Agreement shall be the date upon which the judgment is entered as described in Section 26. IN WITNESS WHEREOF, the Agency I the City, and the School District have entered into this Agreement as of the date first above written. REDEVELOPMENT AGENCY OF THE ::~~~~ Chairma ATTEST: By:~~ ecretary miscpldgs\78503ag.2\1028\sr 14 70 .· . ATTEST: By: ATTEST: miscpldgs\78503ag.2\102B\sr 15 CITY OP MOOro:,::t_ By: <n~ A~ Mayor \. . · ' ' MOORPARK UNIFIED SCHOOL DISTRICT By: President ~ .... 71 EXHIBIT "A" MOORPARK UNIFIED SCHOOL DISTRICT RESOLU'J:ION NO; 1988-89-84 REQUESTING ALLocATIQN_OF ~EDMLOPMENT REVENUES ·-.. • -...... '.--~-. This Resolution la adopted pursuant to Health ·and safety code Section 3367fi. Tbe Governing Board of the Moorpark Unitled Scbool.oiatrict elects to be allocated, ln addition to the p0rtion of taxes allocated to the District pur1uant to aubdivialon (a) of Section 33670, all or any portion of.the. tax·revenues all9cated to the Agency pur1uant to aubdiv~aion (b) of Section 33670 attributable to one or both of the followlngr a) Increases in the rate of tax ~mpoaed for the_ benefit of the taxing agencr which levy occurs.after the tax year in which the ord nance adopting the redevel()paent plan. becomes eff~ctive. · b) Increases in the assessed value of the taxable property in the red~velopment project areas, as the assessed value ia establiahed by the asseaame~t roll last · · equalized prior to the effective date of the ordinance adopting the redevelopaent plan, purauant to subdivision (a) of Section 33670, which are, or otherwise would be, calculated annually pursuant to subdivision (f) of Section 110.l of the Revenue and Taxation Code. Passed and adopted by the Governing Board of the Moorpark Onif ied School pistrict on Ju~e 20, 1989, by the following vote: AYES 4 ATTEST1 . ~·;...c. .. A--~ ..... /~ ~ .. ~e>maw?,ler BRD/res-redev/c NOES 0 ABSENT 1 MOORPARK UNIFIED SCHOOL DISTijICT 72 AMENDMENT NO. 1 AGREEMENT BETWEEN Tim MOQRPARK UNIFIBP , : SCHQOL DISTRIC'l', THE REDBYELOPMENT AGENCY Of' .THE· CITY QF MQORPARI< AND THE CITY OF . · MOOllPARX [OR . THE DISTBIBU'l'ION OF TAX INCRBMSNT · FQNDS FROM THE MOORPARK REDEVBLQPMBNT PRQJBCT. WHEREAS, on January 26, 1993 the Moorpark Unified School District (hereafter "District•), the City of Moorpark Redevelopment Agency (hereafter "Agency•) and the City of Moorpark (hereafter "City•) entered into ·an Agreement related to the distribution of tax increment funds; and WHEREAS, Section 5 of said Agreement provided for the Agency to contribute $750, 000 toward the cost of a new School District Maintenance facility; and WHEREAS, paragraph two of said Section 5 provides that: and; "The Agency shall pay the $750, 000 to the School District upon the latter of the following dates: (I) within six (6) months after the' sale of the property of the Casey Road site where the existing School District maintenance facility is located to a Bonafide Purchaser as evidenced by the close of escrow; or (ii} the date the School District issues the notice to proceed with construction pursuant to a construction contract for the new School District maintenance facility.a WHEREAS, the District has requested that the $750,000 be paid prior to the conditions contained in Section 5 of the Agreement being met; and WHEREAS, on July 21, 1999the Agency Board of Directors agreed to make such payment earlier than now required by Section s of the Agreement; NOW THEREFORE, both parties to the Agreement -do herewith agree as follows: 73 l I SBCTION 1. Paragraph two of Section 5 of the Agreement, . •Funding of Maintenance Facility-shall be amended to ,'.·read. as f olloWp : . .: . . _·_·;"':····: . .-.... : .. :._..-.. T .. :':·:·· .. -.. . . : .. -.. ·.:.· .. - •The.Ageney shall pay the· $750,000 to the School District no ·later thAn August 6, 1999 < SECIIPN 2. · Thia·~ ~meiidment ~shall become effective upon approval by the parties to the Agreement. CITY OF MOORPARKnDn~•rDT CY SeptemJ>~_:i;_,·e ...... __..19._.9...,9 __ _ Date ATTEST: :J)~S.~ Agency Secreta August Z4. I 999 ·Date ATTEST: ···-· 74 EXHIBIT ''2 '' To Settlement and Release Agreement 75 MEMORANDUM OF UNDERSTANDING REGARDING IMPLEMENTATION OF PAYMENT TERMS OF 1993 PASS THROUGH AGREEMENT BETWEEN MOORPARK UNIFIED SCHOOL DISTRICT, THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK AND THE CITY OF MOORPARK This Memorandum of Understanding ("Memorandum of Understanding") is made and entered into by the Moorpark Unified School District ("MUSD"), the Successor Agency to the Redevelopment Agency of the City of Moorpark ("Successor Agency"), and the City of Moorpark ("City'') (collectively the "Parties"), to memorialize the Parties' mutual understanding regarding implementation of the payment terms of an agreement by and between the Parties dated January 26, 1993. and entitled "Agreement Between the Moorpark Unified School District, the Redevelopment Agency of the City of Moorpark, and the City or Moorpark for Distribution of Tax Increment Funds From the Moorpark Redevelopment Project" ("Pass Through Agreement"). RECITALS A. On July 5, 1989, pursuant to City of Moorpark Ordinance No. 110, the City Council of the City of Moorpark approved and adopted the Redevelopment Plan for the Moorpark Redevelopment Project ("Redevelopment Plan''). B. On January 26, 1993, MUSD, the former Redevelopment Agency of the City of Moorpark ("former Agency") and the City entered into the Pass Through Agreement to resolve a lawsuit, Ventura County Superior Cami Case No. 107434, brought by MUSD against the former Agency and the City, which challenged the Redevelopment Plan. A true and correct copy of the Pass Through Agreement is attached to this Memorandum of Understanding as Exhibit "l" hereto. C. Pursuant to former Health & Safety Code § 33401, the Pass Through Agreement called for certain periodic payments by the former Agency to MUSD of tax increment from the Moorpark Redevelopment Project ("pass through payments"). D. The Pass Through Agreement calls for two different types of pass through payments, one pursuant to a formula set forth at Section 3 of the Pass Through Agreement ("2% payments") and one pursuant to a formula set forth at Section 4 of the Pass Through Agreement (" 14% payments"). E. Beginning in fiscal year 1993-94, the former Agency made pass through payments to MUSD under the Pass Through Agreement and MUSD accepted those pass through payments. F. In June 2011, the California Legislature adopted Assembly Bill xi 26 (''AB 26"), which, among other things, provides for the dissolution of redevelopment agencies and the formation of successor entities to the former agencies. -1- 169202-hl 76 G. On February I, 2012, by operation of law, the former Agency was dissolved and the Successor Agency came into being as the successor entity to the former Agency. On February I, 2012, by operation of law and pursuant to Health & Safety Code§ 34183(a)(l) ("Section 34l83(a)(1 )"), the Ventura County Auditor-Controller became responsible for administering the Pass Through Agreement and allocating pass through payments to MUSD m accordance v.·ith the provisions of the Pass Through Agreement and Section 34 ! 83(a)( I). H. In or around January 2013, in connection with an audit by MUSD's consultants, the Dolinka Group, MUSD brought to the attention of the Successor Agency and the Ventura County Auditor-Controller MUSD's position that the 2% payments should be computed with a different methodology than has been used in the past for calculating the payments. I. The Parties have met and conferred regarding implementation of the payment provisions of the Pass Through Agreement on a go-fonvard basis. The Parties have arrived at a consensus regarding such implementation, subject to the Ventura County Auditor-Controller's concurrence therein. J. To memorialize the Parties' consensus regarding implementation of the pass through payment provisions of the Pass Through Agreement on a go-forward basis, and to avoid litigation and minimize the risk of future disputes regarding the payment provisions, the Parties have entered into this Memorandum of Understanding on the terms set forth below. Terms In consideration of the matters set forth above, and for full and valuable consideration, the Parties agree as follows: l. Recitals. The Recitals above are true and correct. 2. Effective Date. Provided this Memorandum of Understanding has been executed by all the Parties and the Ventura County Auditor-Controller has consented hereto, as evidenced by a signature below, it will become effective upon the effective date of that certain "Settlement And Release Agreement By And Between Moorpark Unified School District, On The One Hand, And The City Of Moorpark And The Successor Agency To The Redevelopment Agency Of The City Of Moorpark, On The Other Hand, In Resolution Of Disputes Concerning Payments And Credits Under A 1993 Pass Through Agreement" ("Settlement Agreement"). A true and correct copy of the Settlement Agreement is attached as Exhibit "2" to this Memorandum of U nderstandfr1g. 3. Notice of Effective Date. Within three (3) business days of the effective date of the Settlement Agreement, the Successor Agency and MUSD shall each have the duty to provide the Ventura County Auditor-Controller with written notice thereof. 4. Termination Date. This Memorandum of Understanding shall be in effect from the Effective Date until the Pass Through Agreement terminates pursuant to its terms or by operation of law. -2- 1692024vl 77 5. Parties' Consensus Regarding Implementation of Pavment Terms. (a) Pass Through Pavments: The Parties concur that each fiscal year's pass through payments due MUSD under the Pass Through Agreement are comprised of 2% payments due under Section 3 of that Agreement and 14% payments due under Section 4 of that Agreement. (b) 2% Payments: The Parties concur that the Ventura County Auditor- Controller is entitled to calculate the 2% payments due each fiscal year under Section 3 of the Pass Through Agreement by comparing the current fiscal year's inflationary assessed valuation for the Project \Vith the 1988-89 base year's assessed valuation, and fiscal year 1989-90 shall be assumed as the initial fiscal year for such calculation. The formula applied shall be the relevant fiscal year's inflationary assessed valuation times the inflation factor, less the base year assessed valuation times the 1 % tax rate, times MUSD' s percentage share. (c) 14% Payments: The Parties concur that the Ventura County Auditor- Controller is entitled to calculate the 14% payments due each fiscal year under Section 4 of the Pass Through Agreement by calculating MUS D's percentage share of the gross ad valorem real property taxes from the Project for the current fiscal year, subtracting from that percentage share the 2% payments due MUSD under Section 3 of the Pass Through Agreement for that fiscal year, as calculated in 5(b) above, and applying 14% to that difference ("Annual 14% Amount"). ( d) With respect to fiscal year 2012-13, the Parties concur that the Ventura County Auditor Controller shall be entitled to determine what the total amount of that fiscal year's pass through payments to MUSD would have been had the 2% and 14% payments been calculated as set forth in Sections S(b) and ( c) above. If the total amount so calculated is greater than the total amount of the pass through payments actually paid to MUSD for fiscal year 2012- 13, then the Ventura County Auditor-Controller shall be entitled to pay to MUSD the difference in semi-annual installments of not more than $35,000, payable in each Recognized Obligation Payment Schedule ("ROPS") period from the Real Property Tax Trust Fund, beginning with the June I, 2015 ROPS period. (e) With respect to fiscal year 2013-14, the Parties concur that the Ventura County Auditor Controller shall be entitled to determine what the total amount of that fiscal year's pass through payments to MUSD would have been had the 2% and 14% payments been calculated as set forth in Sections S(b) and (c) above. If the total amount so calculated is greater than the total amount of the pass through payments actually paid to MUSD for fiscal year 2012- 13, then the Ventura County Auditor-Controller shall be entitled to pay to MUSD the difference in semi-annual installments of not more than $15,000, payable in each Recognized Obligation Payment Schedule ("ROPS") period from the Real Property Tax Trust Fund, beginning with the June I, 2015 ROPS period. (t) Subordinated Pass Through Payments. The Parties concur that any pass through payments subordinated prior to the Effective Date of this Memorandum of Understanding are governed by MUSD's release of claims set forth at Sections 8 and 9 of the Settlement Agreement, including the pass through payments subordinated in fiscal year 2011-12. Therefore MUSD is not entitled to receive any payments from the Successor Agency, the Real -3- 1692024v I 78 Property Tax Trust fund, or from any taxing entity in the Project Area, in connection with any pass through payments subordinated prior to the Effective date of this Memorandum of Understanding. 6. Sample Payments Spreadsheet. For illustrative purposes only, attached as Exhibit '"3" to this Memorandum of Understanding and incorporated here by this reference is a spreadsheet for Fiscal Year 2009-10, showing how the 2% and 14% payments to rvtUSD would be calculated using the methodology set forth in Section 5 above. ' 7. Methodologv of Section 5 Binding. By its signature below, each Party expressly and specifically agrees to be bound by the methodologies set forth in Section 5 above for purposes of calculating all future pass through payments under the Pass Through Agreement, as long as this Memorandum of Understanding is in effect. 8. Joint Drafting and Mutual Interpretation. This Memorandum of Understanding shall be construed and interpreted in a neutral manner, and is a negotiated document, which shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against a particular party based on the assumption or contention that it was drafted by one of the Parties. In this regard, the provisions of Cal. Civil Code § 1654 are waived and deemed inapplicable to the interpretation of this Memorandum of Understanding. 9. Right to Independent Counsel. The Parties acknowledge and represent that they have had the right to and benefit of consultation with independent legal counsel and expert consultants. The Parties have read and understand the entirety of this Memorandum of Understanding, and have been advised as to its legal effects, as to, for example, their rights and obligations, and hereby willingly and voluntarily agree to every term of this Memorandum of Understanding. l 0. Entire Agreement. Along with the Settlement Agreement, this Memorandum of Understanding contains the entire understanding of the Parties with respect to Future Payment Terms of the Pass Through Agreement as memorialized in Section 5 above, and supersedes any and all oral agreements between or among the Parties regarding the calculation of such payments, which arc hereby merged into this final Memorandum of Understanding. There are no representations, covenants, or undertakings regarding the calculation of future pass through payments under the Pass Through Agreement other than those expressly set forth in Section 5 above. The Parties acknowledge that no Party, or any agent or attorney of any Party has made any promise, representation, or warranty whatsoever, express or implied, not contained herein to induce any other Party to execute this Memorandum of Understanding. The Parties acknowledge that they have not executed this Memorandum of Understanding in reliance on any promise, representation, or warranty not specifically contained herein and the Parties, and each of them, fully represent and declare that they have carefully read this document and that they have voluntarily signed this Memorandum of Understanding. 11. Severabilitv. Should any provision of this Memorandum of Understanding be declared or determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the invalidity, illegality, or unenforceability shall not affect any other provision of -4- 1692024vl 79 the Memorandum of Understanding and the remainder thereof shall be construed as if the invalid, illegal, or unenforceable provision had never been included. 12. Applicable Law. The validity of this Memorandum of Understanding and the interpretation of any of its terms or provisions shall be governed by the laws of the State of California. 13. Change in State Law or Other Event Materiallv Affecting Settlement Agreement or Memorandum of Understanding. If a change in state law occurs that materially affects the Parties' obligations or rights under the Settlement Agreement, the Memorandum of Understanding, or the Pass Through Agreement, whether such change occurs through enactment of a statute or by virtue of a final judicial decision, the Parties shall have the duty to take such actions as may be reasonably necessary to modify such agreement(s) so that the Pai1ies' duties and rights under such agrcemcnt(s) are consistent with any such change in law. 14. Amendments or Modifications. This Memorandum of Understanding may only be amended or modified by the mutual agreement of the Parties and only when all Parties hereto memorialize in writing the agreement to amend or modify. 15. No Admission of Liability. Nothing in this Memorandum of Understanding shall be construed as an admission of liability or wrongdoing by any Party to this Memorandum of Understanding or an admission of any claim against any Party hereto. 16. Attorneys' Fees Provision. If any of the Parties breach .any of the provisions of this Memorandum of Understanding, necessitating the filing of a civil action or any other proceeding to enforce any or all of the terms of this Memorandum of Understanding, the prevailing party may recover reasonable attorneys' fees and costs incurred in enforcing the terms and provisions of this Memorandum of Understanding. 17. Captions and Interpretations. Paragraph titles or captions contained in this Memorandum of Understanding are inserted as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Memorandum of Understanding. 18. Counterparts. This Memorandum of Understanding may be signed in counterparts and the executed counterparts shall together form the executed Memorandum of Understanding. A facsimile version of any Parties' signature shall serve as an original thereof. -5- 1692024vl 80 19. Copy Admissible. In any action or proceeding relating to this Memorandum of Understanding, the Parties stipulate that a copy of the Memorandum of Understanding may be admissible to the same extent as the original Memorandum of Understanding, unless the exceptions set forth in Cal. Evidence Code § 1521 are found to be applicable. Attest:----------- Maureen Benson, Secretary Dated: ----------- Attest: ----------- Maureen Benson, City Clerk Dated: ----------- Attest: ----------- Secretary Successor Agency to the Redevelopment Agency of the City of Moorpark By: Janice S. Parvin, Chairperson City of Moorpark By: Janice S. Parvin, Mayor Moorpark Unified School District By: President of the Board The Office of the Ventura County Auditor-Controller hereby concurs with the Parties' understanding regarding the implementation of the 1993 Pass Through Agreement (Exhibit "I" hereto) as memorialized in Section 5 of the foregoing Memorandum of Understanding and consents to this Memorandum of Understanding. [signature block] -6- 1692024vl 81 EXHIBIT "1" To Memorandum of Understanding 82 .· AGBEEHENT BETHEEH TUE MOORPARK QNIFIED SCHOQL DISTBICT. THE RIDEVBLOPMP!NT AGENCY OP TUB ctn OF .MQQBPARK AND TB~-.~<;ITY OF MOC?RPW fQR DISTBIBUXION OF U,X · INC'QMEtQ' ,FUNJ)s FROM TBB ·HOQfU>ARK REDEVELOPMENT PROJECT ..... This AGRBPXBNT ("Agreement") is made and entered into this 26th day of · January. , .1993 by and between the Redevelopment Agency of tha city of Moorpark (the "Aqency"), ·the City of Mc>orpark (the "City") and th~ Moorpark Unified School DistriCt (the •school District")· WITHES SETH Section 1. Recitals. This Aqreement is 111ade and entered into with respect to the followinq racts: A. The City certified the "Final Environmental' I11pact· Report for the Moorpark Redevelopment Plan" ("Plan EIR") by. the adopti(:>n of Resolution No. 89-575 on June 21, 1989; and B. The City, pursuant to California Community Bedevelopment Law (California Healtll & Safety Code section 33000 et seq.; "Act"), enacted Ordinance No. 110 on July 5, 1989, which approved and adopted the "Redevelopment Plan for the Moorpark Redevelopment Project• ("Plan"); and c. Pursuant to the Act, the Aqency is charged witb the responsibility of implementing the Plan as to the real properties which are subject to.the Plan ("Project Area"); and o·. . Pursuant to Article XVJ;, Section 16 of the California Constitution, Section 33670 of the Act and the Plan, a portion ot the ad valorem property taxes levied each year on increases in the assessed value of properties within the Project Area.above the sun of the assessed values for the Project Area as ·shown on the 1988-89 equalized assessment roll will be allocated and paid to the Aqency to pay th• principal.and interest on loans, monies advanced to or indebtedness (whether · funded, refunded, assumed or otherwise) ineurred by the Aqency to finance or refinance, in whole or in part, redevelopment of the Project Area ·{"Tax Increment Financinq"); and · E. Pursuant to the Act and the provisions ot the Plan, the Agency may pay to any affected taxinq agency, as described in the Act, an· aiaount or money which in the Aqency' s determination is necessary and appropriate to alleviate a claimed or actual significant financial burden or detriment caused to such an affected taxing aqency by Tax Increment Financing; and F. The School District, as defined in Section 33353.2 of the miscpldga\78503ag.2\l028\sr 1 83 Act, is an aftected'taxinq aqency; and .-.G... The ··School District claims that the . effect of Tax Increment Financfng will cause a significant financial burden· or detriment to School District; and H. The School District has challenged the validity· ct the Plan and the Plan BIR by filing a lawsuit in the s~perior court for the Co~ty of V~ntura entitled Moorpark Unified Scbool District v. Mo9rpark .city COun#iL et ill• arid bea:i;incf~se No. 107434, which lawsuit was 'dismissed by the trial. court and the decision of the appe~lata court affirninq the dismissal is final; and I. The School District tias also challenged the validity of the Plan and the Plan EI~ by filing a cross•complaint in each of twc;> lawsuits filed in the Superior Court tor th$ County of Ventura: Ventura COqnty comnunity College .District y. ·All J;nterested Persons. et al •. bearinq Case No. 10756~, and County of Ventura. et ·al. y. City of Moorpark. et al. bearing· Case No. 108128, which cases.have been consolidated into the lower-numbered case; and J. The School District, the City and.the Agency now desire to resolve and settle, for all tiJne, all present, 'past and future controversies, claims, causes of·action, or purported causes of action, differences or disputes, both real and potential, that the School District bas, or claims to have, against the City and.the Agency with regard to the adoption of the Plan; and · K. The legislative body of the School District has determined that the provisions of this Agreement provide a fair and equitable resolution of the School District's claims in the lawsuits referenced in Sections l(H) and·l(I) hereof and that this Agreement will 'adequately an4 equitably alleviate any future burden or detriment caused by the Plan. The School District intends that this Aqreement will apply regardless of whether or not the S9hoo1 District is a basic a.id district from time to time during the term of this Agreement; and L. The City council of the City and the Board of the Agency have determined that the provisions of this Agreement provide a fair and equitable resolution of the School District's claims in the lawsuits referenced in sections l(H) and l(I) hereof and that this Agreement will adequately and equitably alleviate any future burden or detriment which the Plan may conceivably cause the School District;, and . ·.·._ M. The legislative bodies of all of the parties hereto have determined that the public interest, convenience and necessity require the execution and implementation of this Agreement. Section 2. Definitions. The words and terms in this Agreement, ~nless a dlfferent meaning clearly appears from. the miscpldgs\78503ag.2\l028\ar 2 84 context, shall have the meanings set forth a.s follows: A. . 11 Aotu shall mean the Community Redevelopment Law, Part 1 of Division 24 of the Health & Safety Code (commencinq with section 33000). Additionally,,: all statutory · references are to the California ·Health & S~fety Code unless otherwise indicated. B. "Agency" shall mean the Rede~elopment Aqency of the City. c. "Assessment Roll" shall mean the 1988-89 assessment roll, which was the last roll equalized prior to the effective date of City Ordinance No. 110 adopting the Plan, and shall be utilized-as the: base year assessment roll for allocation of taxes for the Project Area pursuant to section 33670. - D. "Bonafide Purchaser" shall mean a purchaser in good faith for v~luable consideration and without notice. E. "City" shall mean the City of Moorpark. F. "Fiscal Year" shall mean the period from July 1 to and includinq the following J\ine 30. G. "Plan" shall mean the plan entitled "Redevelopment Plan for the Moorpark ·Redevelopment Project" which was adopted by the City by ordinance No. 110 on July 5, 1989. H. "Project Area" ·shall mean that area included in Appendix A of the Plan. I.· "School District11 shall mean the Moorpark Unified School District. J. "School District's Share" shi;ill mean that portiori-of the ad valorem property taxes which, pursuant to Section 33670 (a), will continue to accrue to arid be allocated to the School District throughout the term of the Plan from the frozen base assessed value of the taxable property within the Prcject Area as. shown on the Assessment Roll. K. "Tax Increment" shall mean the School District's then current portion of the ad valorem · property taxes, which is attributable to the one percent Cl') county-wide tax rate levied within the.project area. pursuant to California Constitution Article XIIIA, s~ction l(a), in excess of the School District's Share and the additional tax revenue that is allocated to the School District pursuant to Section 3 hereof. (As of the date of this Aqreement, the School District's then current portion of the one percent (lt) county-wide tax rate levied within the project area is reported by the Ventura ·County Auditor Controller to be thirty-three and thirty-one one-hundredths percent (33. 31%) of the aforesaid 1% mlacpldqs\78503ag.2\1028\•r 3 85 county-wide tax rate.) L. "Two p8l;'cant (2') pass through" shall mean tha monies generated bf the application of the inflation factor to the assessed valuation within the Project Area as provided in Revenue & Taxation Section 5l(a)(2). section·J, Tax Allocation to School District. A. The School District shall receive one hundred percent ( 100\') of the ad · valorem property tax . revenues referred to in subdivision (b) of Section 33670 which are allocated to, and actually received by, the Aqency and.which are attributable to: ( i) increases in the ad valorem tax levy on rea.l property above. the existinq levy.of one percent (1') of the full cash value of such property, provided· s.uc11 increased levy is for the benefit ot the School District and the School District receives the same Fiscal Year 1991-1992 i!ldjusted prior year factor ("base factor") for each tax rate area totally or partially within the Project Area with respect to that portion o~ the existing levy ot one percent. {l\') not otherwise attributable to such increased levy, except that if the physical area of any tax rate area is modif'ied, the adjusted prior year for the first Fiscal Year following the creation of the new tax .rate area shall be deemed the base factor; and (ii) increases .in the assessed value of the taxable property in the Project Area as limited by Revenue and Taxation Code section Sl(a) (2) and based on the assessed value as established by the Assessment Roll, which is sometimes ref.erred to as the two percent (2t) pas~ through. The parties hereby declare this section of the Agreement is consistent with, and limi.ted to, the election made by the sc~ool District pursuant to paragraphs numbered "a)" and "b)" of Resolution No. 1988-89-84 adopted by the School District on June 20, 1989, .a copy of which is attached hereto as Exhibit "An, and that tt:ie School District shall receive no payment of ad valorem property tax· revenues other than as expressly provided by this section and Section 4 hereof . and as otherwise included in' the School Pistrict•s Share. · B. Nothing in the provisions set forth above in Subsection A of Section J shall effect the School District's right to.receive (1) the fourteen percent of the Tax Increment set forth in Section 4 ot this Aqreement; and (2) tbe $750, 000 for the maintenance facility set forth in Section 5 of this Agreement. · · c. . All ad valorem property tax revenues described in Subsection A of Se~tion J shall be distributed by the Aqency to the School District within thirty (JO) days of actual receipt by the Aqency, provided that any such tax revenues that were received but not distributed by the Aqency prior to this Aqreement becoming operative pursuant to Section 28 hereof, and any interest earned thereon, shall be distributed to the School District within thirty miacpldgs\78503aq.2\l028\sr 4 86 (JO) days of said operative date. section 4, Tax Increment Payment ·to schof,>l piatrict. Commencing in Fiscal Year '1~95-96 and continuing. during the balance of the term of ~a Plan, .the Agency shall distribute the Tax Increment allocated. to, and,actuallt·raceived'..by~ the Agency within thi~f (30) days of receipt •. Such distributions shall. commence with Fi•cal Year 1995-96; provided that this Aqreament has become operative pursuant to Section 28 h·ereof. prior t:o that-date and shall be as· ·follows: · ; '., (a) Fourteen percent (14\) shall be paid tb the School District; and (b) Eighty-six percent (86%) shall be retained by the Agency. · Said distributions to the School District shall be expended for the following purposes at school sites in the incorporated boundaries of the City: l. Telephone. systems for new buildings; 2. Computer hardware and educational systems; 3. Land acquisition; 4 • Books·; and 5. School buildings and facilities and related capital improvements and modernization projects (collectively "public works"); such public works may include design, inspection and administration costs, but not School District overhead or salary/benefits for regular . School District employees .. If the ·school District wishes to use any part of its distribution for an expenditure that does not appear on the above list and/or at a school site not within the incorporated boundaries of the City, the School District shall submit a written application (Le. letter) to the Agency for approval. The Agency shall make a decision to approve, approve .in part, ·or reject the School District's application within thirty (JO) days of receipt of the application, or said application shall be deemed approved as submitted. As .to any public works financed in whole or in part by $100,000.00 or more of Tax Increment distributed to the School District pursuant to this Agreement, the City and/or the Agency miacpldgs\78503ag.2\1028\sr 5 87 shall have the right of first use of ~ulti-purpose and community rooms, gymnasiums, . playfields, tennis and basxatball courts, · .. ;. traC:ka, at~diums ; and/or other· indoor and outdoor re9reational • o.'r' facilities (collectively referred to as. "facilities")' .located at the site of· said public works, excepting' that. use for School District sponsored activities shall have priority.· The ~ity and/or the Aqency shall use this right of first use in conjunetiori with a specific intended use or specific preen-am. The city and/or the Ag~ncy•s. riqht o.'f first use of such ~acilities shall be subordinate to . the :'School District's r iqht to· schedule any School District spons.ored activity at any facility. In addition, the right or first use by tha City and/or thf!.Aqency at the track and stadiUll at Moorpark Hiqh School shall be subordinate to the activities sponsored by the Moorpark.Athletic Community Complex ~oundation, Inc. ("MACC") or its successor, provided that said·auccessor is a California non-profit corporation and the· purpose ot said successor as stated ln its Articl'es of Incorporation does not exceed the purpose ot MACC as set forth in MACC' s. Articles of Incorporation as of. the date of this Agreement. The City's· and/or the Agency's exercise. of its first use option shall be. subject to the requirement that the city and/or the Aqency provide the School District with six (6) months written notice. The School District's right to preempt the City's and/or Agency's use of facility must be exercised within ten (10) working days prior to the date of scheduled use by the city and/or Agency. MACC's right to preempt the City's and/or the Agency's use of the track and stadium at Moorpark High School must be exercised within three l1lOnths prior to the date of scheduled use by the City and/or the Agency. Not less than fifteen (15) working days prior to the date of its intended u~e, the city and/or the Aqency may, without penalty, notify the School District in writing of .its cancellation of the use of 'the facility. Any notice of cancellation that is given less than fifteen (15) working days before the date of intended use shall subject the City and/or the Agency to all fees that would have been incurred by the City and/or the Agency had the facility been used provided that no individual who, or entity that, is subject to school District facility user fees uses the facility during any portion of the time that was canceled by the City and/or the Aqency. In the event that the fee paid by the individual or entity does not equal the fee that the City and/or the Aqency would have paid but for the cancellation, the City and/or the Agency shall pay the difference to the School District. · It is not the intent of the School District and the City and/or t~e Agency that the School District give up any riqht to use any of the facilities, schedule activities within the facilities or control the uses,of facilities, excep~ in the manner provided for in this Aqreement. Any use of the facilities by the City and/or Aqency shall be consistent with School District policy on use of facilities except that the City and/or Agency may initiate a right ot·first use as set forth above. miacpldgs\78503aq.2\1028\sr 6 88 Section 4A. Tax Increment Limit. The parties agree that none of the·. monies paid to t:tie School . District, . a taxing agency, pur~uant to this Aqreement or to any other affected taxing agency . pursuant to any other aqreement entered into by the City and/or the Agency: pursuant to section 33401 of the Act shall be included in .· caloulatinq ·t,11e one Hundred and E-iqhty Mi.llion Do1l.ar ($180,000,000.00) maximum total tax·dollars that may be allocated to the Aqency. from the Project Area p\irsuant tq Section 33~70(b) of th• Act,·. as described in Chapter 6, Section 602, Paragraph J , at · .. ·pa9e· -27, of the P.lan. 'l'ha· parties further agree that ~· City and/or· :Agency. ~y proceed to amend the Plan at any time. by incre~sinq the Agency's maximum Tax Increment, to an amount not to exceed.Three Hundred and Sixty Million Dollars ($'360,000,000.00), for the.purpose of including all or any part ot said monies paid.to the school Oistrict and. the other atfected taxing aqenci~s in the calouU~tion ·of the Agency 1 ~ maximum Tax Increment pursuant to the Plan so· ·that the amount the Agency will have available to spend for th~ pu.rpose ot. redevelopment of the Project Area pursuant to the Plan will total one Hundred Eighty Million Dollars ($180,000,000.00), The School District, for its~lf and its elected and appoint~d officers and employees, hereby waiyes any riqht it may have to object administratively or judicially to such a Plan amendment. Section 5. Funding of Maintenance Facility. The Agency shall contribute to the· cost of a new School District maintenance facility in the amount of seven hundred and fifty thousand dollars ($750,000), provided that said maintenance facility is located wholly within the boundaries of the Project Area. Said money shall be expended only for the design and construction of the maintenance facility. In the event said design and construction costs of the maintenance facility are less than $750,000, as determined from the warrants and invoices paid by the School District, the School . District shall remit the unexpended amount to the Agency within thirty (30) days after the School District accepts the maintenance facility as complete, The Agency shall pay the! $750, ooo to the School District upon the latter of the following dates: (i) within six (6) months after the sale of the portion of the Casey Road site where the exist-inq School District maintenance facility is located to a Bonafide Purchaser as evidenced by the close of escrow; or (ii) the date the School District issues the notice to proceed with construction pursuant to a constrtiction contract for the new School District maintenance facility. section 6. Effect of State Financing. A. credit for Mandated Payments. If a future state legislative enactment or judicial determination relative to the property tax allocation system miscpldgs\78503ag.2\1028\sr 7 89 requires the Agency to make mandatory payments to tha School Di,strict, the amount~ of such papents shall be applied and credited toward the amounts of Tax .Increment.to be,distributed to the School Distric·t by the Aqency pur·suant to secti9n. ·4,_ h!!reof for as lonq as the leqislative enactment or judicial de~ermination is in tull force and effect. B. Waiyer_ of Tax Increment pistribution. The parties intend that payments to be made by the Aqency to the $chool District pursuant to this Aqreement will be available for use as additional funds of the School District. In the event that any payment made to the School District under tbis· Agreement causes (i) a reduction in payments to the School District from the ~ate ot california or its political. subdivisions (referred to in this sul:>section as a "Reduction.Event") or (ii) an obligation of the School District to make payments to the state of Califo;nia or its political subdivisions (referred to in this subsection as a "Reimbursement Event"), thus defeating that intention, then the .followinq procedure shall be followed: · 1. Promptly upon occurrence of a Reduction Event or a Reimbursement Event, the School District shall notify the Aqency of such event. . 2. After conducting qood faith consultations with the Aqency, the School District shall prepare an amendliL.ent to the Aqreement which shall provide, to the fullest extent possible, that the intent of the parties set forth in this subsection is achieved. The Agency shall execute such amen~ment provided: a. the School District does not receive more than the amount' to which it is entitled pursuant to Section 4 . of this Aqreement; b. the provisions of the amendnient are not contrary to the provisions of Section 7 of this Agreement; and c. the provisions of the amendment do not (i) adversely affect the amount or timing of Tax Increment that the Agency will retain arter making payments to the School District under this Agreem$nt as so amended; (ii) create or increase any statutory obligatio~ of the Agency; or (iii) otherwise adversely affect the financial position of the Agency. J. If it is not possible to provide by an amendment .to this Agreement that the intent of the parties be a~hiev~d despite a Reduction Event or a Reimbursement Event, then the amount otherwise payable by the Agency to the School District pursuant to the provisions of this Agreement shall be reduced: a. in the case of a Reduction Event, by the amount that miscpldgs\7BS03ag.2\l028\sr 8 90 the School District would receive from the State of California or its politicai subdivisions would be redu~ed by reason·of a payment made by the Aqancy to the School· Di!13trict pursuant to this Agreement; or · ··j:· · ' · b. in the case of a Rei~ursement ·Event, by the amount that the School District would.· have. to pay -to 1:118 State o'f California or its political subdivisions by reason ot a payment made by the Agency to the School District pursuant to this A~eement. · · 4. If, at a subsequent date, the Reduction Event or Reimbursement Event no longer applies to the School District, the School District shall so notify the Agency in Writing and, on the first day'of the Fiscal Year that commences immediately following receipt of the written notice by· the Agency, payments due ·under this Aqreement for that new Fiscal Year $hall resume. · The notice shall have no retroactive effect and the Agency shall have the aole discretion to determine how , · and when the Tax Increment distributions· that were not distributed to the School ·District pursuant to this.Section shall be expended. Section 7. Limitation on PAYment. ·. Notwithstanding any other provisions of this Agreement, no payments shall be made to the School District by the Aqency: A. Which would be contrary to the provisions of Health and Safety code sectfon 33401 or wh~ch violate any other provisions of the Act or the laws of the State a~ California; or B. ~he receipt of .which would cause the school District to rebate' or transfer monies to any other entity due to the School District's expenditure limitations under Article XIIIB of the California Constitution, as certified by the School Di~trict pursuant to State law and the requlations and. administrative procedures of the State Department of Education or its successor. Section 8. Subc)rdinatign. The Aqency 1 s obliqation to make payments to the School District pursuant to this Agreement shall not be deemed to be a first pledqe of tax. increment rece-ived by the Aqency pursuant to Health and Safety· Code Section.33670(b). The indebtedness of the Aqency under this.Agree~ent shall be subordinate to any.pledge of Tax Increment by the, Agency to bond or note holders or to the holder ot any other instruments of Agency indebtedness; provided, however, that the Agency shall, ·prior to issuance of any such indebtedness, obtain and provide to the School District an opinion of an independent redevelopment or financial consultant that it is not reasonably foreseeable that such indebtedness would impair.the Agency's obligations to the School District hereunder. Nothinq in miscpldga\78503aq.2\1028\sr 9 91 I I I ! this Aqre8lllent shall be const~ed to give the School District the right.to approve Agency indebtedness. .. . ·section 9. pocumentation. A·~ Men;! Docµmentation. The Agency shall annually document for the prior F seal Year the following: 1. The total amount ot Tax· Increment revenues generated by the 'Project Aiea; 2. The total. amount of that portion of the Tax Increment retained by the Agency; and 3. The amount of that portion ot the Tax Increment paid by the Agency to the School District·pursuant to this Agreement. B. School District Doeumentation. The School District shall ·annually document tor the prior Fiscal Year every expenditure of Tax Increment received from the Agency at any time pursuant to this Aqraement and the purpose thereof. · section .10. Agency Duty to File. Nothing in this Agreement shall relieve the Aqency· of the obligation to file a Statement of Indebtedness pursuant to Section 33675. section 11. · ~. Termination. This Agreement shall become effective and shall be operative as provided in Section 28 hereof and shall remain in full force and ~ffect during the term of the Plan, unless sooner terminated by mutual written aqreement of all parties hereto, by operation of law, ·or pursuant to Section 12 hereof. · Section 12. Assignments. No party shall have the right to assiqn its riqhts and/or obligations under this Agreement. If there is a unilateral assignment by one or more of the parties to this Agreement, the non-assigning parties to this Aqreement shall have the sole optiqn of terminating this Aqreement, which option must be exercised by all of the non-assigning parties in order for the termination to be effective •. Section· 13. Other Li tiqation. The parties rec09?1ize the existence of various lawsuits that have been filed in the Ventura county Superior court chaUenging the validity of the Plan. 'l'he followiriq lawsuits, in which the School District has filed cross- complaints and which have been consolidated into the lower numbered case, are currently pending: Ventura county community College Pist. X· All Interested Persons. et al., Ventura County Superior· court case No. 107569; County of Ventura. et al. y. City of Moornark. et ~' Ventura County Superior Court Case No. 108128. In addition, mi1cpld9s\7850la9.2\l02B\ar 10 92 ., the followinq lawsuit is currently pending: Moornark Mosquitg Abatement District y. City of Moorpark.· et al. , Ventura . County Superior Court Case· No. lll35L The parti~s recoc:Jlliza ·that pursuant ta Seqtion 865 of the California coqe of Civil Procedure, all: three lawsuits must be consolidated for purposes of enterinq one· judqment resolvinq all validation challenges to the Plan. Co~seq\iently, upon execution of. this Aqreement, the parties aqree that any and all proceedinqs, claims~ and causes of action ariainq ·out ot the cross-complaints in Ventura· county superior Court ·case Nos. 19756? and .108128 relatinq to the validity of Ordinance No. 110 and the Plan shall be. suspended pendinq resolution ·ot the complaints in Ventura County Superior court case Nos. 107569, 108128 and 111.351. section 14. Execution of · stipulations. The parties aqree that concurrently with the execution.of this Aqreement, they will execute the Stipulation and Order for Extension of Time in th$ form attached hereto as Exhibit "B" and the St,i.pulation For Judgment Pursuant to Terms of Settlement in the form attached hereto as Exhibit "C". Once this Agreement becomes effective, the City· and the Aqency shall forthwith file the stipulations with the Ventura County Superior Court, and the parties shall duly execute such other.documents as may be necessary to have the order issued in a timely manner and to have the judgment entered at the time prescribed by Section 26 hereof., In the event the city and/or Aqency seek to judicially validate this Agreement prior to entry of judgment,. the School District agrees on behalf of itself and its elected and appointed officers and employees not to file any response or otherwise oppose any such validation action. Section 15. Agency's Release. Except as expressly provided in this Agreement, the Agency, on behalf of itself and its elected and· ·appointed off leers, agents, employees, attorneys, representatives, successors in interest and assigns, hereby releases and forever discharges the School Oistrict and its elected and appointed ·officers, agents, employees, attprneys, representatives, successors in interest and assiqns from any and all claims, causes of action, actions, damages, losses, demands, accounts, reckonings, rights, debts, liabilities, obligations, disputes and controversies, of every character.and kind, ~nown or unknown, suspected or. unsuspected, existing or continqent; latent or patent, asserted or not.yet asserted, which the Agency may now own or hold ·or at.any time owned or held, or shall hereafter own or hoid, arisinq out of, or in a·ny way connected with, any fact, matter, or thinq whatsoever.occurring that is in any way related to adoption of the Plan or to Ventura county superior Court Case Nos. 107434, · 1075.69 and 108128. Section 16. City's Release. Except as expressly provided in this Agreement, the City, on behalf of itself and its elected and appointed officers, agents, employees, attorneys, representatives, miscpldqs\7BS03ag.2\l028\sr 11 ·' ·:>?: ~· ·. ~ !. . -. 93 successors in intere$t and assigns, hereby releases and forever discharqes the School District and . its ·elected .and appointed officers~ aqents, employe~s, attorneys, r_ep~esentat:ives, successors in. interest and assignli> from any and al,J:.c;:la.J,_its; ·oauses of action, acticms, damaqes, losses, demands, accounts, reckoniriqs, riqhts, debts, liabilities, obligations, disputes and· controversies, . of every Character. Md kind I . knOWn Or UnknOWD t SUSp8Ct&d . Or unsuspected, existing or contingent, latent or patent, asserted or not yet asserted, which the City may now own o.r hold or at any time owned or held, .or shall hereafter own or hold, ~isinq .out ot, or in any way connected with·, any fact, matter, or thing whatsoever occurrinq that is in any way related to the·adoption of the Plan or to Venturo County superior Court Case Nos. 107434, 107569 and 108128. . . . Section 17. School District's Releases. Except as expressly provided in this Aqreement, the School District, on behalf or itself and its elected and appointed officers, agents, employees, attorneys, representatives, successors in interest and assiqns, hereby releases and forever discharges the city and the Agency and their elected and appointed officers, agents, employees, attorneys, representatives, successors in interest and assigns from any and all claims, causes of action, actions, .damages, losses, demands, accounts, reckonings, rights, debts, liabilities, obliqations, disputes and controversies, of every character and kind, known or unknown, suspected or unsuspected, existing or.contiriqent, latent or patent, asserted or not yet asserted, which the School District may now own or hold or at any time owned or held, or shall hereaftei; own or hold, arising out of, or irt any way connected with, any fact, matter, or thing whatsoever occurring that is in any way related to the adoption of the Plan, including, but not limited to, failure to receive any statutorily required notices, or to Ventura County Superior court Case Nos. 107434, 107569 and 108128. Section 18. Legal Effect -General Releases. The parties to this Agreement hereby acknowledge and expressly waive the provisions of California Civil Code section 1542. That section states: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, .which if known by him must have materially affected his settleme!lt with the debtor. Section 19. Agreement Defines Obligation: The .City shall have no financial obligation or !~ability ·pursuant to this Aqfeement, except as specifically provided herein. The Agency shall have no financial obliqation or liability pursuant to this Agreement, except as specifically provided in this Agreement. miscpldqs\7850Jaq.2\1028\ar 12 94 Section 20. Books and Records. Each. party shall make its books and records reqardinq the amount, receipt, paynumt and use of Tax r~=~~nts. available to. the other parties at the facility where the b9o1ts·or records are kept in the ordinary course ot business within thirty (J·o) days of receiving written notification to review or audit said records. :· . Section 2i. Amenciments. This Aqraement may only be modiried or amended in a·. wr!;inq signed, by all . the parties to this Agreement. · '·' · · · · section 22. Notices Required By Tbis Agreement. Any notice or other writinq to be qiven pursuant to this Aqreement s~all be delivered by personal service or. by deposit in the United States mail,.. certified or registered, return receipt requested, w-ith postage prepaid, and a~dressed to the p~rty for whom intended as follows: TO: city of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 Attn: city Manager TO: Redevelopmen~ Agency of the City of Moorpark 799 Moorpark Ayenue Moorpark, CA 9·3021 Attn: Executive Director TO: Moorpark Unified School District JO Flory Avenue Moorpark, ·cA 93021 Attn: District superintendent Any party may, from time to time, by written notice to the other, designate a different address which shall be substituted for the one above specified. Notices and other writings shall ba deemed delivered ·upon receipt by personal service or upon depo$it in the United States mail. §ection 23. Attorney 1 s Fees. If any party commences litigation against any other party for the purpose of determining or enforcing its rights under this Agreement, or the judqment entered pursuant to Section 26 hereof, the prevailing party shall miscpldgs\78503ag.2\l028\sr 13 95 be entitled to receive from the losing party reasonable attorney's fees, .in an amount determined by the court, together with costs reasonably incurred in prosecuting or defending the action. Section 24. Complete Agreement. This· Agreement constitutes the entire, complete and final expression of the aqreement between the parties.· §ection 25. Joint Drafting. '!'his Agreement was prepared by the parties' jointly and equally, and the Agreement shall not be interpreted against any party on the ground that the party prepared it or caused it to be prepared. Section 26. Agreement aa Stipulation. The parties agree that this Aqreement constitutes.· a stipulation settling . the ·cross- complaints in Ventura County superior court Case Nos. 107569 and 108128, pursuant to Section 664.6 of the Code of Civil Procedure, and that upon resolution of all three lawsuits described in Section 13 hereof, any party to this Agreement may move the Ventura County superior Court to enter judgment upon the cross-complaints in Case Nos. 107569 and 108128 pursuant to the terms of this Agreem~nt. Section 67. :Execution In Triplicate Counterparts. This Agreement may be executed. in triplicate counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. Section 2Q. Effective and Operative pates. The effective date of this Agreement shall be the date upon which it is entered into by the parties. The operative date of this Agreement shall be the date upon which the judgment is entered as described in Section 26. IN WITNESS WHEREOF I the Agency, the City I and the School District have entered into this Agreement as of the date first above written. REDEVELOPMENT AGENCY OF THE ::~~~~ Chairma ATTEST: By:~~ ecretary miscpldgs\7850Jag.2\l028\sr 14 96 I .. ATTEST: By: ATTEST: miscpldgs\7S50Jag.2\1028\sr 15 CITY OF MOORP~-. By: <l.Jt{; AJ1A.:,ff Mayor \. . . . MOORPARK UNIFIED SCHOOL DISTRICT By: President ~ 97 EXHIBIT "A" MOORPARK UNIFIED SCHOOL DISTRICT RESOLUTION NO •. 1988-89-84 REQUESTING ALLOCATIQN.OF RBDEvELOPMENT REVENUES ...... -,,. .. • .. : .... --~~-· ,,.· ·. . . . . 'l'hia Resolution la adopted pursuant to Health~ and S~fety Code Section 33676. The Governin9 Board of the Moorpark U~ified·~~hool-Dlstrlct elect• to be allocated, in addition to the portion of taxea •llocated to the Di1trlct pur1uant to 1ubdivlalon (a) of Section 33670, all or any portion of·: the tax· revenues allocated to the Agency pur1uant to aubdlv~aion (b) of Section 33670 attributable to one or both of the followings a) b) Increases in the tate of tax imposed for the benefit of the taxing agenor which levy occura"alter the tax year in which the ord nance adopting the redevelo_pnent plan. ·becomes effective. · Increases in the·aa•eased value of the taxable property in the redevelopment project areas, aa the assessed value la established by the asaeaame~t roll last · equalized prior to the effective date of the ordinance adopting the redevelopaent plan, pursuant to eubdlvision (a) ot Section 33670, which are, or otherwise would be, calculated annually pursuant to subdivision (f) of Section 110.l of the Revenue and Taxation Code. Passed and adopted by the Governing Board of the Moorpark Onif ied School District on June 20, 1989, by the following vote: . . AYES 4 NOES 0 ABSENT 1 MOORPARK UNIFIED SCHOOL DI~ICT BRD/res-redev/c 98 ' l' ©©rP>w· AMENDMENT NO. 1 AGRSEMEN'I' IJE'l'WBEN Tira MOOftl'AiK UNIFI-$ · ; SCHQQL DISTRICT. i1m RmJBVEipPMBNT AGBN'CY.Of THB·cITX Of MOORPARit AND TUB CITY or .. M008-PARK fOR '' THE DISTRIBtlrION OF W INCRBMBNT ·FQNDS FROM THB MOORPARK RBDEWLQPMBN'f PRC>JRCI. WHEREAS, on January ~6, 1993 the Moorpark Unified School District (hereafter "District•) , the City of Moorpark Redevelopment Agency (hereafter •Agency•) and the City of Moorpark (hereafter "City•) · entered into · an Agreement related to the distribution of tax increment funds; and WHEREAS, Section 5 of said Agreement provided for the Agency to contribute $750, 000 toward the cost of a new School District Maintenance facility; and · WHEREAS, paragraph two of said Section 5 provides that: and; ~The Agency shall pay the $750,000 to the School District upon the latter of the following dates: (I) within six (6) months after the' sale of the property of the Casey Road site where the existing School District maintenance facility is located to a Bonafide Purchaser as evidenced by the close of escrow; or (ii) the date the School District issues the notice to proceed with construction pursuant to a construction contract for the new School District maintenance facility.• WHBREAS, the District has requested that the $750,000 be paid prior to the conditions contained in Section 5 of the Agreement being met; and WHEREAS, on July 21, 1999the Agency Boa:r;d of Directors agreed to make such payment earlier than now required by Section 5 of the Agreement; NOW THEREFORE, both parties to the Agreement do herewith agree as follows: 99 t i SBCTIQN 1 . Paragraph two of Agreement, . •Funciing of Maintena.nce amended to~:read. as folloWS: : • ';:_.:• •• ·I Ji ... , .. • ,• ... ,~\ '•" • ~ • • • • -;, .. · Section Facility• 5 of shall •The· Agency _shall pay the· $750~ 000 to .. the School District no ·later thA.n August 6 I ·1999. ~ the be SECTION :2. · This-~ ~meDdment :shall become effective upon approval by. the parties to the Agreement. CITY OF MOORPARK n'CIT'\1"rrrn CY Septemjl~x .... ·a .................. 19 ..... 9 .... 9 __ _ Date ATTEST: ::r>..£,gS.~ Agency secreta August 24, I 999 ·Date A'ITEST: 100 EXHIBIT "2" To Memorandum of Understanding 101 SETTLEMENT AND RELEASE AGREEMENT BY AND BETWEEN MOORPARK UNIFIED SCHOOL DISTRICT, ON THE ONE HAND, AND THE CITY OF MOORPARK AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, ON THE OTHER HAND, IN RESOLUTION OF DISPUTES CONCERNING PAYMENTS AND CREDITS UNDER A 1993 PASS THROUGH AGREEMENT This Settlement and Release Agreement ("Agreement") is made and entered into pursuant to Health & Safety Code§ 3417l(d)(l )(F) by the Moorpark Unified School District ("MUSD"), on the one hand, and the Successor Agency to the Redevelopment Agency of the City of Moorpark ("Successor Agency"), and the City of Moorpark ("City"), on the other hand (collectively the "Parties"), to resolve disputes among the Parties concerning past years' pass through payments, calculation of such payments, and credits against such payments, under an agreement by and between the Parties dated January 26, 1993, and entitled "Agreement Between the Moorpark Unified School District, The Redevelopment Agency of the City of Moorpark, and the City of Moorpark for Distribution of Tax Increment Fund From the Moorpark Redevelopment Project" ("Pass Through Agreement"). RECITALS A. On July 5, 1989, pursuant to City of Moorpark Ordinance No. 110, the City Council of the City of Moorpark approved and adopted the Redevelopment Plan for the Moorpark Redevelopment Project ("Redevelopment Plan"). B. On January 26, 1993, MUSD, the former Redevelopment Agency of the City of Moorpark ("former Agency") and the City entered into the Pass Through Agreement to resolve a lawsuit, Ventura County Superior Court Case No. 107434, brought by MUSD against the former Agency and the City, which challenged the Redevelopment Plan. A true and correct copy of the Pass Tirrough Agreement is attached as Exhibit "l" to this Agreement. C. Pursuant to former Health & Safety Code § 33401, the Pass Through Agreement calls for certain periodic payments by the former Agency to MUSD of tax increment from the Moorpark Redevelopment Project ("pass through payments"). D. The Pass Through Agreement calls for annual pass through payments comprised of two differently calculated payments. Section 3 of the Pass Through Agreement calls for so- called 2% payments pursuant to former Health & Safety Code § 33676 ("2% payments"). The second type of payment is set forth at Section 4 of the Pass Through Agreement, which section sets forth the method of calculation thereof ("14% payments"). In addition, Section 6 of the Pass Through Agreement provides for certain credits against the 14% payments, upon the happening of certain events ("SERAF Credit"). E. Beginning in fiscal year 1993-94 and continuing to its dissolution, the former Agency made annual payments to MUSD under the Pass Through Agreement. The former Agency calculated the 2% payments in accordance with the methodology used by the Ventura -1- 1692019vl 102 County Auditor-Controller for payments under former Health & Safety Code § 33676. The former Agency calculated the 14% payments pursuant to Section 4 of the Pass Through Agreement applying the SERAF credit against such payments when applicable. MUSD accepted the annual payments made by the former Agency. F. In June 2011, the California Legislature adopted Assembly Bill xi 26 ("AB 26"), which, among other things, provides for the dissolution of redevelopment agencies and the formation of successor entities to the former agencies. G. On February 1, 2012, by operation of law, the former Agency was dissolved and the Successor Agency came into being as the successor entity to the former Agency. On February 1, 2012, by operation oflaw and pursuant to Health & Safety Code§ 34183(a)(l), the Ventura County Auditor-Controller became responsible for administering the Pass Through Agreement and allocating pass through payments to MUSD for fiscal years 2012-13 and beyond, in accordance with the provisions of the Pass Through Agreement. H. In or around January 2013, and subsequent to an audit by its consultants, the Dolinka Group, MUSD delivered a letter to the Successor Agency asserting that the former Agency did not properly calculate and thereby underpaid the 2% payments under Section 3 of the Pass lbrough Agreement from 1993-94 until the former Agency's dissolution, which claim the Successor Agency and the City deny. I. The Parties are in dispute regarding MUSD's claims and the defenses, set offs, time bars, and counter-claims applicable thereto. J. To avoid protracted and costly litigation, the Parties have agreed to resolve all their disputes pertaining to payments by the former Agency under the Pass Through Agreement through the releases set forth herein and through a Memorandum of Understanding ("MOU") setting forth their intent regarding interpretation of the Pass Through Agreement in connection with implementation thereof pursuant to Health & Safety Code Section 34183(a)(l). A true and correct copy of said MOU is attached hereto as Exhibit "2" and is incorporated here by this reference. Terms and Conditions In consideration of the matters set forth above, which are acknowledged as correct, and for a full and valuable consideration, the Parties agree as follows: 1. Recitals. The Recitals above are true and correct. 2. Contingencies. The terms of this Agreement shall not become effective unless and until all of the following contingencies are met: (i) the Office of the Ventura County Auditor- Controller has provided its written consent to the duly approved and executed MOU; (ii) the Oversight Board to the Successor Agency ("Oversight Board") has duly adopted a Resolution approving this Agreement; (iii) the Oversight Board has duly adopted a Resolution approving the MOU; (iv) the Oversight Board resolutions approving the Agreement and the MOU ("Oversight Board Resolutions") are not initially reviewed, disputed, or rejected by the California Department of Finance ("DOF") within the time allowed by law for such initial review, or if the -2- 1692019vl 103 DOF has decided to initially review, dispute, or reject either Oversight Board Resolution, and any Party has timely requested and been granted a meet and confer regarding that initial determination, the DOF thereafter finally approves such disputed Oversight Board Resolution; and (v) the contingencies set forth in subsections (i), (ii), (iii) and (iv) above are all met by no later than September 15, 2014. 3. Effective Date. This Agreement shall become effective upon the date that all contingencies set forth in Section 2 above are met, which shall be memorialized by an Addendum executed by the Parties. 4. Successor Agency's Duties Regarding Oversight Board and the DOF in Connection with the Agreement and the MOU. Following approval of this Agreement by each party's respective governing body, the Successor Agency shall promptly place this Agreement before the Oversight Board for its consideration and shall recommend its approval. If the Oversight Board does not approve the Agreement, neither the Successor Agency nor the City shall have any further duty with respect to administrative approvals of the Agreement or the MOU. Upon approval by the Parties of the MOU and the Ventura County Auditor-Controller's written consent thereto, the Successor Agency shall promptly place the MOU before the Oversight Board for its consideration and shall recommend its approval. If the MOU is not approved by the Oversight Board, neither the Successor Agency nor the City shall have any further duty with respect to administrative approvals of the MOU. If the Oversight Board approves both the Agreement and the MOU, the Successor Agency shall timely submit the Oversight Board Resolutions to the DOF. If the DOF determines to review or initially disapproves either Oversight Board Resolution, neither the Successor Agency nor the City shall have any duty to meet and confer with the DOF or to take any further action with respect to either the Agreement or the MOU. 5. Meet and Confer with the DOF. No Party to this Agreement shall have a duty to seek or participate in a meet and confer with the DOF concerning a decision by the DOF to initially review or reject either Oversight Board Resolution. If any Party chooses to seek a meet and confer with the DOF, it will notify the other Parties of that decision and shall meet and confer at its own expense. 6. Notice to County Auditor-Controller. If at any time subsequent to written consent to the MOU by the Ventura County Auditor-Controller, this Agreement does not become effective because of a failure of a contingency thereto, the Parties to this Agreement shall each have the duty to promptly give written notice thereof to the Ventura County Auditor-Controller. This duty shall exist independent of and shall survive this Agreement. 7. Suspension of Claims. Upon the last date executed by any of the Parties hereto ("Tolling Date"), this Agreement shall toll the running of time under any legal or equitable statutes of limitation, statutes of repose, periods of limitation, doctrine of laches, or any other statutory or equitable time (collectively "statutes of limitations") that has not expired as of the Tolling Date and that applies to any claims arising out of or related in any way to the Pass Through Agreement. The tolling period shall commence on the Tolling Date and shall be in effect until this Agreement becomes eff~ctive. -3- 1692019vl 104 8. MUSD Release of Claims Against Successor Agency and City. Upon the Effective Date and except with respect to enforcement of the terms of this Agreement, MUSD, on behalf of MUSD, its successors, affiliates, and assigns, hereby waives and releases the Successor Agency, its officers, employees, agents, attorneys, and consultants; the City, its officers, employees, agents, attorneys, and consultants (collectively "Successor Agency and City Released Parties"), and each of them, of and from any and all claims, demands, disputes, damages, liabilities, causes of action, and other claims or rights to relief, legal or equitable, of every kind and nature, whether known or unknown, which MUSD has or may have against the Successor Agency and City Released Parties, or any of them, arising out of, or in any way related to payments, the calculation of payments, underpayments, overpayments, subordinated payments, from the effective date of the Pass Through Agreement to the Effective Date of this Agreement. 9. MUSD Release of Subordinated Payments Up to and Including FY 2011-12. Upon the Effective Date, MUSD, its successors, affiliates, and assigns, hereby waives and releases the Ventura County Auditor-Controller; Ventura County and its affiliated County Taxing Entities; Ventura County Community College District; the Ventura College Child Center; the Calleguas Municipal Water District; the Metropolitan Water District; the Moorpark Mosquito Abatement District, also known as the Moorpark Vector Control District; the Ventura County Office of Education, and any other taxing entity as defined in Health & Safety Code § 34171 (k) that has territory in the Moorpark Redevelopment Project (all collectively "Released Taxing Entities"), and each of them, of and from any and all claims, demands, disputes, liabilities, causes of action, and other claims or rights to relief, legal or equitable, which MUSD has or may have against the Released Taxing Entities, or any of them, in connection with or arising out of or in any way related to any payment due under or alleged to be due under, the Pass Through Agreement, and subordinated, or alleged to be subordinated, prior to the execution of this Agreement, up to and including the subordinated payment(s) for fiscal year 2011-12. However, nothing in this provision is intended to or shall be construed as a release by MUSD, its successors, affiliates or assigns with respect to any claims it has or may have arising out of pass through payments made after fiscal year 2011-12. 10. MUSD Waiver of Cal. Civ. Code§ 1542. Effective upon the Effective Date, MUSD, being fully aware of the meaning of Cal. Civil Code§ 1542, and on the risks attendant with waiver thereof, expressly waives any rights it may have, or claims to have against the Successor Agency and City Released Parties, or any of them, under the provisions of Cal. Civil Code § 1542, which provides: 1692019vl "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." MUSD -4- 105 11. Successor Agency and City Release of Claims. Except with respect to enforcement of the terms of this Agreement, and effective upon the Effective Date of this Agreement, the Successor Agency·, on behalf of the Successor Agency, its successors, affiliates, and assigns, and the City, on behalf of the City, its successors, affiliates, and assigns, and each of them, hereby waive and release MUSD, its officers, employees, agents, attorneys, and consultants (collectively "MUSD Released Parties"), and each of them, of and from any and all claims and demands or rights to relief, legal or equitable, of every kind and nature, whether known or unknown, which the Successor Agency or the City has or may have against the MUSD Released Parties, or any of them, arising out of, or in any way related to, payments, the calculation of payments, underpayments, overpayments, subordinated payments, any other payment obligations under the Pass Through Agreement, and all credits against payments, including any claim to the balance of the credit under Section 6 of the Pass Through Agreement for the fiscal years 2009-10 and 2010-11 Supplemental Education Revenue Augmentation Fund ("SERAF") payments, from the effective date of the Pass Through Agreement up to the Effective Date of this Agreement. This release does not extend to, and shall not be interpreted to extend to, any claims, demands, rights to relief, legal or equitable, arising out of payments made or credits assessed under the Pass Through Agreement after the Effective Date of this Agreement. 12. Successor Agency and City Waiver of Cal. Civ. Code§ 1542. Effective upon the Effective Date, the Successor Agency and the City, and each of them being fully aware of the meaning of Cal. Civil Code § 1542, and on the risks attendant with waiver thereof, expressly waives any rights it may have, or claims to have against the MUSD Released Parties, under the provisions of Cal. Civil Code § 1542, which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." City Successor Agency 13. Joint Drafting and Mutual Interpretation. This Agreement shall be construed and interpreted in a neutral manner. This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against a particular party based on the assumption or contention that the Agreement was drafted by one of the Parties. In this regard, the provisions of Cal. Civil Code§ 1654 are waived and deemed inapplicable to the interpretation of this Agreement. 14. Right to Independent Counsel. The Parties acknowledge and represent that they have had the right to and benefit of consultation with independent legal counsel and expert consultants. The Parties have read and understand the entirety of this Agreement, and have been advised as to the legal effects of this Agreement, as to, for example, their rights and obligations, and hereby willingly and voluntarily agree to every term of this Agreement. -5- 1692019vl 106 15. Entire Agreement. This Agreement, including the Exhibits incorporated herein by reference, contains the entire understanding of the Parties with respect to the matters addressed in it and incorporated herein, and supersedes any and all oral agreements between or among the Parties regarding the matters resolved herein, which are hereby merged into this final Agreement. There are no representations, covenants, or undertakings other than those expressly set forth or expressly incorporated herein. The Parties acknowledge that no Party, or any agent or attorney of any Party has made any promise, representation, or warranty whatsoever, express or implied, not contained herein to induce any other Party to execute this Agreement. The Parties acknowledge that they have not executed this Agreement in reliance on any promise, representation, or warranty not specifically contained herein or expressly incorporated herein. The Parties, and each of them, fully represent and declare that they have carefully read this Agreement and all exhibits hereto, and that they have voluntarily signed this Agreement. 16. Time of the Essence. All Parties concur that time is of the essence with respect to this Agreement and each Party shall promptly take all actions required of that Party with respect to execution and approvals of this Agreement. 17. Severability. Should any provision of this Agreement be declared or determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the invalidity, illegality, or unenforceability shall not affect any other provision of the Agreement and the remainder of the Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been included. 18. Applicable Law. The validity of this Agreement and the interpretation of any of its terms or provisions shall be governed by the laws of the State of California. 19. Change in State Law or Other Event Materially Affecting Agreement or MOU. If a change in state law occurs that materially affects the Parties' obligations or rights under this Agreement, the MOU, or the Pass Through Agreement, whether such change occurs through enactment of a statute or by virtue of a final judicial decision, the Parties shall have· the duty to take such actions as may be reasonably necessary to modify such agreement(s) so that the Parties' duties and rights under such agreement(s) are consistent with any such change in law. 20. Amendments or Modifications. This Agreement may only be amended or modified by the mutual agreement of the Parties and only when all Parties hereto memorialize the agreement to amend or modify in writing. 21. No Admission of Liability. Nothing in this Agreement shall be construed as an admission of liability or wrongdoing by any Party to this Agreement or an admission of any claim against any Party hereto. 22. Attorneys' Fees Provision. If any of the Parties breach any of the provisions of this Agreement, necessitating the filing of a civil action or any other proceeding to enforce any or all of the terms of this Agreement, the prevailing party may recover reasonable attorneys' fees and costs incurred in enforcing the terms and provisions of this Agreement. -6- 1692019vl 107 23. Captions and Interpretations. Paragraph titles or captions contained in this Agreement are inserted as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement. 24. Counterparts. This Agreement may be signed in counterparts and the executed counterparts shall together form the executed Agreement. A facsimile version of any Parties' signature shall serve as an original thereof. 25. Copy Admissible. In any action or proceeding relating to this Agreement, the Parties stipulate that a copy of the Agreement may be admissible to the same extent as the original Agreement, unless the exceptions set forth in Section 1521 of the Cal. Evidence Code are found to be applicable. Dated: ----------- Attest: ----------- Maureen Benson, Secretary Dated: ----------- Attest: ----------- Maureen Benson, City Clerk Dated: ----------- Attest: ----------- Secretary 1692019vl Successor Agency to the Redevelopment Agency of the City of Moorpark By: Janice S. Parvin, Chairperson City of Moorpark By: Janice S. Parvin, Mayor Moorpark Unified School District By: President of the Board -7- 108 EXHIBIT "1" To Settlement and Release Agreement 109 .' AGRIEHEN'l'BE'l'HIEH TBE.MOORPARI UNIPIEQ SCHQOL DISTBICT. THE RIQEVILQPMENT MENCY or ma CI'tX or .MoQBPARK AUD TRi.~;xTX or K09BPARK fQR DIST8IBJJ%IOB or lAX··· mr:Bmo:trr. PUHJ)s FROH THJS·MOQSPARK RIDEVJU,QfMBNT PRoJBCT . . . Thi• AGRBEMENT ("Aqreement") is made and entered into this 26th day ot · January. 1 .1993 by and between the Redevelopment Aqency o~ th• city of Moorpark (the "Agency") ,··the City ot Moorpark (the •city") and th~ Motirpark unitied school DistriCt. (tha "School District"). · · WXTNBSSETH section 1. Regitals. ·. This Aqraemant is made and entered into with respect to the followinq tacts: A. The City certified the "ll'inal Environmental' Inapact Report tor the Moorpark Redevelopment Plan" ("Plan EIR") by. the adoptic:»n ot Resolution No. 89-575 on June 21, 19891 and B. The City, pursuant to California Community Jledevelopment Law (California Healtb & Safety Code section 33000 et seq,: "Act"), enacted Ordinance No. 110 on July 5, 1989, which approved and adopted the "Redevalopm~nt Plan tor the Moorpark Redevelopment Project• ("Plan")1 and c. Pursuant to the. Act, the Aqency is Charged wit!) the responsibility of implemantinq the Plan as to the real properties which are subject to.the Plan ("Project Area"); and o·. . Pursuant to Article XVJ;, Section 16 of the California constitution, Section 33670 of tha Act and the Plan, a portion of the ad valorem property taxes levied each y~ar on increases in the a·saessed value ot properties within the Project Area_ above .the sun of the assessed values for the Project Area aa ·shown on the 1988-89 equalized assessment roll will ba allocated and paid. to tha Aqency to pay the 'principal·. and interest on loans, monies advanced to or indebtedness (whether ·funded, refunded, assumed or otherwise) incurred· by the Aqency to finance or refinance, in whole or in part, redevelopment of the Project· Area ·("Tax Increment Financing•); and · E. Pursuant to the Act and the provisions of the Plan, the Agency may pay to any affected taxing agency, as descri.J:>ed in the Act, an' amount of money which in the Aqency•s determination is necessary and appropriate to alleviate a claimed or actual siqhificant financial burden or detriment caused to such an affected taxing agency by Tax Increment Financing; and F. The School District, as defined in Section 33353.2 of the miscpld91\7B503aq.2\1029\1r 1 110 Act, is an affeotad·taxinq aqency; and .. -~~-.G~·.\. Th• · .s~ool: . District clai:ma that th• . affect ot Tax Incr•mant Fin,uicing w~ll cause a siqnif icaht tinancial burden or detriment to School District; and H. 'l'ha School Diatrict ha• challenged the validity ot the P~an and th• Pl4U1 BIR by filinq a lawauit in the •1:1perior court tor 1;!1• CotJ'1tY of .V~n~a. en~itlad Moorpar~ Unified Scbool District y. Moq:cpag:Jc .City. COUndiL at ill. arid ~ing '9&-• Ho. 107434, which lawli1iit waa·diamiailad by the trial:court and the deciaion.ot the appa~lat• co~ affirninq the diamis~al 1• final1 and I. 'l'h~ School District baa-~lso c::hallenqed the validity of the. Plan and the Plan Bn by tiling.a crosa.;.complaint in each ot tw9 lawsuits filed in th• Superior co~ tor th• County of Ventura: · Ylntur• County community College .Disti-i¢t· y •. All :tntareatad _Petaon1. '-'al •. bearinq·Caae No. 1075~?,· and County of Ventura, et al. y. City of Moorpark. et al. bearing Case No. 108128, which caaaa·. have ·been consolidated into the lower-number_ed oase1 and J. The School-District, the·City and.the Aqency now desire to r~aolve and settle, for all t!Jna, all present, _·past and tutura controversies, claims, causes of· action, or purpo~ed cauaea o~ action, dif~erances or disputes, both real and potential, that the school District has, or claims to have, aqainst the City and.the Aqanoy with regard to the adoption of the Plan; and · K. The legislative body of the School District has determined·that the provisions of this Aqre811lent provide a fair and equitabla resolution of the School District' a claims in the lawsuits referenced in Sections l(H) and·l{I) hereof and that this Agreement wlll ·adequately an~ aqui tably allevi'ate any future burden or detriment caused by the Plan. The School District intends that this Aqreement will apply regardless of whether or not the S91loo1 District is a basic aid district from time to time during the term ot this Agreement; and . L. Th• City Council of the City and the Board ot the Agency have determined that the provisions of this Aqreement provide a tair and equitable resolution of the School District's claims in the lawsuits re~erenced in sections l{H) and l(I) hereof and that this· Aqreement will adaquat~ly and equitably alleviate .any future bUrden ·or detriment which the Plan may conceivably cause the School Dist~iot; and . . . , I · .. ···~~ . M. · The legislative bodies of all ot the parties hereto have determined that the public interest, convenience and necessity require the execution and implementation of this Agreement. Section 2. Definitions. The words and terms in this Agreement, l!nless a dlfferent meaning clearly appears from. the miscpldqs\78503aq.2\l028\•r 2 111 . ' .. . , context, shall have the meanings set forth as follows: " . A. ' . "Acit• shall mean the Community Redavalopm~nt Law, Part 1 ot Division 24 of the Health & sa~aty. Code (commanainq with Section 33000) •· Additionally,';' all statutory· re~erenoea are to th• California ·uaalth. & S•tety Cocla unless.otherwise indicated. ·. . . B. "Ageno.y" sba.11 mean the Redevelopment Aqency ot the City. '.•· ~ . :·.. . · C~. "Aaaas8ment Roll• shall mean the 1988-89 aaseamumt roll, which was the la•t roll equalized prior t'o the ettec:tiva date o~ City Ordinance No. 110 adoptinq the Plan, and shall be utilized· as the : base year asaesament roll for allocation ot taxes tor the Project Ar•a pursuant ~o section 33670. ~ D~ •eonatide Purchaser• shall mea·n a purchaser in qood faith tor v~.luable consideration and without notice. B. •city" shall mean the city of Xo0rpark. F. •Fiscal Year" shall mean the period from July 1 to and includinq the followinq J\ine JO. · C. "Plan" shall mean the plan entitled "Redevelopment Plan tor the Moorpark ·Redevelopment Project" which w.as adopted by the City by ordinance No. ·110 on July s, 1989. H. "Project Area"·shall mean that area included in Appendix A of the Plan. I.· "School District" shall mean the Moorpark onitied School District. J. "School District's Share" sh~ll mean that portion· ot the acl valorem property taxes which, pursuant to Section 33670 (a), will continue to accrue to arid be allocated to the School District throuqhout the term of the Plan from the frozen base assessed value ot the taxable property within the Project Area as. shown on the Assessment Roll. I<. 0 Tax Increment" shall mean the Sch.ool District •s then currant portion of the ad valorem ·property taxes, which is attributable to the one percent c1i) county-wide tax rate levied within the.project area. pursuant to calitomia constitution Article XIIIA, section l(a), in excess ot ~e School District's Share and the additional tax revenue that is allocated to the School District: · pursuant to Section 3 hereof. (As of the data of this Aqreenent, the school District's than current portion of the one pa,rcent (lt) county-wide tax rate levied within the project area is reported by the Ventura · County Audi tor Controller to be thirty-three and thirty-one cne-hundr~tbs percent (33. 31\) of the aforesaid 1t mi•cpldga\78503aq.2\1028\1r 3 112 . ... county-wide tax rata.) L. "Two pe.J;'cent (2t) pass through" shall maan th• moniae generated by the application of the inflation factor to the aaaeaaed valuation within the Project Area as provided in Revenue 'Ta~tion section 5l(a)(2). Sectign·J, Tox Allocatign to School Distrigt . . ·;: . . A~ . Th• School District shall racaiv• one hundred percent ( lOOt) ot th• ad · valorem property tax . revenues rat erred to in subdivie~on (b) of Section 33670 which are allocated to, and actually. received by,· tha Aqency and ·which are attributable to: ( iJ inorea•-in tha ad valorem tax levy on z:ea;l. property above. the exiatinq levy.at one percent (l~) of the full cash value of such property, provided· a.ucb increased levy is tor tha banetit of the School District and the School District receives the sane Fiscal Year 1991-1992 '5djusted prior year factor (."base factor") ~or each tax rate area totally or partially within the ~oject Area with respect to that portion o~ the existing levy of one P•rcent.(lt) not otherwise attributabie to such increased levy, except.that if the physical area of any tax rate area is modified, the adjusted prior year for tha first Fiscal Year followinq the creation o~ the new tax .rate area shall be deemed the base factor; and (ii) increases .in the assessed value of the taxable property. in the Project Area as limited by Revenue and Taxation Coda section Sl(a) (2). and· based on the assessed value as .established by the Aa•assinent Roll-, which is sometimes referred to as the two percent (2t) pasfil t11rouqh. The parties hereby declare. this section or the Aqreamant is consistent with, and limited to, the election 'lilade by the S°'1ool District pursuant to paraqraphs numbered "a)" and "b)" of Resolution No. 1988-~9-84 adopted by the School District on June 20, 1989, .a copy of which is attached hereto as Exhibit "A•, and that t11.a School District shall receive no payment of ad valoran property tax· revenues other than as expressly provided by this section and Section 4 hereof and as otherwise included in' the School Pistrict•s Share. · · B. Nothinq in the proviaio~s set forth above in·subsection A of Section 3 shall effect the School District's riqht to.receive (1) the fourteen percent of the Tax Increment set forth in Section 4 ot this Aqreement; and ( 2) the $7 50, 000 tor the maintenance facility set forth in section 5 ot this Aqreement. · c. . All ad valore111 property tax revenues described in· Subsection A. ot Sec:;tion 3 shall be distributed by th• Aqency to the School District within thirty (30) days of actual receipt by the Agency, provided that any such tax revenues that were r~ceivad but not distrlbuted by tha Agency prior ~o this Aqreement becoming operative pursuant to Section 28 hereof, and any interest earned thereon, shall be distributed to the School District within thirty mi•cpld9•\78S03aq.2\1028\sr 4 . .-~. 113 (30) days of ••id operative date. section 4, · . Ta*· iricktuneru; :. Pq~ent ... ·fo>:s9hopl Df.atrigt •. comnencinq·in Fiscal Year 19.95•96 a~d:contipuinq.d~inq·th• balance ot th• term of . ~· . Plan, _.t.he Aqa~cy. ·~~_11.: diatribu~a . th• Tax InareJisent allocated. to·, and··actuallY:~liceived~.by~ .. th'° AcJ!lllQy·within · .·, · thiity (30) daya ot receipt •.. such" distributions •hall. commeric• with 'i•cal Year 1995-96; provided that th~s Aqraemant haa become operative pursuant to Section 28 hereof ... PJ;"_ior."·.~o -that· date and shall be as· follows: · . <· · · · ... ~ .. ~ -· · .,.. : : (a) Fourteen percent (14t) ·•hall be paid to the School Diatriet; and_ (b) lUqhty-six percent (86%) shall be retained by the Aqenoy. · Said distributions to the School District shall-be expended for the followinc~r purposes at school sites in the incorporated boundaries of the City: 1. Telephone. systems for new buildinqs; 2. computer hardware and educational systems; J. Land acquisition; 4 • Books·; and 5. School buildings and facilities and related capital improvements and modernization projects (collectively "public works"); such. public works may include design, inspection and administration costs, but not School ~istri~ overhead or salary/benefits tor reqular. School District employees •. If the ·school District wishes to use any part ot its distribution for an expenditure that does not appear on the .above list and/or at a school site not within the incorporated boundaries ot the city, the School District shall submit; a written application (i.e. letter) to the Aqency for approval. The Agency shall make a decision to approve, approve· in part, 'or reject the School Distriot•s· application within thirty (30) days ot receipt of the application, or said application shall be deemed approved as submitted •. As .to any public works financed in whole or in part by $100,000.00 or more of Tax Increment distributed to the School District pursuant to this Aqreement·, the City and/or the Aqancy mi1cpldg1\78503aq.2\l028\•r 5 114 sh~ll have th• right of tirat use ot ~~lti-purpo•e and community . ro~ma, CJYlllllasiuma, . playtialds, tennis and baalcatball . court•, ..•. _; ·-t~'trac~a, •~d,iuma ~Md/or. other· indoo~ and . outdot?r reprea~ional · · ~· :•:r taoilitiaa (collectively referred· to as. "facili~iea"F located at the.. .. site ot· said public works, axceptinq .that. use for School District sponsored activities shall ·have p~iority!·· Th• C~ty. and/or the Aqency shall use this right ot tint uaa ·in conjunction with a •P•citio intended use o~ apacitio pt-o9J'am. . ~· City and/or tha Ag~~OY.'.~. riqht o.t tir•t uae at· such ~acilitie• shall be aul;>ordinat• to·,,. the -:Sehool· .District'• riqht to'-schedule any Sche>Ol District spona.or'ed activity· at any facility. In addition, the riqht ot tirat uae by th• city and/or th~. Agency ~t the track and atadium at Moorpark High School aball be · subordinate to the activities sponsored by the Moorpark.Athletic Community Complex ~oundation, Inc. ("MACC") or its auccasaor, provided that aaid·auccesaor is a Calitornia non-profit corporation and the p\irpose .of said aucc:easor a• statec:I ln ita Articl·aa of Incorporation does not exceed the purpose of MACC as sat torj:h in MACC' a. -Articles. of ~ncorporation as ot· the data of this Aqraement. The city's· and/or the Agency's exercise. of its first use option shall be~ subject to the requirement that the City and/ or the Agency provide the School District with six (6) months written notice. The School District's riqht to preempt the city's and/or Aqency'a use of facility mu•t be exercised within ten ( 19) worltinq days prior to the date o~ scheduled use by the City and/or Agency •. MACC's right to preempt the City' a alld./or the Agency's use of the track and stadium at Moorpark Hiqh School must be exercised within three inonths prior to the date of scheduled use by the city and/or the Aqency. Not less than fifteen (15) working days prior to.the data o~ its intended u•e, the city and/or the Agency may, without penalty, notify, the School District in writing of· .its cancellatio~ of the use of tha facility. Any ·notice of cancellation that is given less than fifteen (15) working days before the -d,.ta of intended use shall subject the City and/or the Agency to all fees that would have been incurred by the City and/or the Aqency had the facility bean used provided that no individual who, or entity that, is subject to S91lool District facility user. fees uses the facility durinq any portion of the tinie that was canceled by the City and/or the Agency. In the event that· the ~ea paid by the individual or entity does not equal the fee that the City and/or the Aqen_cy would have paid hut tor tbe cancellation, the City and/or the Agency shall pay the ~ifference to the School District • . · It is not tjla intent of the School pistrict and tbe City ·and/or tfla Agency that the School District give up any riqht to use any of the facilities, schedule activities within the facilities or control the uses of facilities, except; in the :manner provided for in this Aqraement. Any use of the facilities by the City and/or Aqency shall be consistent with School District policy on use of facilities ex~ept that the City and/or Agency may initiate a right of · t irst use as set forth above. · mi•cpld9•\78503a9.2\l028\er 6 115 . ' ... Section 4A. Tax Increme:nt Limit. Tha parties aqree that. none ot the".. lllOftie• paid to t;h• School . ~!strict, ·a taxinq a9ency, . :pur11uant_ ·to thi• Aqre~ent or to any other attacted taxinq agency . p\irauant to any other-~qreem~t entered into by the City and/or the · .. ACJ,ncy:: pursuant to Section 33401 ot the Act shall be included in ",· calaulat~q ·~· . one Hundred and. · Siqhty Hi.llion Do11ar ($180,000,000.00) 11axb1um· total tax·doll.ars that may .ba allocated to the Agency. from ~e Project Area pU.rsuant tq se~ion 33~70(b) ot · . th~ ~ct,·; u described in Chapt~r 6, Section 602, Paragraph J, at ':·page_--~"!.,. ot the Plan. 'J.'he .parties turtber aqrae that ~· City and/or :Aqency: ~y proceed to amend the Plan at any time. by !ncre••in9 the· Aqency' a maximum Tax Increment, to an amount not to exceed:. Three HUndrad and.Sixty Million Dollars ($360,000 1 000.00), tor the.purp<>ae ot inoludinq all or any part ot said monies paid'to the Scbool Uistrict and. tha ~ther attected taxing agenci-.s in tha calc:ul~~ion·of the Agency'• maximum Tax Increment pursuant ~o the Plan ac,. that the amount the Agency will have available ·to spend :tor th~ pU.rpose o(. redevelopment of the Project Area pursuant to the Plan will total One Hundr.ed Eiqhty Million Dollar• ($180.,00Q,OOO.OO). The School District, for its~lf and its elected and appoint~d officers and employees, hereby waiyes any riqht it may have to object administratively ~r judicially to such a Plan amendment. Section s. Funding of Maintenance Facility. The Ag~ncy shall contribUte to the cost of a new School District maintenance fa~ility in the amount of seven hundred and fifty thousand dollars ($750,000), provided that said maintenance facility is located wholly within the boundax-ies of the· Project Area. Said money shall be expanded only tor the design and construction ot the maintenance facility. In the event said ~esign and construction costs of the maintenance tacility are less than $750,000, as determined from the warrants and invoices paid by the School District, the School District shall remit the unexpended amount to the Agency within thirty (30) days after the Sc;:hool District accepts the maintenance facility as complete. The Agency shall pay the,$750,000 to the School District upon the latter of the following dates: (i) within six (6) months after the sale ot the portion of the Casey Road site where the existinq School District maintenance facility is located to a Bonaride Purchaser as evidenced by the close of escrow; or (ii) the data the School District issues the notice to proceed with construction pursuant to a constriction contract for the new School District maintenance facility. Section 6. Effect of State Financing. A. credit for Mandated Payments. If a tutura state legislative enactment or judicial determination relative to the property tax allocation system miscpld9s\78S03aq.2\102B\ar 7 116 require• the Agency to mue mandatory payment• to. th• School D~•trict, th• amount~ of such pa}rJDents shall be applied and credited toVard the amounts of Tax .Increment.to be'diatril:n1ted to the SChool District by the Aqancy .pursuant to Secti9~ ~·4i. h;,r~ot tor · aa lonq as the·laqialative enactment· or judio~al de~ermination is in full tore•. and effect. B. Waiyet ot ·Tax Increment pistribUtion. Th• part:ie• intend that payments to b•. made by the Agency. to ·. th• $chool District pursuant: to· thia Aqreement will.be available for use as additional fund• ot the School District. In the event that any paym&nt made to the School.District und~r. this Aqreaant causes ( i). 11 reduction in payments to the School Diatriat from the S:tate of caliiornia or ~ts political.subdivision• trefarred to in this aul:>aeotion as a "Reduction Evant") or ( 11) ·an obli9ation ot the School District to make payments to the State of Calito~ia or its political subdivisions (referred to in this subsection as a "Raimbuteament Event"), thus defeating that intention, than the . followinq procedure shall be followed:· ' 1. Promptly upon occurrence of a Reduction Event er a · Reimbursement Event, the School District sha 11 notify the Aq~c:y of. such event. · . 2 •. After conducting go~d faith consultations with the Aqency, the. School District shall prepare an amendlilant to the Aqreemant which shall provide, to the tullest extent possible, that the intent of the parties ~et forth in this subsection is achieved. The.Aqency shall execute such amen~ment provided: a. the School District does not receive more than tha amount· to which it is entitled pursuant to Section 4 .of this Aqreement; - b. .the provisions of the amendnient are not contrary to the provisions of· Section 7 of this Agreement; and c. the provisions of the amendment do not '(i) adversely affect the amount or timing ot Tax Increment that the Agenc}r will retain after making payments to the School District under . this Aqre•m•nt as so mnended; (ii) create or increase any. statutory obligatio~ of the Aqenoy; or (iii) otherwise adversely affect the financial position of the Agency. 3. If it is not possible to provide by an amendment to this Agreement that the intent of the parties be a~iev~d despite a Reduction Evant or a Reimbursement Event, then the amount otherwise payable by .the Agency to the School District pursuant· to the provisions of this Agreement shall be reduced: a. in the case of a Reduction Event, by the amount that miscpldga\78503ag.2\1028\sr 8 117 , . I I th• School Districtwould receive from the state of California or its political •ubdiviaions would ba redu~ed by ~•aeon· of ~payment made by the Aqency to the School -District pursuant to this A . t ... ,.· . ,. . . ,· . . qreamen ; or . . ~' . · -. . . . · . . ~··... . . b. in the caae ·of a . ~-~ursemant ·Event, by· th• amount that the School District would .. :hav~ to pay -to ~· · state ot cali~ornia or ita political subdivisions ~y reason ot a payment made by the Aqency. to the School Distript purauant to this A~eament. · · · ·,·. -'. · ,. 4. J:t, at a subsequent date, the Reduct~on: Bvent or Reimburs8Jlent Event no lonqer applies to the School District, the School District shall so notify the Agency in WX'itinq and, on th• first day'ot the Fiscal Year that oomniencea immediately tolloving receipt of the written notice by· the Aqency, paylianta -.due ,under this Aqreemen~ tor that· new Fiscal Year· ashall r~suna. · .. The ~otice s~all have no retroactive effect and the ~ency shall have the •ole discretion to .determine how·'.· and when tha Tax · Inorement distributions that were not distributed to the School ·District pursuant to this.Section shall be e.xpended. . . . ~,.:. ·. ·. Section 7. Limitation on Paiment. Notwithstandinq any other provision• ot this Agreement, no payments shall be made to the School District by the Aqency: A. Which would be contrary to.the provisions ot Health and safety Coda seoti"on 33401 or wh~ch violate any other provisions ot the Act or the laws of the State o~ California; or e. 'l'he receipt of .which would cause·the School District to rebate· or transfer monies to.any other entity due to the S~ool District's expenditure limitations under :Article XIIIB of the California Constitu~ion, as certified by the ·School Di•trict pursuant to State law and the · r.equlations and. administrative procedures ot the State Department of Education or its successor. Section 8. Subs)rdination. The Aqency 1 s obligation to make payments to the School District pursuant to this Aqreement shall not be da811led to be a first pledqa ot tax.increment received by the Agency pursuant to Health.and sataty,~ode seotion.33670(b). The indebtedness at the Agency under th~a,Aqr~eJl!,~t shall be aubordinate to any.pledge ot Tax Increment by the .. Aqency to·· l)ond or note holders or to the holder ot any other instruments of Agency indebtedness; provided, however, that the Aqency shall, ·prier to issuance· ot any such indebtedness, obtain.and provide to the School District an Opinion ot an independent redevelopment or financial consultant that i~ is not reasonably foreseeable that such indebtedness·wculd impair the Aqency•s obligations to the School District hereunder. Nothing in miacpldga\78503ag.2\1028\ar 9 . ' .I: . ~ .. · ..... 118 .. this Aqreeuant shall ba constrqed to.give the School District the ri9ht.~o approve Aqenoy indebtedness • . s•Ot: ion 2 •.. ?ocum•ntot i qn. A:. Agen~ Documentation •. Tha Agency shall annually document for the prjor P seal Year the followinq: · · · . 1. Th• total amount ct Tax Increment revenues qener~ted by the ·Proj act Ar·ea; 2 • . The total amount of that portion of the Tax Increment retained bY th• Aqency; and 3. The amount of that portion of the Tax Increment paid by the Agency to the School Diatrict·pursuant to this Ac;ireement. B. Schoo~ =.o!st;ict. Do~~entation. The School District shall ·annually doOulllant tor the prior Fiscal Year eve~ expenditure of Tax Increment received from the Acjency at any time pursuant to this Aqreament and the purpose thereof. · Section 10. Agency Duty to Fila. Nothing in this Aqreement shall relieve the Aqenc:Y· ot the obligation to file a Statement of Indebtedness pursuant to section l3675. Section 11. · ~. Termination. This Agreement shall become effective and shall be operative as provided· ·in Section 28 hereof and.shall remain in full force a~d ~ffect dur~nq the term ot the Plan, unless sooner terminated by mutual written aqreemant of all parties hereto, by operation of law, ·or puraua~t to Section 12 hereof. Sec'tion 12. Assianments. No party shall have the· riqht to assiqn its rights and/or. obliqations under this Aqreement. If there is a unilateral assignment by one or.more of the parties to this Aqreement, the non-assiqninq parties to this Aqreement shall have the sole opti~n of terminating this Agreement, which option must be exercised ·by all of the non-assigning parties in order for the termination to be effective.. · Section·· 13. Other Litigation. The parties recoqnize the existence of various lawsuits that have been filed in the Ventura County superior Court chal.lanqinq the validity of the Plan. The followinq lawsuits, in which the School District has. filed croaa- complainta and which have been consolidated into the lower nwaharad case, are currently pendinq: Ventura county community Colleqa Dist. · X· All Interested Persons. et al. , Ventura county Superior· Court case No. 107569; Sounty of Ventura. et Jl. v~ City ot Moorpark. et ~,Ventura County Superior Court Case.No. 108128. In addition, miscpldge\78503ag.2\l02B\•r 10 11.9 the f ollovinq · lawaui t ia currently. pandinq: Mgorpark Mo•quit.0 Abatement District y. citv of Mgorpark. · at al., Ventura. county super,,.or ·court case· No.. 111351.. Th• parti•• reooqn~~· ."that purt1uant. to s~~ion 865 ~f the California Cod~ ot civil Procedure, all:'-thr•• lawsuits must be consolidated for purpo••• o~ entering on•;~, judgn~t. resolving all validation challenges to. the Plan. Coi:Ulequantly, upon a~ecut.ion of.· this Ag'reeindnt, the partie• aqree that any and all procea4inq11, cla~m•, and cause• of ·actioz:i ariainq ·out of th• croaa-complai_.nta in Ventura· county superior cc;rurt ·ca•• Noa. 1Q756? and .108128 relatinq to th• validity of Ordinance Ho. 110 ·and the Plan shall be. suspended pendinq reliol1,1tion ·ot th• compiainta in Ventura county· Superior court case Nos. 107569, 108128 and 111351. section 14 •. £xeQUtion of'Stipulatigns. Th• parties aqrea that concurrently with the execution.of this Aqraemant;· they will execute the stipulation and order for Extension of Time in tha form attached hereto as Exhibit •e• and the stipulation For Judgment Pursuant to Terms of Settlement in the form attached hereto as :Exhibit nc•. Once this Agreement becomes ettect1'~·a1. the City· and tha Aqency shall forthwith ·tile the stipulations with the Ventura Col:antf SUperior Court, and the parties shall duly execute such other doCUDents as may be necessary to hava the order issued in a timely manner and to have the· judgment entered at the time prescribed by Section 26 hereof-In the. event the City and/or Aqancy seek to judicially validate this Aqreement prior to entry of jud;ment,. the School District agrees ·on behalf of itself and its elected and appointed officers and employees not to file any re~onse or otherwise oppose any such validation action. section 15. Aqency'S Release-. Except as expressly provided in this Agreement, the Aqency, on behalf of itself and its elected and· ·appointed officers, agents, employees, attorneys, representatives, successors in interest and assiqns, hereby releases and forever discha~qes the School District and its elected and ·appointed · of~icers, agents, employees, attprneys, reprasentati ves, successor.a in interest and aasiqns from any and all claims, causes of action, actions, damages, losses, .demands, accounts, reckonings, riqhts, debts, liabilities, obliqations, disputes and controversies, of every character.and kind, :known or unknown, suspec~ed or. unsuspected, ex!stinq or continqent; latent or patent, asserted or not.yet asserted, which the Aqency may now own or hold or at· any time owned or held, or shall hereafter· own or boid, ariainq out of, or in a·ny way connected .with, any faet, matter, or thinq whatsoever .occurrinq t:hat is in any way related to adoption of the Plan or to Ventura county superior Court case Nos. 107434, ·107~69 and 108128. ~ection 16. City's Release. Except as expressly provided in this Agreement, the City, on behalf of itself and its elected and appointed officers, agents, employees, attorneys, representatives, miecpldqa\78503ag.2\1028\ar 11 120 ,. succeaaora in intere•t and· asaiqna, hereby relea••• and forever di~charq~a th• Sch.Qol . Q.,_atrict and .it• ·•l~cted ·.and appoint•d ofticfr•, aqanta, amploye41!•, attorneys, repr.es~ntativea,. ~ucce•ao~a i~. inter•at and aa•iqne from any ancJ .a~~}c.!~.!lD:Si ~·~aW1es·,ot aotion1 actiqn•I dania9aa, losses, demands·, accoUJita, j-eCkoniriqs, right., debts, liabilities, obligation.a, dbputa• and· ·controveraiea, , o~ . every chai:'aoter. and. kind, . known or: unknown, . swipected or ·unsuspected, existing or contingent, latent o~ patent, a1•8rt:ed or not yet aaaertad, which the City may now own or .ho~d or at any time owned or held, .or shall hereafter own or. hold,. at~ai~'.out·or, or in any way connected with·, any taC.t, matter, or thinq''Whatsoever occurrinq that ia in. any way related .to ~··adoption of the, Plan or to Venturia County SUperlor Court ca~e ~oa. 107434, 107569 and 108128. . Section 17. School District·, 1 Releases~ Except· as expreaaly provided in this Agreement, the · School District, on . behal,t o~ itself and its elected ~nd appointed officers, aqents, employees, attorneys, representatives, successors in interest and assiqna, hereby releases and forever·discharqes the city and the Agency and their a~ected and appointed oft icers, aqenta, · employees, attorneys, representatives, successors in interest· and assigns tr~m any and all claims, causes ot action, act.tons, .damages, loas~s, demands, accounts, reckonings, ·riqhts, debts, liabilities, obliqations, disputes and controversies, of every character and kind, known or unknown, suspected or unsuspected, existing or.contiriqent, latent or patent, asserted or not yet asserted, which the School District may now own or hold or at any time owned or helod, or shal1 hereafter own or hold, .arising out ot, · or in any way connected with," any tact, matter, or thinq whatsoever occurrinq that is in any way related to the adoption of the Plan,. including, but not limited to, failure to receive any statutorily required notices, or to Ventura County Superior Court case Nos. 107434, 107569 and 108128. Section 18.. LfiiaAl Effect -General Releases. The parties to this Agreement .hereby aqknowledge and expressly waive th• provisions ot California Civil Code section 1!542. That section states: A qeneral release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the rtalease, .. which· it .known by him must have materially attected his settJeme~t with the debtor. section 19. Agreement Defines Obligatt'on: The .City shall have no ftnancial obligation or l~ability "pursuant to this ACJfeement, except as specifically provided herein. The Agency shall have no financial obliqation or liability pursuant to this Agreement, except as specifically provided in this Agreement. ·miacpldqs\78503ag.2\102B\ar 12 121 ·' · seQt~on zo. ·eooks and Records. Each party shall make its 1>9oka ~~ z::ecorda r~gardinq the amount, receipt, paym'1it· and use of. Tax I~,9.X'~U. availab.l• to. the qthar part;i•a at th• taoility where th• .. 1>9.ou:::or ·racqrd• are kept· in ·the ordinary course of buainaaa .within thirty ("3-0) days ot recaivinq written notification to review or aud! t •a.id · l'•oorda. r: · .~ Section 31,. Ananc:!mants. Thia Aqraeinent may only be modi~ied or amended in a ... wr!~J..nq aiqned, by. al1 . th• pai:tiaa to this .. t . . .:r,. . . nqreemen • ··.; . . ' Sg.Ction 22. Notices Required By Tbis Mro!Jll§nt. Any notice or otber vritinCJ to ·be ·given pursuant to this Agreement •hall be delivered by para·onal service or. by deposit in the United Statu mail; .. certified or rac;iaterad, return receipt raqueated, ~·ith postage prepaid, and ad~esaed to the p~rty for whom intended aa follows: TO: City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 Attn: City Manager TO: Redevelopmen~ Agency of the city of Moorpark 799 Moorpark Ayenue Moorpark, CA gJ021 Attn: Executive Director TO: Moorpark Unified School District 30 Flory Avenue Moorpark, ·CA 93021 Attn: District superintendent Any party may, from time to time, by written notice to the other, designate a different address which shall be substituted for the ona abcive specified. Notices and other writtngs shall be datamed delivered ·upon receipt by personal service or upon depo$it in the United States mail. §action a 3 • Attorney I s Fees. If any party COlllJllences litigation against any other party for the purpose pf detemininq or entorcinq its rights under this Agreement, or ·the judqment entered pursuant to Section 26 hereof, the prevailing party shall miacpldga\7850lag.2\l02B\•r 13 122 ,· be entitled to receive from the losinq party reasonable attorney's fees~ .in ~ amount determined by the court, together with costs reasonably incurred in prosecuting or de!andinq the aQtion. . . ' . . . . . Sec,tion 24. Complete Agreement. This· Agreenent constitutes the· _entire, complete and final expression of the aqreemant between the parties.· Section 25. Joint Drafting. This Agreement was prepared by the parties' jointly and equally, and the Agreement shall not be interpreted aqainst any party on the qround that the party prepared it or.caused it to be prepared. Segtion 26. Aareement as Stipulation. The parties. aqree that this Aqreement constitutea· a stipulation settlinq. the ·crosa- complainta in Ventura County Superior Court Casa Nos. 107569 and 108128, pursuant to Section 664.6 of the Code of Civil Procedure, and that upon resolution· o! all three lawsuits described in Section 13 hereot, any party to this Agreement may move the Ventura County superior Court to enter judgment upon the cross-complaints in Case Nos. 107569 and 108128 pursuant to the terms of this Aqreem~nt. Section ;n. .Execution In Triplicate Countemarts. This Aqreement may be executed. in triplicate counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. · Section 28. Effective and Qperatiye pates. The effective date ·of this Aqreement shall be the date upon which it is entered into by the parties. The operative date of this Aqreement shall be the date upon which the judgment is entered as described in Section 26. IN WITNESS WHEREOF, the Agency, the City, and the School District have entered into this Aqreement as of the date ·first above written. REDEVELOPMENT AGENCY OP THE ::~~} Chairma ATTEST: ey:~c.~ ecretary miscpld9s\78503a9.2\1028\sr 14 123 I . . . . I ATTEST: By: AT'l'EST: miscpldgs\7850Jag.2\1028\sr 15 CITY OF MOORPARK Mayor . -By:GJ~4 . . ·· .. MOORPARK UNIFIED SCHOOL DISTRICT By; President ~:. .. 124 EXHIBIT "A" MOORPAU URIFIED SCHOOL DISTRICT . · usOLU'l'IOR··m •. 19,88 .. H .. 84 · · ... RIQUES'l'ING ALLOCA!l~ _or ;, .. Rli>BvBLoPMBH'l' RBVmiuES . . . ....... ..,. ":,.,,. ... ~ . · ... ~ .. ~ .,,..,, .. __ ... _. ··. . . : . Thia R••olutlon 1• adopted ~r•uint to:irealth~and sailitr Cott• section 33'7&. 'l'b• Governing Board of tbe KOorpark .u~!Ued ·ts.c;:hool :otatrict elect• to be allocated{ ln addition to.the.portlon,of ta~•• allocatect to th• Diatr ct purauant to~aubdivlalon (a) of Section 33670, a11 or any portion o~;tbe. tax·revenue• allocated to the A99ncy pur•uant to 8ub41vJaion (b) of Section 33670 attributable to on• or botb of tb•·~ollovlng1 a) b) Increaaea in the tate of tax imposed for the benef lt of the taxing agencr which levy occurll·after the tax year in ·vhlcb the ord n.nce adopting the· .redevelc:t,pent plan. ·become• ef f ec::tl ve. · · Inerealiea in the·asaeaaed value of.the taxable property in the red~velopnaent project area~, •• the •••e•••d . value l• ••t•bli•hed by the a1•ea.ma~t roll l••t · equalised prior to the effective date of the ordinance adopting the redevelopment plan, pur•u•nt to •ubdiviaion (a) of.Section 33670, which are, or otherwise would be, calculated annually pursuant to aubdivl•lon (f) of Section 110.l of ·the Revenue and Taxation Code. Passed and adopted by the Governing Board of the Moorpark Unitied School piatrlct on Ju~e 20, 1989, by the following vote: AYES 4 ROES 0 ABSENT 1 MOORPARK UNIFIED SCHOOL DISUICT BRD/res-redev/c 125 AMBNDMBNT NO. 1 . . ·' ·.···.'.-. ..,-. . AQRBBMBNT . BB'l'Wl®f THB JomRPAU UNIPt-im• -. SCHOOL PI STRICT. -TUB RBDmLOPMBNT AGWcx·· ot mB, ctn .or . MOQRP.AM Nm m -CITY or · · ·MOC>&PW ;ma · · nm PISTBIBJJ'l';ON · OP TAX INCBBMBNT · FQNDS FROM · THB MOORPABX RBDBVBLQPMBNX PROJBCT· WHBRBAS, on. January 26, 1993 the Moorpark unified School . District (hereafter •District•),. the City of Moorpark R8davelopment Agency (hereafter "Agency-} and the City of Moorpark (hereafter •city-)· entered into · an Agreement related to the distribution of tax increment funds1 and WHEREAS, Section 5 of said Agreement provided for the Agency to contribute $750, 000 toward the cost of a new School District Maintenance facilityf and· WHERBAS, paragraph two of said Section 5 provides that: and; "The Agency shall pay the $750,000 to the School District upon the latter of the following dates: (I) within six (6) month& after the' sale of the property of the Casey Road site where the existing School District maintenance facility is located to a Bonafide Purchaser as evidenced by the close of escrow; or (ii} the date the School District issues the notice to proceed with construction pursuant to a construction contract for the new School District maintenance facility~• NHBRBAS~ the District has requested that the $750,000 be paid prior to the conditions contained in Section 5 of the Agreement being met; and WHEREAS, on July 21, 1999the Agency Boa~d of Directors agreed to make such payment earlier than now required by Section 5 of the Agreement1 NOW THBR.BFORB, both parties to the Agreement. -do herewith agree as follows: ... ":, 126 l I SBCTION 1. Paragraph two of Agreement, , .•Punding of Maintenance amended .ta~:reaci..a• follow, 1 · ;. · :· ::~-~ . ., -~<: _. :·::!!.~.>: :"·.. -. . :-.... ~ . • • . ·,· . Section Facility-' ... 5 of shall •The · Ageney . shall pay the· $7501 ooo to the School District nc{.later than August 6, ... 1999.~ the be. SECTION :L _-· Thia:; ~ndme~t .; shall become effective upon approVal bY. the ~iea to the Agreement. SeptcmJ>u_,·a...., • .._..19 ... 9 .... 9 __ _ Date ATTBST: ~~s~ Agency Secre~ August 24, 1999" ·Date ATTBST: . ::';.'~ . .. 127 EXHIBIT "2" To Settlement and Release Agreement 128 MEMORANDUM OF UNDERSTANDING REGARDING IMPLEMENTATION OF PAYMENT TERMS OF 1993 PASS THROUGH AGREEMENT BETWEEN MOO RP ARK UNIFIED SCHOOL DISTRICT, THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK AND THE CITY OF MOORPARK This Memorandum of Understanding ("Memorandum of Understanding") is made and entered into by the Moorpark Unified School District ("MUSD"), the Successor Agency to the Redevelopment Agency of the City of Moorpark ("Successor Agency"), and the City of Moorpark ("City") (collectively the "Parties"), to memorialize the Parties' mutual understanding regarding implementation of the payment terms of an agreement by and between the Parties dated January 26, 1993, and entitled "Agreement Between the Moorpark Unified School District, the Redevelopment Agency of the City of Moorpark, and the City of Moorpark for Distribution of Tax Increment Funds From the Moorpark Redevelopment Project" ("Pass Through Agreement"). RECITALS A. On July 5, 1989, pursuant to City of Moorpark Ordinance No. 110, the City Council of the City of Moorpark approved and adopted the Redevelopment Plan for the Moorpark Redevelopment Project ("Redevelopment Plan"). B. On January 26, 1993, MUSD, the former Redevelopment Agency of the City of Moorpark ("former Agency") and the City entered into the Pass Through Agreement to resolve a lawsuit, Ventura County Superior Court Case No. 107434, brought by MUSD against the former Agency and the City, which challenged the Redevelopment Plan. A true and correct copy of the Pass Through Agreement is attached to this Memorandum of Understanding as Exhibit "l" hereto. C. Pursuant to former Health & Safety Code§ 33401, the Pass Through Agreement called for certain periodic payments by the former Agency to MUSD of tax increment from the Moorpark Redevelopment Project ("pass through payments"). D. The Pass Through Agreement calls for two different types of pass through payments, one pursuant to a formula set forth at Section 3 of the Pass Through Agreement ("2% payments") and one pursuant to a formula set forth at Section 4 of the Pass Through Agreement ("14% payments"). E. Beginning in fiscal year 1993-94, the former Agency made pass through payments to MUSD under' the Pass Through Agreement and MUSD accepted those pass through payments. F. In June 2011, the California Legislature adopted Assembly Bill x 1 26 ("AB 26"), which, among other things, provides for the dissolution of redevelopment agencies and the formation of successor entities to the former agencies, -1- 1692024vl 129 G. On February I, 2012, by operation of law, the former Agency was dissolved and the Successor Agency came into being as the successor entity to the former Agency. On February I, 2012, by operation of law and pursuant to Health & Safety Code § 34 I 83(a)( I) ("Section 34 I 83(a)(I )"),the Ventura County Auditor-Controller became responsible for administering the Pass Through Agreement and allocating pass through payments to MUSD m accordance with the provisions of the Pass Through Agreement and Section 34 I 83(a)( I). H. In or around January 2013, in connection with an audit by MUSD's consultants, the Dolinka Group, MUSD brought to the attention of the Successor Agency and the Ventura County Auditor-Controller MUSD's position that the 2% payments should be computed with a different methodology than has been used in the past for calculating the payments. I. The Parties have met and conferred regarding implementation of the payment provisions of the Pass Through Agreement on a go-forward basis. The Parties have arrived at a consensus regarding such implementation, subject to the Ventura County Auditor-Controller's concurrence therein. J. To memorialize the Parties' consensus regarding implementation of the pass through payment provisions of the Pass Through Agreement on a go-forward basis, and to avoid litigation and minimize the risk of future disputes regarding the payment provisions, the Parties have entered into this Memorandum of Understanding on the terms set forth below. Terms In consideration of the matters set forth above, and for full and valuable consideration, the Parties agree as follows: 1 . Recitals. The Recitals above are true and correct. 2. Effective Date. Provided this Memorandum of Understanding has been executed by all the Parties and the Ventura County Auditor-Controller has consented hereto, as evidenced by a signature below, it will become effective upon the effective date of that certain "Settlement And Release Agreement By And Between Moorpark Unified School District, On The One Hand, And The City Of Moorpark And The Successor Agency To The Redevelopment Agency Of The City Of Moorpark, On The Other Hand, In Resolution Of Disputes Concerning Payments And Credits Under A 1993 Pass Through Agreement" ("Settlement Agreement"). A true and correct copy of the Settlement Agreement is attached as Exhibit "2" to this Memorandum of Understanding. 3. Notice of Effective Date. Within three (3) business days of the effective date of the Settlement Agreement, the Successor Agency and MUSD shall each have the duty to provide the Ventura County Auditor-Controller with written notice thereof. 4. Termination Date. This Memorandum of Understanding shall be in effect from the Effective Date until the Pass Through Agreement terminates pursuant to its terms or by operation of law. -2- 1692024vl 130 5. Parties' Consensus Regarding Implementation of Payment Terms. (a) Pass Through Payments: The Parties concur that each fiscal year's pass through payments due MUSD under the Pass Through Agreement are comprised of 2% payments due under Section 3 of that Agreement and 14% payments due under Section 4 of that Agreement. (b) 2% Payments: The Parties concur that the Ventura County Auditor- Controller is entitled to calculate the 2% payments due each fiscal year under Section 3 of the Pass Through Agreement by comparing the current fiscal year's inflationary assessed valuation for the Project with the 1988-89 base year's assessed valuation, and fiscal year 1989-90 shall be assumed as the initial fiscal year for such calculation. The formula applied shall be the relevant fiscal year's inflationary assessed valuation times the inflation factor, less the base year assessed valuation times the 1 % tax rate, times MUS D's percentage share. (c) 14% Payments: The Parties concur that the Ventura County Auditor- Controller is entitled to calculate the 14% payments due each fiscal year under Section 4 of the Pass Through Agreement by calculating MUSD's percentage share of the gross ad valorem real property taxes from the Project for the current fiscal year, subtracting from that percentage share the 2% payments due MUSD under Section 3 of the Pass Through Agreement for that fiscal year, as calculated in 5(b) above, and applying 14% to that difference ("Annual 14% Amount"). ( d) With respect to fiscal year 2012-13, the Parties concur that the Ventura County Auditor Controller shall be entitled to determine what the total amount of that fiscal year's pass through payments to MUSD would have been had the 2% and 14% payments been calculated as set forth in Sections 5(b) and (c) above. If the total amount so calculated is greater than the total amount of the pass through payments actually paid to MUSD for fiscal year 2012- 13, then the Ventura County Auditor-Controller shall be entitled to pay to MUSD the difference in semi-annual installments of not more than $35,000, payable in each Recognized Obligation Payment Schedule ("ROPS") period from the Real Property Tax Trust Fund, beginning with the June 1, 2015 ROPS period. ( e) With respect to fiscal year 2013-14, the Parties concur that the Ventura County Auditor Controller shall be entitled to determine what the total amount of that fiscal year's pass through payments to MUSD would have been had the 2% and 14% payments been calculated as set forth in Sections S(b) and (c) above. If the total amount so calculated is greater than the total amount of the pass through payments actually paid to MUSD for fiscal year 2012- 13, then the Ventura County Auditor-Controller shall be entitled to pay to MUSD the difference in semi-annual installments of not more than $15,000, payable in each Recognized Obligation Payment Schedule ("ROPS") period from the Real Property Tax Trust Fund, beginning with the June I, 2015 ROPS period. (f) Subordinated Pass Through Payments. The Parties concur that any pass through payments subordinated prior to the Effective Date of this Memorandum of Understanding are governed by MUSD's release of claims set forth at Sections 8 and 9 of the Settlement Agreement, including the pass through payments subordinated in fiscal year 2011-12. Therefore MUSD is not entitled to receive any payments from the Successor Agency, the Real -3- 1692024vl 131 Property Tax Trust Fund, or from any taxing entity in the Project Area, in connection with any pass through payments subordinated prior to the Effective date of this Memorandum of Understanding. 6. Sample Pavments Spreadsheet. For illustrative purposes only, attached as Exhibit "3" to this Memorandum of Understanding and incorporated here by this reference is a spreadsheet for Fiscal Year 2009-10, showing how the 2% and 14% payments to MUSD would be calculated using the methodology set forth in Section 5 above. 7. Methodology of Section 5 Binding. By its signature below, each Party expressly and specifically agrees to be bound by the methodologies set forth in Section 5 above for purposes of calculating all future pass through payments under the Pass Through Agreement, as long as this Memorandum of Understanding is in effect. 8. Joint Drafting and Mutual Interpretation. This Memorandum of Understanding shall be construed and interpreted in a neutral manner, and is a negotiated document, which shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against a particular party based on the assumption or contention that it was drafted by one of the Parties. In this regard, the provisions of Cal. Civil Code § 1654 are waived and deemed inapplicable to the interpretation of this Memorandum of Understanding. 9. Right to Independent Counsel. The Parties acknowledge and represent that they have had the right to and benefit of consultation with independent legal counsel and expert consultants. The Parties have read and understand the entirety of this Memorandum of Understanding, and have been advised as to its legal effects, as to, for example, their rights and obligations, and hereby willingly and voluntarily agree to every term of this Memorandum of Understanding. I 0. Entire Agreement. Along with the Settlement Agreement, this Memorandum of Understanding contains the entire understanding of the Parties with respect to Future Payment Terms of the Pass Through Agreement as memorialized in Section 5 above, and supersedes any and all oral agreements between or among the Parties regarding the calculation of such payments, which are hereby merged into this final Memorandum of Understanding. There are no representations, covenants, or undertakings regarding the calculation of future pass through payments under the Pass Through Agreement other than those expressly set forth in Section 5 above. The Parties acknowledge that no Party, or any agent or attorney of any Party has made any promise, representation, or warranty whatsoever, express or implied, not contained herein to induce any other Party to execute this Memorandum of Understanding. The Parties acknowledge that they have not executed this Memorandum of Understanding in reliance on any promise, representation, or warranty not specifically contained herein and the Parties, and each of them, fully represent and declare that they have carefully read this document and that they have voluntarily signed this Memorandum of Understanding. 11. Severability. Should any provision of this Memorandum of Understanding be declared or determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the invalidity, illegality, or unenforceability shall not affect any other provision of -4- 1692024vl 132 the Memorandum of Understanding and the remainder thereof shall be construed as if the invalid, illegal, or unenforceable provision had never been included. 12. Applicable Law. The validity of this Memorandum of Understanding and the interpretation of any of its terms or provisions shall be governed by the laws of the State of California. 13. Change in State Law or Other Event Materially Affecting Settlement Agreement or Memorandum of Understanding. If a change in state law occurs that materially affects the Parties' obligations or rights under the Settlement Agreement, the Memorandum of Understanding, or the Pass Through Agreement, whether such change occurs through enactment of a statute or by virtue of a final judicial decision, the Parties shall have the duty to take such actions as may be reasonably necessary to modify such agreement(s) so that the Parties' duties and rights under such agreement(s) are consistent with any such change in law. 14. Amendments or Modifications. This Memorandum of Understanding may only be amended or modified by the mutual agreement of the Parties and only when all Parties hereto memorialize in writing the agreement to amend or modify. 15. No Admission of Liability. Nothing in this Memorandum of Understanding shall be construed as an admission of liability or wrongdoing by any Party to this Memorandum of Understanding or an admission of any claim against any Party hereto. 16. Attorneys' Fees Provision. If any of the Parties breach any of the provisions of this Memorandum of Understanding, necessitating the filing of a civil action or any other proceeding to enforce any or all of the terms of this Memorandum of Understanding, the prevailing party may recover reasonable attorneys' fees and costs incurred in enforcing the terms and provisions of this Memorandum of Understanding. 17. Captions and Interpretations. Paragraph titles or captions contained in this Memorandum of Understanding are inserted as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Memorandum of Understanding. 18. Counterparts. This Memorandum of Understanding may be signed in counterparts and the executed counterparts shall together form the executed Memorandum of Understanding. A facsimile version of any Parties' signature shall serve as an original thereof. -5- 1692024vl 133 19. Copy Admissible. In any action or proceeding relating to this Memorandum of Understanding, the Parties stipulate that a copy of the Memorandum of Understanding may be admissible to the same extent as the original Memorandum of Understanding, unless the exceptions set forth in Cal. Evidence Code § 1521 are found to be applicable. Attest: ----------- Maureen Benson, Secretary Dated: ----------- Attest: ----------- Maureen Benson, City Clerk Dated: ----------- Attest: ----------- Secretary Successor Agency to the Redevelopment Agency of the City of Moorpark By: Janice S. Parvin, Chairperson City of Moorpark By: Janice S. Parvin, Mayor Moorpark Unified School District By: President of the Board The Office of the Ventura County Auditor-Controller hereby concurs with the Parties' understanding regarding the implementation of the 1993 Pass Through Agreement (Exhibit "I" hereto) as memorialized in Section 5 of the foregoing Memorandum of Understanding and consents to this Memorandum of Understanding. [signature block] -6- I 692024vl 134 EXHIBIT "3" To Memorandum of Understanding 135 Exhibit 3 Moorpark Unified School District Sample Payments Spreadsheet A. Project Area Gross Tax Revenue B. District Share of Gross Revenue (.33 times A.) c. 2% Inflationary Revenue (based on FY 2008-09 Inflationary AV of $385,885, 194 times 1.02 inflation factor, less base AVof$264,798,987, times 1% tax rate) D. 2% Payment to District (.33 times C.) E. 14% Payment to District (.14 times [B. minus D.] ) F. Total Pass Through to District for fiscal year 2009-10 (D. plus E.) 1692024vl FY 2009-10 6,864,776 2,265,376 1,288,039 425,053 257,645 682,698 136