Press Alt + R to read the document text or Alt + P to download or print.
This document contains no pages.
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