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HomeMy WebLinkAboutAGENDA REPORT 2014 0715 OB REG ITEM 07C OVERSIGHT BOARD TO SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK MEETING of 7-/5-01614/ ITEM 7.C. ACTION: .o 16 .,,&. t�0. 44-,P0®4—/,3 BY: 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 i DATE: July 9, 2014 (Oversight Board Meeting of July 15, 2014) SUBJECT: Consider Resolution Authorizing 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 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. The outcome of those discussions are the Settlement Agreement (see agenda item 7.B.) and the attached Memorandum of Understanding (MOU). The MOU clearly articulates the calculation methodology the parties agree shall be implemented by the Ventura County Auditor-Controller for tax increment pass-through payments from the Project to 137 Honorable Oversight Board July 15, 2014 Page 2 MUSD under the 1993 Agreement, and is contingent on the County Auditor-Controller's consent to implementing that methodology. This MOU methodology will increase the annual tax increment pass-through payments to MUSD. Initially, there will be an increase of approximately $46,000 annually. In future years the increase will be greater if the property tax revenue from the Project is greater than generated currently. The MUSD, the City and the Successor Agency have all signed the MOU (see attached). Approval of both the MOU and the Settlement Agreement (see agenda item 7.B.) is a condition precedent to the agreements becoming effective. FISCAL IMPACT The MOU provides for a different calculation of the pass-through payment to MUSD. The Ventura County Auditor-Controller is responsible for making the pass-through payment to MUSD. By adopting the MOU, the estimated pass-through payment to MUSD is $737,000 annually, subject to increase in years when the property tax revenue from the Project increases. STAFF RECOMMENDATION Adopt Resolution No. OB-2014-__ Attachments: 1. Resolution No. OB-2014---- 2. 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 138 Attachment 1 RESOLUTION NO. OB-2014- A RESOLUTION OF THE 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 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 WHEREAS, the Redevelopment Agency of the City of Moorpark (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact 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 Memorandum of Understanding (MOU) and wishes at this time to give its approval to the MOU by the Successor Agency; and WHEREAS, on July 15, 2014 the report titled, "Consider Resolution Authorizing 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" was submitted to the Oversight Board for its review and consideration (Agenda Item 7.C.). 139 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 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. A true and correct copy of the executed Memorandum of Understanding 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 ATTEST: Maureen Benson, City Clerk 140 ATTACHMENT 2 MEMORANDUM OF UNDERSTANDING REGARDING IMPLEMENTATION OF PAYMENT TERMS OF 1993 PASS THROUGH AGREEI\1ENT 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 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 201 L 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. -]- !692024vl 141 G. On February I, 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 oflaw and pursuant to Health & Safety Code§ 34183(a)(I) ("Section 34183(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 34183(a)(l). 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 thereo£ 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 142 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 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 $15,000, payable in each Recognized Obligation Payment Schedule CROPS") period from the Real Property Tax Trust Fund, beginning with the June 1, 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 MUS D'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 143 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 MUSD 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. 10. 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. 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 144 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- !692024vl 145 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. Dated: _ __,_"~/J.;__:_1.,_,,_J;,o.=-'1_,_'-/ __ _ I I Attest:~~ Maureen Benson, Secretary Dated: ~(,-+-h~~ __,7 /_A~o1_1f-__ _ I I Attest:~~ Maureen Benson, City Clerk Successor Agency to the Redevelopment Agency of the City of Moorpark City of Moorpark Moorpark Unified School District Dated: lo -11 -/~ By: Attest: s·::Jf~.u,._)J~ Secretary 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 146 EXHIBIT "1 '' To Memorandum of Understanding · 147 .• AGBQKIN'l' BBTWJUSH Tiii. MOORPARK mo:nED SCHOOL DISTBICT. THE R!QEVILQPHEH'l' MjElfCX or THI Cl'l'X or ·MOORPARK AND TBl·~~xn or M09RPARK fQR DISTJtIBtm:OH OF DX·-INcBmlita. t'Ulft)S FROM tn·HOQJPABJC UDEDLOPJmft.PlOJBCT '•.·: . Thi• AGRDllEN'.r ("Agreement•) 1• aade and entered into this 26tla day of · January. , . 1993 by and between the Redevelopment Aqency ot th• City o"f MoOrpark (the "Aqency•) ,··the City of MOorpark (th• •city•) a~ th-Ko0rpark Unified ~c:hool DistriCt (the •school District"). WJ:TlfE!SSJml sect;ign 1. Raoitals •. Thi• Aqraement i• made and entered into with reapeot to the followinq tacts: A. 'l'he city certified the "l"inal Environmental' I11paCt· Report tor the Moorpa~k Redevelopment Plan• ("Plan BIR•) by. the adoption of Resolution Ho. 89-575 on June 21, 1989; and B. The City, pursuant to California Community lled•velopaent Law (California Health & Safety Code section 33000 et geq, 1 "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 th• Act, the Aqency is charged wi tb the responsibility ot implementing the Plan as to tha real properties which are subject to.the Plan ("Prbjact Area"); and o·. . Pursuant to Article XVJ;, Section 16 ot 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 a·s11e11sed value of properties within the Project Area. above .the sun of the assessed values for the Project Area aa·ahown on the 1988-89 equalized aaaeasment roll will be all0cated and paid to the Agency to pay th• 'principal . and interest on loans, monies advanc.ecl to or indebtedness (whether · funded, refunded, aaaUJDed or otherwise) incurred by the Agency to fi:nance or refinance, in whole or in part, redevelopment of the Project· Area ·("Tax Increment Financing"); and · E. Pursuant to the Act and the prQviaions of the Plan, th• Agency may pay to any affected taxing age~cy, as dascrU>ed in the Act, an· amount of money which in the Agency 1 a dateraination i• necessary and appropriate to alleviate a claimed or actual siqhif !cant financial burden or detriment . caused to such an affected t~inq agency by Tax Increment Financing; and F. The School District, as defined in Section 33353.2 ot the mi•cpldg•\78503ag.2\1028\ar l .. ', 148 Act, is an affected·taxinq aqency; and .. . :·:-,a.·::; The ·_School . District claiu that tha . etteot of Tax Incr4iim8rit FinJUlcfnq wi_11· cause a siqniticant timanoial burden or datriD~nt to School Di~trict; an~ H. Tha SCbool 'oiatrict hai challanqed the validity ot the P~an and th• Pl~ UR by filinq a lawsuit in the ~'1perior court tor t:h• eo~ty of V~~a. en~itled Hoorpar~ unified $chool District y. Ho~ozork _City COlin9iL et al. arid be~ing~·9U• No. · 107434, which lowsliit WU'diaaiased by the trial.court And the decision Of the appe~lat• court affirming the diamia•al 1• final1 and _I. Th~ School District boa-~lso chollenqed tha validity of the. Plan and tha Plan BIR by filing a crosa.,complaint in a_ach ot tw9 lawsuits filed in th• Superior court tor th~ County of Ventura: · ventura Cognty COJ!!J!lUnity College Dist;-iCt· y. "All Interested . Persona. ·~al •. bearinq·~aae No. 10756?, ~nd Cpµnty of yentura, et al. y. City of Hoorpar)C. et al. bearinq Casa No. 108128, which coses.have ·been consolidated into the.lower-n~erad case1 and J. The School District, the·City and.the Aqency now desire to resolve and settle, for all ti.Jna, all present, 'past and tutura controversies, claims, ~uses of·action, or purported causes o~ action, differences or disputes, both real and potential, that the School District bas, or claims to have, aqainst the City and.the Agency with raqard to the adopti~n of the Plan; and · K. The leqialative body of the School District has detarmined·that the provisions of this Aqreement provide a fair and equitable 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 an4 aqui tably alleviate any future burden or detriment caused by the Plan. The School District intends that this Agreement will apply reqardless of whether or not the S9hool District is a basic aid district from time to time durinq 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 Aqraeaent 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 adequat~ly and equitably alleviate any future . burden or detriment which the Plan may conceivably cause the School Dist~io~;, ·~-d .. -, . ~- M. ' The leqislative bodies ot 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 Aqreement, ~nless a different meaning clearly appears from. the miscpld9s\78503a9.2\l028\•r 2 149 ·, ·\ context, shall have the meanings set forth as follows: A. · · "Acit:• shall mean tha Community Redevelopment Law, Part 1 ot Division 24 of the Health & Safety Coda (commancinq with Section 33000); Additionally,··=· all statutory· references are to th• California 'Health & s~tety code unless.otherwise indicated. " . . s. 11 Aqencyn shall mean the Redevelopment Aqancy ot the City. .. .;.. ' . · c ~. "Aas888mant Roll• ahal l mean the 198 8-89 aaaeslllllent roll , which was the laat roll equalized prior t·o the effective date of City Ordinance No. 110 adoptinq the Plan, and •hall be utilized· as the : base year asaes111Dent roll for allocation of taxes tor the Project Ar~ pursuant ~o Section 33670. o~ "Bonafide Pur~aaer• shall mean a purchaser in qood faith tor ~luable consideration and without notice. B. •city• shall mean the city of Moorpark. F. "Fiscal Year" shall mean the period from July l to and including the following J\ine 30. · G. "Plan" shall mean the plan entitled "Redevelopment Plan tor the Moorpark ·Redevelopment Project• which w,as adopted by the city by Ordinenca No. 110 on July 5, 1989. H. "Project Area"·shall mean that area included in Appendix A of the Plan. . I.· "School District" shall mean the Moorpark Unified School District. J. "School District's Share" sh~ll mean that portiori·ot the ad valorem property taxes which, pursuant to Section 33670 (a), wi11 continue to accrue to arid be allocated to the School District throuqhout the tei:m of the Plan from the frozen base a~sessad value of the taxable property within the Project Area as. shown on the Assessment Roll. K. "Tax Increment" shall mean the Sch.ool District's then currant portion ot the ad valorem · property taxes, which is attributable to the one percent (lt) 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 heraot. (As of the date of this Aqreaent, the school District'• then current portion of the one percent (lt) county-wide tax rate levied within the project area ia reported by the Van~ura · County Audi tor Controller to be thirty-three and thirty-one one-hundredths percent (33.JU) ot the aforesaid 1.\ miacpldqs\7850laq.2\1028\•r 3 150 county-wide tax rate.) L.. "Two paJ;"cant (2t) pass through" shall mean th• moniae generated bf the application ot. the inflation factor to th• aaaeaaed valuation within the Project Area as provided· in Ravanua 'T~tion Section 51(a)(2). SAs;t,ion·3, Tax Allocation to School Distrigt. ··;< • . A~ . 'l'h• School District shall receive on• 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 Aqancy and· which are attrilnltable to: ( i) inorea•-in the ad valo:r:em tax levy on x:ea~ property above. the exiatinq levy.of one.percent (lt) of the full cash value of such property, provided· a.ucb increased levy is tor the b•n•~it or the School District and the School District receives th• same Fiscal Year 1991-1992 ~djusted prior year .factor (."baa• factor") ~or each tax rate area totally or partially within the hojeot Area .with respect to that portion of the axiatinq levy of one P•rcent.(l') not otherwise attributable to such increased levy, except that if the phystcal area of any tax rate area is modified, the adjlllltad prior year toi: the first Fiscal Year followinq the creation of the new tax .rate area shall be deemed the base factor; and (ii) increases .in the assas.-ad value of the taxable property. in the Project Area as limited by· Revenue and Taxation Code section Sl(a) (2). and· based on the a11sessed value as .established by the Assessment Roll, which i.s sometimes ref.erred to as the two percent (2t) pas• ~ouqh. The parties hereby declare this section of the Aqreemant Is consistent with, and limited to, the election liade by the sctiool District pursuant to paragraphs numbered "a)" and "b)" ot Resolution No. 1988-69-84 adopted by the School District on JUne 20, 1989, .a copy of which is attached hereto as Exhibit "A•, and that ~· School District shall receive no payment of ad valorea property tax· revenues other than as expressly provided by thia section and section 4 hereof . and as otherwise included in' the School ~istrict•s Share. · B. Nothing in the provisio~s set forth above in·subsection A of Section 3 shall effect the School District's ri9ht to.receive (1) the fourteen percent of the Tax Increment sat forth in Section 4 ot this Aqreement; and (2) tba $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 Seqtion 3.shall be distributed by the Aqency to the School District within thirty (30) days of actual· receipt by the Aqency, prC>Vided that any such tax revenues that were r!!ceived but not distributed by the Aqency prior to this Aqreement becominq operative pursuant to Section 28 hereof, and any interest earned thereon, shall be distributed to the School District within thirty mi•cpldq•\78503aq.2\l028\er 4 . ... 151 (30) days ot •aid operative date. Sect:iori . 4, Ta~. ~ncJ:'gnieht . PztYlPent :·to: : 89,hopl D_i_1trigt •. COJllDlenoinq·in Fiscal Yaar 19.95-96 atjd-.Continuinq.d~inq·the balance ot th_• term of . ~· . Plan, _.the Ac/erioy . s~~.11: ~iatribute _. th• 'l'aX Incr~ent allocated._ to·, and ·actuallY·teceived~-by, ·th~-AcJ!IDqt within· · th~y (30) days of receipt •. Suell distribution• •hall. comnence with 'i•cal Year 1995-96; provided that this Aqreement has become operative pursuant to Section 28 h·araof._ prior ·-.~o -that;.-data and shall.be aa··follews: · · <·:· · ·0 _,y .. , · · · ,:,·· ·: : (a) Fourteen percent (l~t) · llhall be paid tb the School District; and . . (b) Biqhty-six percent (B6t) shall be retained by the Agency. · Said distributions to the School District shall be. expanded for the following· purposes at school sites in the incorporated boundaries ot the City: 1. Telephone. systems for new buildinqa; 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 District overhead or salary/benefits for requiar. 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 th• City, the School District shall submit a written application (i.e. letter) to the Aqency for approval. The Agency shall make a d•cision to approve, approve· in part, 'or reject the School District•a· 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 Agreement, the City and/or the Aqency miacpld9a\78S03ag.2\1028\sr 5 152 shall have the right of first use of ~~lti-purpoaa and community roe>ma, CJYlllllaBiWDS, . playtialds, tennis and baslcetball . court•, . . :.: .. ~ .... ·tr•"-•, 11t".d,iwiua ;-Md/or. other· indoor and . outdoc:>r reprea~ional ~ :•;f facilities (collectively referred· to ·aa. "facilities~).°' .located at the.. sit• ot· said public works, excap~inc] . that. use for School District aporisared activities shall have p~iority.·· Th•.·C.j.ty. and/or th• Aqency •ball U.e t.lli• riqh"t of "tint uaa ·in· conjunction with a apecitic intended use or apeoitio p~o9l:'am• . '111• City and/or tha Aq~~cy•~.riqht o~ first use or· such ~acilitie• shall be llUl;»ordinat• to·. thia :' sc:hool · . District• s riqht ~o ·. schedule any Sche>Ol Qiatrict apoilaored activity· at any facility. In addition, the right of! first. u•• by the city and/or th'9. Agency ~t the track. and atadiwa at Moorpark High School shall be subordinate to the activitiu sponsored by the Moorpark.Athletic Community Complex ~oundation, Inc. ("MACC") or its auccesa~r, provided. that said·auccaaaor ia a calitornia non-profit corporation and the p'ilrpoae .of said aucceaaor as stated ln its Artie.las of Incorporation does not exceed ·the purpose ot MACC as set fo~h in ~cc' s -Articles. ot ~ncorporation aa ot· the data ot this Aqremaent. The City's· and/or the Agency's exercise. ot its first use option shall be~ subject to· th• requirement that the City · and/ or the Aqency provide th• School District with six (6) months written notice. The School District's right to preempt the city's and/or Aqency's usa of facility must be exercised within ten (10) workinq days prior to the date ot scheduled use by the city and/or Agency •. MACC'a riqht to preempt the City's and/or the Aqency•s use of the track and stadium at Moorpark High School must be exercised within three months prior to the date of scheduled use by the City and/or the Agency. Not less than fifteen (15) working days prior to.the data ot its intended U$e, the city and/or the Agency may, without penalty, notify the School District fn writing of· its cancellation of the use of 0tha facility. Any ·notice of cancellation that is given leas than fifteen (15) working days before the date of intended use shall subject the City and/or the Aqency to all tees that would have bean incurred by the city and/or the Agency had the facility been used provided that no individual who, or entity that, ia subject to School District facility user tees uses the facility during any portion of the ti~e that was canceled by the City and/or the Aqency. In the event that the ~ea paid by the individual or entity does not equal the tee that the City and/or the Aqen.cy would have paid but for the cancellation, the City and/or the A9ency shall pay the difference to 1:he School District • .. . · It is not tjle intent of the School pistrict and the City ·and/or t~eAqency that the School District qive 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 tor in this Agreement. Any use of the facilities by the City and/or Agency shall be consistent with School ~!strict policy on use of facilities ex~ept that the City and/or Agency may initiate a right ot·tirst use as set forth above. miacpldq•\78503aq.2\1028\ar 6 . ' ·' . . Section 4A. Tax Increme·nt Lim.it, The parties agree that-none ot ·the· .. monie• paid to t;b• School . ~!strict, a taxin9 aqenoy, . pur11ua~t. to this Agre~ent or .to any other affected taxihCJ ·agency . plirsuant ·to any. other.· ~qreeme~t entered into by the City and/ or the ~· .ACJ~cy:;-p~uant to Section 33401. ot the Act sl:iall be included in ·,·calculating' ·t;.11e ·one Hundred and. · Biqhty Hi.llion Do11ar ($180, ooo; ooo. 00) aaxillWI. total tax· doll.aril that may ·be allocated to the Agency. from the Project Area ptirsuant tq section 33,70(b) ot ; th• Act,·; u deaeribed in Chapt~r 6, Section 602, Paraqrapb J, at · .. ·pa9•: .i?,. ot th• Plan. 'l"he' .parties turtber agree that ~· City and/or :Agency :·may proceed to amend the Plan at any till• by incre~ainq the· Agency• s maximum Tax Increment, to an uount not to excaed:.Three HUndred and.Sixty Million Dollars ($360 1 000,000.00), tor the.purpe•e of including all or any part ot said monies paid'to the St:hoal D'istrict and. the pthar affected taxing aqancies in the calpul--~ion·ot the Agency•., maximum Tax Incramant pursuant to the Plan so· that th• amount the Agency will have available· to spend ~or th~·pilrposa o{. redevelopment of th~ Project Area pursuant to th• Plan will total Ona Hu.ndr.ed Eiqhty Million Dollar• ($180.,00Q,OOO.OO). The School District, for 1,ts~lf and its elected and apJ)oin~d officers and employees, hereby wa~yes any riqht it may have to object.administratively ~r judicially to such a Plan amandme~t. Section 5. Fupd!ng of Maintenance Fagilitv. The Aq49noy shal.l 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 tha boundaries of the Project Area. Said money shall be expended only for the design and construction of the maintenance facility. In the event said ~esigh and construction costs of the uaintenanca facility are less than $750, ooo, 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,$750,000 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 Bonaride 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 miscpld9s\78S03ag.2\1028\ar 7 154 . requires tha Agency to Qka mandatory payment• to. th• School D~atric.t, ~· amount, of such pa)rmenta shall b• applied and credited toWard th~ uaunts of Tax .Increment.to be"~ilitrj.buted to the SChool Diatriet by the Agency ·.pursuant to secti~JJ\;4;. h~~·of tor · as lonq as the·leqialative enact.man~ or judic~al de~ermination i• in tull tore• and effect .• .• B •. Woiyer.ot.Tax Increment Distribution. Th• parties intend that payments to be·mada by the A9eney.to· th• $chool Diatrict pursuant· to this Aqreement will-b• available· tor use u additional fund• of the School District. In th• event that any paym8nt mada to the School District und~r tbia ~eemant cauae• ( i) 11 reduction in payments to the School District fr011 th• S:tate of california or ita political.subdiviaiona treferred to in this subsection as a "Reduction· Event") or '(ii) an obli9ation of the School District to make payments to the state ot Califo;nia· or its political subdivisions (referred to in this subsection as a "ReimJ:nU'8811ent Evant"), 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 Aqe~cy of such event. . 2 •. Attar conducting qo~d faith consultations with the Aqency, tha School District shall prepare an amendment to the Aqre~ent which shal.l provide, to the fullest extent possible, that the intent of the parties ~et forth in this subsection is achieved. The Aqancy 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 provisiorui of the amendment do not "(1) adversely affect the amount or timinq of 'l'ax :Increment that the Agency will retain after making payments to the School District ~nder . this AgraemtJnt as so amended; (ii) create or increase any statutory obliqatio~ of the Aqency; or (iii) otherwise adversely affect the financial position of the Aqency. J. If it is not possible to provide by an amendment to this Aqreament that the intent of the parties be aC:}liav"d despite a Reduction Event or a Reimbursement Event, then the amount otherwise payable by the Aqency 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 ~iscpldge\78503ag.2\1028\sr 8 155 i ; ' th• School District would receive from the State ot California or it• politioai ~ubdiviaions would ba redu~ed by ~eaaon·of ~payment made· by the Agency to the School· Di~trict pursuant to this Aq. re ... ..:.ent • or · : .... ~.:. · · · '· · · ... · ··' · ' · -, ... :·· . '· . . . ·.. . "... . .· b. ·in th• case ot a .~ai.JU,)uraement Event, by· the amount that the School Dlstrict would.-hav~ to pay -to ~· State ot california or it• political aubd~visions by reason ot a payment made by the Aqency to the School Diatript. pursuant to thia A~eement. · -. -'. · 4. It, .at .a subsequent date, the Reduction : Event or Reimburae11ent Evant no longer applies to the School District, the School District shall so notify the Aqency in Writinq and, on the first day'of the Fiscal Year that comlliences immediately tollowinq receipt ot the written notice by ·the. Aqency, payiient• ·.due , under this Aqreeaen~ for that·n•w Fiscal Year ·ahall reswaa. · .. The notice s~all have no retroactive et'tact and th• ~qenoy shall have the aole diaoretion to .determine how '.'and when tha Tax ·.Increment diStributions· that were not distributed to the School ·District pursuant to this-Section shall be.expended. . . ·"':;.;··.. . ... Section 7. Limitation on Payment. Notwi~standinq any other provisions ot this Aqreeiment, no payments shall be made to the School Distriot by the Agency: A. Which would be contrary to the provisions of Health and Safety Code seoti'on 33401 or wh~ch violate any other provisions ot the Act or the laws of the State o~ California; or B. 'l'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 Article XIIIB ot the California Constitu~ion, as certified by the School Diqtrict pursuant to state law and the · requlations and. administrative procedures of the State Department of Education or its successor. Section 8. Subcirdination. The Agency• a obligation to JRake paysaents to the School District pursuant to this Aqreement shall not be deemed to ba a first pledqe ot t~.increment received by the Agency pursuant to Health.and Safety,~ode Saction.33670(b). The indebtedness ot the Aqenoy under· th~a,Aqr~ell).~nt shall be subordinate to any.pledge ot Tax Increment by the ... Aqency to·· l)ond or note holders or to the holder 0( any other instruments Of Agency indebtedness; provided, however, that the Agency shall, ·prior to issuance· of any such indebtedn•as, obtain and provide to the school District an opinion ot an independent redevelopment or financial consultant that i~ ia not reasonably foreseeable that such indebtedness would impair the Aqency•s obligations to the School.District hereunder. Nothinq in miacpldqa\78503aq.2\1028\sr 9 .t: .. ,. _;_1 156 " this Aqreeu.ent shall ba const~ed to.give the School District the ri9ht.to approve Agency indebtedness. ·-s~Ot:ion '· Pocumaritatiqn. . . A~ Aqanft DaCJlm•aj;atign •. The Agency shall annually document for the pr~or 7 seal Year the following: · · . . 1. Th• total amount ot Tax Increment revenues generated by . the "Project Aieca; 2 • 'l'he total amount of that portion of the Tax Increment retained by the A9ency; and 3. 'l'ha amount of that portion of the Tax Increment paid by the Aqenoy to the School Distrlct·pursuant to this Acjreemant. e. s911~0~ ,District. Doeumentation. The school District shall ·annually daCW11ent· tor the prior Fiscal Year every expenditure of Tax Increment received from the Aqency at any time pursuant to thia Aqraemant and the purpose thereof. ·. Section 10. Agency Duty to File. Nothing in this Aqreement shall relieve the Agency· of the obligation to tile a statement of Indebtedness pursuant to ·section 33675. Section 11. · Im;:m. Termination. This Aqreement shall become effective and shall be operative as provided.in Section 28 hereof and ·shall remain in full force and ~tfect dur.ing the term ot 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 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 ot 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 Litiqotion. The parties recognize the existence·of ·various lawsuits that have been tiled in the Ventura county Superior Court chal_langing the validity of the Plan. 'l'he tollowinq lawsu~ts, in which the School District has. tiled cross- complaints and which have been consolidated into the lower nwabared . case, are currently pending: Ventura county Community College pist. X· All Interesteci Persons. et ·al. , Ventura County Superior· Court case No. 107569; County of Ventura. et al. y~ City of Moomark. et Al.&., Ventura C~unty Superior Court Case .No. 108128. In addition, mi1cpld91\7850laq.2\1028\1r 10 157 ., the tollovinq lawsuit is currently. pending: Moorcork Mosquito Abatejpent District y. City ot Moorpark,· et al. , Ventura . County superior court caaa· No. 111351.. The parti•• racoqn~~··"that pursµant to s~c;tion 865 ~f the California Co4~ ot civil Procedure, ~ ;:·_;.::~ all~' three lawsuit• must be consolidated for purpose• o~ enterincl one''.' judqm~t · r~aolvinq all validation challenges to the Plan. Cor.UJaquently, upon ~acution of. -this Agreement, th• parties agree that any and all procea4inq•, cla~iaa, and causes of ·action ariainq -out of the cross-complaints in Ventura·co\inty superior ct;nirt·casa Hos. 19756?.and .108128 relatin9 to the validity of Ordinance Ho. 110 ·and the Plan shall be suspended pending re111ol1,1tion ·ot th• complaints in Ventura County · superior court Case Hoa. 107569, 1oa12e and 111.351. · section 14.. Execution of· Stipulations. -The parties aqrea that concurrently with the execution. of this Aqraemant;· they will · execute the stipulation and Order for Extension of.Time in the form attached hereto as Exhibit "B• and the St~pulation For Judqment PUrsuant to Terms ot Settlement in the form attached hare~o aa Exh!bit nc•. Once thla Aqreement becomes effecti~at. the City· and the .Aqency shall forthwith file the stipulations with the Ventura County superior Court, and the parties shall duly axacuta such other documents ·as may be necessary to have the order issued in a timely manner and to have the judqment entered at the time prescribed by Section 26 hereof.. In the event the City and/or Agency seek to judicially validate this Aqreement prior .to entry of jud911ent,. the School District aqrees ·on behalf ot itsel~ and its elected and appointed ott icers and employees not to f !le any re~ponsa or otherwise oppose any such validation action. Section 15. Aqenc;y•s Release·. Except as expressly provided in this Aqraement, the Aqency, on behalf of itself and its elected and · ·appointed officers, aqents, employees, attorneys, representatives, successors in interest and assigns, hereby releases and forever discharqes the School Oistrict and its elected ~nd ·appointed ·officers, agents, employees, attprnays, representatives, successors in interest and assiqns from any and al~ claims, causes of action, actions, damaqea, losses, .demands, accounts, reckonings, rights, debts, liabilities, obliqations, disputes and controversies, of every character.and kind, known or unknown, suspec~ed or unsuspected, existinq or continqent; latent or patent, asserted or not.yet asserted, which the Aqency may now OWJ'.l or .hold ·or at.any time owned or held, or shall hereafter-own or hold, arising out of, or in a·ny way connected . with, any taet, matter, or thin9 whatsoever.occurrinq ~hat is in any way related to adoption of the Plan or to Ventura county superior Court Case Nos. 107434, ·107~69 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, miaepldq•\78503ag.2\l028\ar 11 158 suoceaaors in inter••t and· asai9na, hereby releases and forever dil!lchargea tha Schqol . D.J,strict and it• · al~cted .and appointed oftic~·~ aqenta, employe~a, attorneya, r~p~_ea~nta~ivea,. ~ucoeaaora iri. intereat and aaa!qns trOlll any an4 . a~.l.;.C~l!l.l,111,S; : causes· ot action; &Ct!Qn& I daJli&i88 I 108888 I demands·, aCCOWltS I . reCJconirigS I riqhta I debts, liabil ties, obliqations, diliputa .. and· .·co,itrovaraiea, ... o~ every chataoter. and' kind, . knovn or. unknown, SWlpected or unsuspected, mcistinq or continqent, latent o~ patent, a•aerted or not yet asserted, which the City may now own or hold o~ at any time owned or held, .or shall hereafter own or. hold,. ai:-~si~q.out·ot, or in any way connected with·, any fact, matter, or thinq·whataoever occ::urrinq that is in any way related .to the ·CLdoption of the. Plan or to Ventura County superior Court Casa Nos. 107434, 107569 and 108128. . SeCtion 17. School Distrlct'• s Reieasea·. Except. as expressly provided in this Aqreemant, the School District, on behal,f of itself and its elected ~nd appointed officers, aqenta, employee•, attorneys, representatives, successors in interest and as8iCJJ19, hereby releases and torever discharges the city and the Agency and their a~ected and appointed ot t icers, agents, · enployaes, attorneys, representatives, successors in interest· and assiqna fr~m any and all claims, causes of ·action, actions, .damaqes, losses, demands, accounts, reckoninqs, riqhts, debts, liabilities, obliqationa, disputes and controversies, of every character and kind, known or ~nown, suspected or unsuspected, existinq 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 heraatt~ own or bold, arisinq out of, or irt any way connected with; any fact, matter, or thinq ~hatsoever 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, 10-7569 and 108128. Section 18 •. Legal Effect -General Releases. Tha i>.arties to tl)is Agreement .hereby acknowledge and expressly waive th• provisions of California Civil Code section 1542. That sect.ion states: A general release does not extend to claims which the creditor does not know or suspect to exist in bis favor at the time of executinq the r~laase, .which if .known by him must have materially affected his settl,eme11t with the debtor. §eotlon 19. Agreement Defines Obligation: The .City shall have no financial obligation or !~ability 'pursuant to thia A~eement, except as specifically provided herein. The Agency shall have no tinancial obligation or liability pursuant to this Aqreement, except as specifically provided in this Agreement. miacpldqs\7850Jaq.2\1028\ar 12 159 saCtion 20. Books and Records. Each party. •'1all make ita ~oka and records reqardin9 the ·amount, receipt, paym~t· and use of. Tax r~~~ta. ·available to. th8 qthar par1;;iea. at the facility Where th•. b90JC9·:::0r ·recqrds are kept· in the ordinary cour~e of buaineaa within thirty ('3'0) days o.f receivinq written notification to review or audit aaid r•corcla. :" . . . · • " .t.'. .... : . •. . .•. Section ai,. Amandl!lenta. Thia Aqraement may only be modi~ied or amended in a··. wr!~j.nq signed, by all . the parties to this A t ' .. ··.!I",... . . ' ' qreamen • :· . . . : .. ;, · . . . . : . · seCtion 22. Notices Required By Tbis Agreemint. Any notice or other vritin9 to b• ·qiven pursuant to this Aqreement sJiall be delivmrad by personal service or. by deposit in th• united Stataa mail; .. certified or registered, return receipt raqueated, w-ith poataqa prepaid, and ad~esaad to the p~rty for whom intended as .follows: TO: City Of Moorpark 799 Moorpark Avenue Mooq>ark, CA 93021 Attn: city Manaqar TO: Redevelopment Agency of the City of Moorpark 799 Moorpark Ayenue Moorpark, CA ~3021 Attn: Executive Director TO: Moorpark Unified School District JO Flory Avenue Moorpark, ·cA 93021 Attn: District Superintendent Any party may, tram time to time, by written notice to the other, designate a ditrerent address which shall be substituted tor the one abdve specified. Notices and other writings shall be daemad delivered ·upon receipt by personal service or upon depo•it in the United States mail. §action 23. Attorney's Fees. If any party commences litiqation aqainst any other party for the purpose of detenaininq or entorcinq its riqhts under this Agreement, or the judCJlllent entered pursuant to Section 26 hereof, the prevailinq party shall miacpldgs\7850lag.2\l028\ar 13 160 .· ba entitled to receive from the losing party reasonable attorney's fees, .in an amount determined by the. court, together with costs reason~b.ly .inc:urred in prosecuting or defendinq the aqtion • . section 24. Complete Agreement. This· Agreement constitutes the· _entfre, complete and final expression of the aqreement between the parties." . . . $action 25. Joint Drafting. This Aqreement 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 orcaused it to be prepared. Section 26. Aareement as Stipulation. The parties aqree that this Aqreement constitutea· a stipulation settling. the ·cross- complaints in· Ventura County Superior Court Casa Nos. 107569 and 108128, pursuant to Section 664.6 of the Code of civil Procedure, and t!lat upon resolution of all three lawsuits described in Section 13 hereof, any party to this Aqreement 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 iZ· Execution In Triplicate Counterparts. This Aqreementmay be executed. in triplicate counterparts, each· of which shall lJ8 deemed to be an oriqinal, and all of which, taken together, shall be deemed to be one and the same instrument. section 28. 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, the Aqency, 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:~~ ecre£acy miscpldgs\7850Jag.2\l028\sr 14 161 ATTEST:· By: ATTEST: miacpldqs\7850Jag.2\1028\ar 15 CITY OF MOORPARK . By:<li~4' Mayor . · . . MOORPARK UNIFIED SCHOOL DISTRICT By: President ~ .. :· .. ·: ·:. ~ 162 EXHIBIT "A" MOORPARK UHIFIED SCHOOL DISTRICT RUOLUTIOR·NO.· 1988-H-B• · . . REQOESTING ALLocATIQN.or;.:az6Bvn.oPMmrl' RBVBJflJES . . _ ... ~ •·" ..• : • -·----:.~·~,·.. . .• 1 Thl• R••olutlon 1• adopted .,Ur•uant to irealtii'.·and s"ar.ety COd• Section 33676. The Governin9 Board of th• ll0orpark Unified iachool.-Diatrict eleata to be allocatecll ln acld1.t1on ·to the p0rtion .of· ta~•• allocated to· th• Diatr ct pur1uant to. 1ubdivlaion C•> of Section 33670, a11 or any portion ot~th•. tax·revenue• allocated to the Avenoy pur1uant to subdlv~aion (b) of Section 33670 attributable to one or botb of the ~ollovln91 a) b) Increa••• ln the rate of tax lmpo1ed for the benefit of the taxing agencr which levy occur II. after th .• tax year in which the ord uncli adopting the redevelopent plan. ·become• effective. ·. · . · · Increases in the as•eaaed value·of.the taxable property in the red~velor.•nt project_are1a,_ as the aasessed value la eatabl •hed by the a1ae•8Jile_.t roll laat · · equalised prior to the effective date of the ordinance adopting the redeveloi-ent plan, purauant to 1ubdiviaion (a) of Section 33670, which are, or otherwise woul~ be, calculated annually pursuant to subdivision (f) of Section 110.1 of ·the R•venue and Taxation Code. Passed ·and adopted by the Governing Board of the Moorpark Onif ied School piatrict on June 20, 1989, by the following votes AYES 4 NOES 0 ABSENT 1 MOORPARK UNIFIED SCHOOL DISTIUCT BRD/res-redev/c 163 I "i AMENDMBNT NO. 1 AGRSEMBNT umsSN m MOOBPARK WPf.Bo · ·~ sCHQQL DISTRICT.· nm RBDBVELOPMBN'f AGBNCX'or .THB•CITY .Qp MOORPARK AND TUB CITY or .. 'MOOR-PARK ma. . •. THB DISTRisqr+oH· OP TAX INCBBMBNT ·FQNDS FROM TUB MOORPARK REPBWLQPMBHT PRQJBC'f. 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 funds1 and WBERBAS, Section 5 of said Agreement provided for the Agency to contribute $750, 000 toward the cost of a new School District Maintenance facility; and· WHBRBAS, 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.• 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 WHSREAS, 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 THEREFORE, both parties to the Agreement .do herewith agree as follows: 164 } . . SBCTION 1. Paragraph two of Agreement, , .•P'.Unding ol Maintenance amended to-!.:·read .. aa folloW& a ·:':;·~·< .. ' .. ~<.·.-·.··~!J.'.l;·:·· .. -.·. . > .. ·. · ..... -,. Section Facility- .· . \ 5 of .the shall be. •The · Ageney . shall ... pay the· $750' ooo to the School District n0 ·later .tbii.n August 6, · ·1999. ~ SECTION :l .. ·. Tiu.a-:~ ~t .; shall become effective upon.approval by. the ~iea to the·Agr8e~t. CITY OP' MOORPARK . CY Scptem1>1.:t_,·8...., • .._19._.9.,.9 __ _ Date ATTEST: :J:>~ S, 'i:{p#-,Jl, Agency secreta August 2 4, t 999- . Date A'ITBST: 165 EXHIBIT ''2'' To Memorandum of Understanding 166 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 § 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"). Jn 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 fom1er Agency calculated the 2% payments in accordance with the methodology used by the Ventura -l - 1692019vl 167 County Auditor-Controller for payments under fom1er 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 x l 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 oflaw, the former Agency was dissolved and the Successor Agency came into being as the successor entity to the fom1er Agency. On February l, 2012, by operation oflaw and pursuant to Health & Safety Code § 34l83(a)(1 ), 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 34 l 83(a)( l ). A true and correct copy of said MOU is attached hereto as Exhibit "2" and is incorporated here by this reforence. 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 168 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 Agencv'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 \vritten 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 ]aches, or any other statutory or equitable time (collectively "statutes oflimitations") 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 169 8. MUSD Release of Claims Against Successor Agencv and Citv. Upon the Effective Date and except with respect to enforcement of the tem1s 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 KNO\VN BY HIM OR HER MUST HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.'' MUSD -4- 170 11. Successor Agencv 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 tem1 of this Agreement. -5- 16920J9vl 171 15. Entire Agreement. This Agreement, including the Exhibits incorporated herein hy 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 beh·veen 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 Panies, 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 \Vi th 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. Severabilitv. Should any provision of this Agreement be declared or detennined 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. Attomevs' 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 172 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 he signed in counterparts and the executed counterparts shall together fonn 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: ----------- Maureen Benson, Secretary Dated: ----------- Attest: ------------ Maureen Benson, City Clerk Dated: ----------- Attest: ----------- Secretary J6920J9vl 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- 173 EXHIBIT "1" To Settlement and Release Agreement 174 .• AGRIEHEHT BETWEEN TUB.MQQRPARIS QNIPIED SCHOQL DISTBIC'l'. THI BIQByBLOPHEHT A<iENCX or THI C?tt or.MOORPARK AHP TRl~~xn.or HOORPAU tQB DISTBIBJJTIQB OF tAX··· Ii@i:eMEta. PUNQS FBOH 'l1JB ·HOQ8PARIC RIPIDLQ2JIBNl' ·e80JBc:r . • .. -. . Thi• AGRDlO!:H'l' (•Agr•~t") i• made and entered iJJto thi• ·.·. .. -:' 26th day ot · Janwary. , . 1993 by and between the Redevelopment Agency ot the City o'f Moc)rpuk (the "Agency•) ,··the City of Moorpark (the •city•) and th._ Ko6rpark Unitied School Diatriat (th• "School :· Di•trict•). WITlfESSml sact!on 1. Recital& •. Thi• Aqreement 111 made and entered into with reapect to the fo-llowinq tacts·: A. Th• city certified the "Final Environmental' Iapaat Raport tor th• Moorpark Redevelopment Plan• ("Plan BIR") by. tb• adoption ot Resolution No. 89-!57!5 on June 21, 1989; and B. The City, pursuant to calirornia community Jl~evalopment Law (California Healtb & safety Code section JJOOO et seq.: "Act•), enacted Ordinance No. 110 on July 5, 1989, which approved and adopted the "Redevelopment Plan tor the Moorpark Redevelopment Project• (•Plan"); and c. Pursuant to the. Act, the Aqancy is charged witb tha responaibility ot implement!n9 the Plan as to the real properties which are subject to.the Plan ("Project Area"); and D~ .Pursuant to Article XV4, Section 16 at the Qali~ornia constitution, Section 33670 of the Act and the Plan, a portion ot the ad valorem property taxes levied each y~ar on increase• in the a·asesaed value of properties within the Project Area. above .the swa ot the assessed values for the Project Area as ·shown on the 1988-89 equalized aaaeasment roll will be allac~ted and paid to the Agency to pay the'prinoipal.and interest on loans, monies advanced to or indebtedness (whether · tunded, refunded, assumed or otherwise) incurred by the Agency to t i:nance or rat inance, in whole or in part, redevelopment ot the Project Area ·("Tax Increment Financing•); and E. PU.rauant to the Act and the provisions of the Plan, the Agency may pay to any affected taxinq agency, as dascr~ed in the Act, an· aaount ot money which in the Agency' a determination ia necessary and appropriate to allevi~te a claimed or actual siqilificant financial burden or detriment caused t:o such an affected t~inq agency by Tax Increment Financing; and F. The School District, as defined in Secti~n 33353.2 of the miacpld91\78503aq.2\1028\1r 1 175 Act, is on offeoted·taxinq oqency; and .. . :-~.a~·;;:.· The·: School-Di•trlct claima that the . effect of Tax Inci.lm.nt l'in~cinq wi.ll cause a· siqniticaht financial burden· or detriD~nt to School Di~trict; an~ ii. The SCbool. District ha• challenqed the validity' ot the P~an and tb• Pl~ Ja~ by t ilinq a lawaui t in the a~perior court tor t;h• Coutit:Y ot .V~n~a. en~itled Moorpark Unified Sgbopl District y. Mo<j?i:pork ,city CQUn9iL et ill. arid btuq:·ing_,p&se No. · 107434, which lawsuit waa 'disaisaed by the trial: court and the decision ot tha appe~lat• co~ affirming the diamisaal ts tinal1 and I. Th~ School District baa ~lso challenqed the validity ot th•. Plan and the Plan BU by tiling .a croaa..:.complaint in each ot two lawsuits tiled in the superior Court tor th-. County of Veiltura1 · yeiitura county Cgmmunity Collage .DistriCt· y. "All ·:(ntereated . Per19n1. •$al •. bearing-case No. 1075~?, ~nd County of Ventµra, et al. y. City Of MOorpark,. et al. bearinq Caae No. 108128,. which cases . have bean qonsolidated into the lower-number_ad case 1 and J, The School District, the·City and.the Agency now desire to reaolve and settle, tor all tiJna, all present, paat iand tutura controversies, claims, c~uaes ot. action, or purp"o;ted· oausea or action, differences or disputes, both real and potential, that the School District has, or claims to have, aqainst the City and.th$ Aqancy with reqard to the adoption of the Plan; and · K. 'l'ha lacjislative body of the School District has datermined·that the provisions of this Aqreemant provide a fair and equitable resolution ot the school District's claims in the lawsuits referenced in Sections l(H) and·l(I) hereof and that this Agreement will .adequately an~ equitably alleviate any future burden or detriment caused by the Plan. The School District intends that this Agreement will apply reqardless of whether or not the S9hoo1 District is a basic ~id district from time to time durinq the term ot this Agreement; and L. 'l'h• city council of the City and the Board ot the Agency have determined that the provisions of this Aqreement provide a fair and equitable resolution of the School District's claims in the lawsuits re~erenced in $actions l(H) and l(I) hereof and that this· Aqreement will adequat~ly and equitably alleviate .any future burden or detriment which the Plan may conceivably causa the School Dist~ict;, and . . . · .. ·: · .. ~--~. M. · The legislati.ve bodies of all o~ the parties hereto have determined that. the public interest, convenience and necessity require the execution and implementation of this Aqreement. Section 2. Definitions. The words and terms in this Aqreement, ~_nless a different meaning clearly appears from the miscpld9a\78503a9.2\l028\1r 2 176 ., context, shall have the meaninqs set forth as follows: .. A. -. 11 A0t" shall mean the Community Redavelopm~nt Law, Part 1 ot Division 24 ot th• Health ' Safety. Code (commanainq with section 33000); Additionallyi' :·all statutory· re~erences are to th• California ·aaalth 's~~ety Cocla unless.otharwi•• indicated. s. "Aqencyn shall mean tha Redevelopment Aqancy of the City. 4 .• _. • · c~. "Aa•aasmant Roll" shall mean th• 1988-89 aaseaament roll, which was the laat roll equalized prior t·o the ettactive date o~ City Ordinance No. 110 adoptinq the Plan, and ahall be u~ilized· aa the : base year asaeanent roll tor allocation of taxes tor the Project Ar~ pursuant _to section 33670.. · - o. •Bonatide Purctiaser• shall mean a purchaser in qood faith !or v~luable consideration and without notice. E. •city" shall mean the city of Mo6rpark. F. "Fiscal Year" shall mean the period from July 1 to and includinq the tollowinq .rUne JO. G. "Plan" shall mean the plan entitled "Redevelopment Plan for the Moorpark ·Redevelopment Project" which w.as adopted by the City by OrcUnonce No. 110 on July 5, 1989. H. "Project Area" ·shall mean that area included in Appendix A ot the Plan. . I,· "School District" shall mean the Moorpark Unified School District. J. "School District• s Share" sh~ll mean that portiori' ot the ad valoren property taxes which, pursuant to Section 33670(a), will continua to accrue to arid be allocated to the School Obtrict throuqhout the term ot the Plan from the frozen base assessed value ot the taxable property within the Project Area as. shown on the Assessment Roll • .K. "Tax Increment•• shall mean the School District's then current portion ot the ad valorem · property taxes, which is attributable to the one percent (lt) county-wide tax rate levied within the.project area. pursuant to California Constitution Artic).e XIIIA, section l(a), in excess of tl\e school District•s· Shara and the additional tax revenue that is allocated to the School District pursuant to Section 3 h•raot. (As of the data of this Aqreement, the School District's then current portion ot the one percent (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 one-hundredths percent ( 3 3 . 3 U) ot the aforesaid 1% mi•cpldgs\78503ag.2\1028\sr 3 177 county-wide tax rat•.) L. "'l'Wo p~cent (lt) pass through" shall mean the moni•• generated by th• application ot the inflation factor to ··th• aasaaaed valuation within the Project Area as provided in Rava.nue 'Ta~ation Section 5l(a)(2). Section·3. t§x Allocation to Schooi Distrigt, .. ·',: . . A:'· . The School District shall receive one hundred percent (lOOt) of th• ad· valoram 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 J inareasu in the ad valorem tax levy on z:ea). property above. the exiatinq levy.of one percent (1') ot the tull cash value of such property I prOVidad. 8.Qcti increased levy is fpr th& banarit or the School District and the School District receives the aana Fiscal Year 1991-1992 ~djusted prior year factor (."base factor") tor 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 attributable to such increased levy, except-that if the physical area of any tax rate area is modified, the adjUsted prior yaar toi: the first Fiscal Year following the creation o~ th• 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 Cod• section Sl(a) (2). and· based on the assessed value as .established bf. the Aaseasinent Roll, which i.s sometimes ref.erred to as the two percent (2t) pas~ tprouqh. The parties hereby declar~ this section of the Agreement is consistent with, and limited to, the election liade by the Sc.tJool District pursuant to paragraphs numbered "a)" and "b)" ot Resolution No. 1988-G9-84 adopted by the School District on JUne 20, 1989, .a copy of which is attached hereto as Exhibit "A", and that t!;La School District shall receive no payment ot ad valor811 property tax · revenues ether than as expressly provided by this section and Section 4 hereof . and as otherwise included in1 the School District's Share. · B. Nothinq in the provisio~s sat forth above in·subsection A of Section 3 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) the $750, ooo for the maintenance facility set forth in Section 5 of this Agreement. · c .. All ad valorem property tax revenues described in' Subsection A of Seqtion 3 shall be distributed hy the Aqency to the School Di•trict within thirty (30) days of actual·receipt by the Agency, provided that any such tax revenues that we~e r~ceived hut not distrlbuted by the Aqency prior to this Agreement beciominq operative pursuant to Section 28 hereof, and any interest earned thereon, shall be distributed to the School District within thirty mi•cpldg•\78503aq.2\1028\ar 4 . J·:. 178 (30) days of •aid. operative date. · section' . 4, · . · Ta* ~nc~iment P•YJ!lent :·'to:· :89ho91 ·,oi•trigt· •. commencdnq·in Fiscal Year 19.95'-96 and:continuin9.durtnq·th• ·balance of th• term ot. ~· Plan, '_.the Aqe~cy. sha.ll; diatribut;• _.th• Tax IncrQ.ent allocated. to·, and .. actuallY:teceiv9d~.by~ .. th'° A9!1D"1·within · · th~y (30) days ot teceipt •. such" distribution• •hall. CQ2111lerice with Pbcal Year 199!5-96; provided that th~s Aqraaant ha• become operative P:U'SUll:J\t to Section 28 h·areot .. p~_ior."-~o .that;-·date and shall. be aa· follows: · ;:· :. · " .' ~ ·· _ · -.;·" · : : . . (a) Fourteen percent (1••> ·ahall be paid to tha School' Distr~i:t; and. · . . (b) ·1i9hty-six percent (B6t) ·shall be retained by the Aqency. · · Said distributions to the School District .shall· be. expanded 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; J. Land acquisition; 4. Books·; and 5. School buildings and facilities and related capital improvements an.d modernization projects (collectively "public works"); such. public works may include desiqn, inspection and administration costs, but not School DistriP"t overhead or salary/benefits tor requiar. School District employees .. It the ·school District wishes to use any part of its distribution for an expenditure .that does not appear on tha .above list and/or at a school site not within the incorporated boundaries ot the City, the School District shall submi~ a written application (i.e. letter) to the Aqenoy for approval. The Aqency ahall make a d$Ci&1on to approve, approve·. in part, 'or reject the School District's application within thirty (30) days ot receipt of the application, or said application shall be deemed approved aa 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 miacpldga\18503ag.2\1028\ar 5 179 ah~ll have th• right ot firat use of ~ulti-purpoae and community . r09u, qymnasiUJIUI, . playtialds, tennis and baalcatball . court•, ,,, ·~ ~~\·tra~a,. •~iwiua dmd/or· o~er · indoor and . outdot;ir r~praa~ional · ":r facilities (collectively· referred· to ·as. "tacili;ies~ )-"'.located at the._.~it• ot· said public works, excepting' .that .. use for School District. mporisored activities shall ·have p~iority.-: 'l'h•.·C1.ty. and/or the Aqency •hall uae · ~i• ri9ht of ti.rat use ·in· canjunct:J.on with a speaitio intended use o~ apeoitia pro9J°am• : 'ni• City and/~ tha Ag~~cy·.~-right o.t first use of· such ~aciliti•• •hall be subordinate to·,_. the ·:Sohool·.Diatrict:•-. riqht ·to'. schedule any Schoal District apona.ored activity· at any facility~ In addition, the right ot first ua• by th• City and/or th". Aqency ~t the track and atadiua at Moorpark High School shall be subordinate .to the activities sponsored by the Moorpark Ati:.,letic community complex Foundation, . Inc. ("MA.CC") or its successor, provided. that said·•uceea•or is a calitornia non-profit coJ:P,oration and. the p\Jrpoae .ot said successor aa atatad 'in 1 ta Artie las· ot Incorporation does not exceed the purpose o~ MACC. as set fo~h in ~cc' s. -Articles. ot ~ncorporation as ot-.the date ot this Agreement. The City's · and/or the Aq~cy• s exercise. of its first uaa option shall be~ subject to th• requirement that the city· and/or the Aqanoy provide th• Schoel Diatrict with six ('6) months written notice. The School Diatrict•a right to preempt the City's and/or Agency's usa of facility ilu•t be exercised within ten (19) workinq days prior to tha date o~ ach-eduled uae by the City and/or Agency •. MACC's right ~o preempt the City• a alld/or the Agency's use of the track and stadium at Moorpark Hiqh School must be exercised within three months prior to tha date of s~eduled use by the city and/or tha Agency. Not less than fifteen (15) working days prior to.the data o~ its intended u•a, tba city and/or the Agency may, without penalty, notify. the School District in writing of .its cancellatio~ of the use of the facility. Any ·notice of cancellation that is given lass than fifteen (15) working days before the ·d~ta of intended use shall subject the City and/or the Agency to all teas that would have been incurred by the city and/or the Agency had the facility been used provic:led that no individual who, or entity that, ia subject to School District facility user. fees uses the facility during any portion of the time that was canceled by the C.ity and/or the Agency. In the event that· the tea paid by the individual or entity does not equal the tea that the city and/or the Agency would have paid but tor the cancellation, the city and/or the Agency shall pay the difference to the School District . . . · It is not ~e intent of .the School District and the City and/or tfie Acjency that the School District qive 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 tor in this Agreement. Any use of the facilities by the City and/or Agency shall be ·consistent with School District policy on use of facilities e~qept that the City and/or Aqency may initiate a right of·tirst use as set forth above. mi•cpldga\78503ag.2\1028\•r 6 180 .. . . section 4A. Tax Incrama·nt Limit. Th• parties aqre• that none ot ·the".. monie• paid to ~· School . Qi strict, ·a taxinq aqency, .. ·pur•11ant ·to this ACJ?'.eement or . to any other aff acted taxihq · aqanoy .·pursuant· to any. othudaqreement entered into by the city and/or the . Aq,ncy::purauant to section 33401 ot the Act shall be included in ·.-calaulatinq .. ~. · one Hundred· and. Eighty Hi.llion Dol:1ar ($1ao,ooo;ooo.oo) ·uximwa· total ta1«doll.ara that may .be allocated to the Acjenc:y. from ~e Project Area plirsuant tq section 33,70(b) of! ·'·~the :~ct,-; u described in Chapt~r 6, section 602, Paraqrapb 3, at ·::page· .31, ot the P.lan. The .parties further agree that ~· City ·and/or ·:Agency :· ~Y proceed to amend the Plan at any tima by inct"ea.ain9 the· Aqency' a maximum Tax Increment, to an amount not to exceecf.'l'hree Hundred and.Sixty Million Dollars ($3&0,000 1 000.00), tor the.purpe)•a of including all or any part of aaid monies paid ·to th• Sc!lOOl District and. the pther affected taxinq agenci•• in the calQlllip.~ion·ot the.Agency'• maximum Tax Increment pursuant ~o the ··Plan ao· that the amount the Agency will have available ·to spend ~or th~·pU.rpose ot. redevelopment of th~ Project Area pursuant to the Plan will total One Hundr.ed Eighty Million Dollar• ($180., 000,000 •. 00). The School District, for its~lf and its elected . and apJioint~d officers and employees, hereby wai~aa any riqht it may have to object administratively ~r judicially to such a Plan amend.me~t. Section 5. runding of Maintena.ncg Facility. The Ag41ncy 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 boundaries of the· Project Area. Said money shall be expended only for the desiqn and construction of the maintenance facility. In the event said ~esigh and construction costs of the maintel)ance 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) day~ after the S~h9ol District accepts the maintenance facility aa complete. The Agency &hall 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 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 date the School District issues the notice to proceed with constructlon pursuant to a constrtiction contract for the new School District maintenance facility. · · Section 6. Effect of State Financina. A. credit for Mandated Payments. If a future state legislative enactment or judicial determination relative to the property tax allocation system mlscpldg1\78503ag.2\1028\1r 7 181 -requh'.e• the Agency to ~· mandatory payment• to. tll• School D~11tri~t, th• amount~ ot such paYlllenta shall b9 applied and credited toward the amounts ot Tax .Increment.to be,di8t:.ributed to the SChool District by tha Agency ·-~ursuant to sacti9~ ~4;. h~~ot tor · aa lonq aa the·1e9ialativa enactment or judio~al de~eraination i• in tull force and affect. . B. Waiyet_ot.Tax Increment Distribution. Th• parties intend that payments to be·. made by the Aqency . to··. the $chool Di•trict pursuant· to· this Aqreement will.be available for uaa.a• additional fUnd• ot the School Diatrict. In the avant that any payment made to the School.District unc!er. this ,Agreement cau••• ( i). a reduction in payments to the School District tr011 th• S:tate ot caliiornia or ~ts political_subdiviaiona (referred to in this aubaection aa a "Reduction Evant") or "(ii) ·an obliqation ot the School District to make payments to the state ot Calito~ia or its political subdivisions (referred to in this subsection as a "Reimhurauent Evant"), thus deteatinq 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 ACJGl\cy ot. such event. · . 2. After conducting qood faith consultations with the Aqency, ·tha School District shall prepare an amendlia.ent to the Aqreament Which shall provide, to the fullest extent possible, that the intent of the parties set forth in this subsection is achieved. The Aqancy 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 . ot this Aqreement; - b. .the provisions of the amendnient are not contrary to the provisions or· Section 7 of this Aqreement; and c. the provision& of the amendment do not -Ci) adversely affect the amount or timinq of Tax Increment that the Agency will· retain after makinq payments to the School District ~nder . thi• A~eem•nt as so amended; (ii) create or increa11e any. statutory obligatiop of the Agency; or (iii) otherwise adversely atfect the financial position of the Aqency. J. If it is not possible to provide by an amendment .to this Agreement that the intent ot the parties be a~iev.i despite a Reduction Evant or a Reimbursement Event, then the amount otherwise payable by _the Aqency 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 miscpldqe\78503a9.2\1028\1r 8 182 I I i I th• School District would receive from the State of California or its politioai subdivisions would be redu~ed by ~eason·ot a. payment ~de by the Aqency to th• School . Di~trict pursuant to this Aqreamantf or·:.?( · · , ... ·. · ·· · ·:;·:<.,, · · b. . · in the ca•e ot a .~eJJU.>ui-semant ·Event, by· the amount '.'.· that the School Oilitrict would .. _,hav~ to pay .to ~· .state or .. ~t calitornia or its politicai subdivisions ~y reason of a payment made by the Aqancy to the School Diatript pursuant to this Agi;eement. · ,-. ~-. 4. If, at .a subsequent date, the Reduction : BVent or Raimburauent Event no lonqar applies to the School District, the School District shall so notify tha A«Jency in Writing and, on the first day'of the Fiscal Year that collJliencas immediately following receipt of the written notice by· the Agency, payments ·.due ·under this Aqreaaen~ tor that·new Fisc~l Year ·shall r•.swa•· · .. The ~otice s~ll have no retroactive effect and the ~ency shall have th• aole discretion to .determine how·'.· and when the Tax · XnCJ:'amant distributions· that were not distributed to the School · District pursuant to this.Section shall be.~xpended. . . :'·°;('· . ·. ·,. '. Section 7. Limitation on PB.Ym8nt. Notwithstandinq any other provisions ot this Agreement, no payments shall be made to the School Diatriot by the Aqency: A. Which would be contrary to.the provisions ot Health and safety Coda secti"on 33401 or wh~ch viol.ate any other provisions of the Act or the laws of the State o~ California; or e. 'rhe receipt of which would cause the School District to rebate· or transfer monies to.~ny other entity due to the S~ool District's expenditure limitations under }.rticle XIIIB ot the California Constitu~ion, as certified by the ·School DiQtrict pursuant to State law and the· r_equlations and. administrative procedures ot the State Department of Education or its succassor. Section s. subc)rdination. The Agency's obligation to make payments to the School District pursuant to this Aqreement shall not be deemed to be a f! irst pledqa ot tax. increment rece-i ved by the Agency pursuant to Health.and Safaty·~ode Section.33670(b). The indebtedness of the Agency under· th~s.Agre&~~nt shall be subordinate to any.pledge of Tax Increment by the~ Aqe·ncy to·· ))and or note holders or to the holder ot any other instruments of Agency indebtedness; provided, however, that the Agency shall, ·prior to issuance ot any such indebtedn•ss, obtain and provide to the School District an opinion ot 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 miacpldga\78503aq.2\102B\ar 9 183 .. this Agreenant shall be const~ed to.give the School District the ri9ht .to approve Agency indebtedness. ·.section 9. pocumentatiqn. A-. Aqonff Dgcwiientation •. 'l'he Agency shall annually document tor the pr,..or P seal Year the followinq: · · . . 1. Th• tot:al amount ct Tax· Increment revenues generated by . the ·proj act Area; · 2 • . 'l'he total amount ot that portion of tha Tax Increment retained by th• Aqency; and 3. The amount of that portion of the Tax Increment paid by the Aqency to tha School Diati:'ict·pursuant to this Aqreement. --·· B. Schooi, Dist;ict. DoCumeritation. The School District shall ·annually da0umant: tor the prior Fiscal Year every expenditure ot Tax Increment received tro11 the Acjency at any time pursuant to this Aqreemant and the purpose thereof. . Sect1cn.10. Agency OUtv to Fila. Nothing in this Aqreament shall relieve the Agency· ot the obligation to tile a statement ot :i:n~ebtedness pursuant to Section 33675. section 11. · %sUJB. 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 agreement ot all parties hereto, by operation of l.aw, · or pursuant to Section 12 hereof. Section 12. Assignments. No party shall have the riqht to assign it.a riqhts and/or. obligations under this Agreement. It there· is a unila.teral assignment by one or. more of the parties to this Agreement, the non-aasiqninq parties to this Agreement shall have the sole optiqn of terminating this Aqreement, which option must be exercised ·by all of the non-assiqninq parties in order tor tha tenination to be effective •. Section' 13. Other Litigation. The parties recoqnize the existence ot·various lawsuits that have ~en tiled in the Ventura County SUperior Court chal.langing the validity of the Plan. 'l'he following lawsuits, in which the School District has tiled croaa- complaints and which have been consolidated into the lower nUlllbared case, are currently pending: Ventura County Community College Dist. · X· All Interested Persons. et 81. , Ventura County Superior· Court case No. 107569; County of Ventura. et al. y. City of Moomark. et Ala., Ventura County Superior Court Case .No. 108128. In addition, miacpldga\78503&9.2\1028\•r 10 184 the follovinq ·lawsuit is currently. pendinq: Mgorpark Mosauito Abatejnant District y. city of Moorpark.· et al., Ventura. County supet~or Court ca ••. No •. · 111351.. The pa.rti•• recogn~~•."·tbat pura~ant. to s~c;tion 865 ~f the California Co4~ of civil Procad.ure, all~ three lawsuit• must be com~olidatad for purpo••• o~ entering one_;~ ju~gm~t .. resolvinq all validation challenge• ~o the Plan. CoJ)Sequently, upon ~~ecution of. this Aqreement, the pa.rtiea aqree that any and all prooe~inq•, clai,ma, and causes of action arising ·out of th• cross-complaint• in Ventura· colinty superio~ c~urt ·ca•• Noa. 19.756?.and .108128 relating to the validity of Ordinance Ho. 110 · and the Plan shall ba. suspended pending reaolution ·of the compiainta in Ventura County· superior court Casa Nos. 107569, 108128 and 111351. · section 14 •. Execution of · Stipulations. The parties agree that concurrently with tha execution. of this .Aqr~mant;· they will execute the stipulation and Order for Extension of Time in the form attached.hereto as Exhibit ns• and the St~pUlation For Jlldqment Pursuant to Terms of Settlement in the form attached hereto aa Exhlbit nc•. once this Aqreement become• eftectiva,, the City· and the Aqency shall forthwith ·tile the stipulations with the Ventura Co1lntr Superior Court, and the parties shall duly execute sueh other docunenta ·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 Aqreement prior .to entry of judqment,. the School District aqrees ·on behalf Of itself and its elected and appointed oft'icers and employees not to file any re~ponse or otherwise oppose any such validation action. Section 15. Agency·• Ei 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~qes the School District and its elected . and ·appointed ·officers, agents, employeas, att~rneys, representatives, successors in interest and asaiqns from any and all claims, causes of action, actions, damages, losses, .demands, aCCOUQtS I reckonings I right& t debts I liabilities I Obligation& I disputes and controversies, of every character.and kind, Jaiown or unknown, suspec~ed or. unsuspected, existing or contingent; 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 hoid, arising out of, or in a·ny way connected .with, any taet, matter, or thing whatsoever .occurrinq that is in any way related to adoption of the Plan or to Ventura County Superior Court Case Nos. 107434, ·107~69 and 108128. Section 16. City's Relea1e. Except as expressly provided in this Aqreement, the City, on behalf of itself and its elected and appoin~ed officers, agents, employees, attorneys, representatives, miacpldqa\7B503ag.2\l028\ar ll 185 succaaaora in interest and· asai9na, hereby release• and forever di-.charqa• · the Schqol D~atrict and . it• ·elected .and appointed offic.,r•~ a9ants, amploye~•, attorney•, .rap~e11~nta1;ivaa,. auccaaaor• i~. interaat and a1111!qn1,1 from any anq a~J}o~a~~•i·!·~ausu·o:t·aotlon~ acticma,: duia9es, losses, demands, accounts, ·raCkoniriqa, riqbts, debts, liabilities, obligations, dhputa• and·: ·controveraias, .. · ot . every character. and. kind, . known or·. unknown. . awipac;sud . or unsuspected, existing or contingent, latent o~ patent, a••ertlld or not yet aaaart8d, which the City may now own or .hold or at any time owned or held, . or shall hereafter own or. hold, .. aJ:'~ainq .out· ot, or in any way connected with·, any fact, matter, or thin'g' whatsoever ocourrinq that is in any way related .to the ·~doption of the. Plan or to Ventur• County SUperlor Court Casa· ~os. 107434, 107569 and 108128. . . . seCtion it. School District·, s Reieasea·. Except· aa expr•••ly provided in this Aqreement, the ·School District, on . behalf of itself and its elected ~nd appointed officers, agents, employees, attorneys, rapreaentati vea, successors in interest and assigns, hereby releases and torevar·discharges the City and the Aqency and their •l:ected and appoint~d officers, aq_enta, employees, attorneys, representatives, successors in interest· and assigns from any and all claims, causes of ·action, actions, .damaqes, leases~ demands, accounts, reckonings, rights, debts, 1iabi1 i ties, obliqations, disputes and controversies, of every character and kind, known Qr un~own, suspected or unsuspected, existinq 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 hereatte~ own or hold« ariainq out of,· or irt 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 ,. LSfgal Effect -General Releases. The parties to this Aqreement .hereby aqknowledqe and expressly waive the provisions of California civil Code section 1542. That sect.ion 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 executinq the r•lease, .~hich·it .known by him must have materially affected his settJ,eme~t with the debtor. section 19. Agreement Defines Obligation: The ·city shall have no flnancial obliqation or !~ability ·pursuant to this Acgeement, except as specifically provided herein. The Agency shall have no financial obligation or liability pursuant to this Aqreement·, except as specifically provided in this Agreement. mi•cpld9a\78503ag.2\1028\ar 12 186 .. Saetion 20. Books and Records. Each party shall make its b~oka and recot:da regardin9 the amount, receipt, paym'1it· and use ot. Tax I~,F~~ta. availabla to. the ~thar par1;.iea. at the taoility where the._ bt;>ou·::~or ~recqrds &ra kept-in the ordinary course ot business withiil thirty (3-0) days of recaivinq written notification to review or audit said · r•corda. r. . . · -_ · · _ . .. Section u.. Amendllents. This Aqraement may only be modiriad or amended in a< wrl,~inq signed, by al1 . the parties to this Aqreement. · \.:: · . · . ·, sa.ction· 22 •. Notices Required By This MreeMnt. Any notice or otber writing to be ·91ven pursuant to this Agreement •Jl•ll be delivered by per•onal service or: by deposit in the United Statu mail;. certified or reqistered, return receipt raquested, °"ith postaqe prepaid, and a~~esaed to tlie p~rty tor whom intended as follows: TO: city of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 Attn: City Manaqer TO: Redevelopment Agency of the City ot 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, desiqnate a ditterent address which shall be substituted tor the one ilbOva specitied. Notices and other writings shall be deemed delivered ·upon receipt by personal service or upon depo•it in the United States mail. §action 23. Attorney's Fees. I! any party commences litiqation against any other party for the purpose ~t determining or entorcinq its r iqhts under this Agreement, or the judqment entered pursuant to Section 26 hereof, the prevailinq party shall mlacpldgs\78503ag.2\l028\•r lJ 187 ,·· be entitled to receive from the losing party reasonable attorney's fees, .in ~ amount determined by the. court, together with costs reasonably incurred in prosecuting or defending the aQtion. . . ~ . . . . . Section 24. Complete Agreement. This· Agreement constitutes the·entfre, complete and t'inal expression of· the aqreement·batween the ·parties.· Section 25. Joint prattinq. This Aqreement 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 ba prepared. Section 26. Aareement as Stipulation. The parties. aqree that this Agreement constitutes· a stipulation settling . the · crosa- complaints in Ventura County Superior Court Case Nos. 107569 and 108128, pursuant to Section 664.6 ot the Code of Civil Procedure, and that upon resolution of all three lawsuits described in Section 13 hereof, any party to this Aqreement may move the Ventura County superior Court to enter judqment upon the cross-complaints in·case Nos. 107569 and 108128 pursuant to the terms of this Aqreem~nt. Section az. :Execution In Triplicate Counterparts. This Aqreement may be executed. in triplicate counterparts, each· ot which shall be deemed to be an original, and all ot which, taken toqether, shall be deemed to be one and the same instrument. Section 28. Effectiye.and Operative Dates. The effective date ·or this Aqreement 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, the C 1 ty, and the School District have entered into this Aqreement as of the date first above written. REDEVELOPMENT AGENCY OF THE ::~a.FM~~~ Chairma ATTEST: By:~~ ecretary miscpldqs\7850Jaq.2\l028\ar 14 188 I ... · . ATTEST: By: ATTEST: ~iecpld9e\78503ag.2\1028\sr 15 CITY OF MOORPARK By: c:li~w.:jc Mayor . . . MOORPARK UNIFIED SCHOOL DISTRICT By: s~11~ President ~ -· .·,.·· -.; ... 189 EXHIBIT "A" 'l'hl• R••olutlon 1• adopted piJrauant ·to· treiltt;'and safety Cod• Section 33171. '.l'be Governing Boa·rd of the M0orpark Unified 8c:hoo1. Dia tr let elect• to be allocated, ln a441Uon ·to the. p0rtlon ,of· t•~•• allocated to the Diatrlct pur8uant to. aubc!lvlaion I•) of Section 33670, a11 or any portion ot:tb•. tax·revenue• allocated to the Ag9ncy paraaant to mubdlvJaion (b) of Section 33570 attributable to one or both of tbe·~ollovin91 •> b) Inarea••• in the rate of ta. ~mpo•~~ for the be~efit of the taxing agencJ which levy occur• af t•r the tax year ln which the ord nance adopting the redevel~piaent plan. beaomea effective. · · Increa8es in the·aaaeaaed value·of the taxable property in the red,velopment l'roject. area~~-•• the aase1aed value la eatabllahed by th• aaaeaame~t roll laat · equalised prior to the effective date of the ordinance adopting the redevelopment plan, purauant to •ubdiviaion (a) of Section 33570, which are, or otherwise would be, calculated annually pursuant to aubdivlalon (f) of Section 110.1 of ·the Revenue and Taxation Code. Passed ·and adopted by the Governing Board of the Moorpark Onif ied School piatrlct on June 20, 1989, by the following votes AYES 4 NOES 0 ABSENT 1 MOORPARK UNIFIED SCHOOL Disn1cr BRD/rea-redev I c 190 ©©{P)W. AMENDMENT NO. l AGRBEMBNT QBTWBEN THB . MOORPARK UNIFI-$'-: SCHOOL -DISTRICT.-m RBDBVELOPHBNT AGBNCX-· or .m .. cITY -or MOORPARK AND TUB -CITY or .. MQQiPMx ~ . ·-THE DISTBIBtrr:J:OH . OP TAX INCBBMENT . FQNDS FR.OM THB MOORPARK RBDEVBLQPMBNT PROJBCT. 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 WHBRBAS, 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 (Ei) months after the' sale of the property of the Casey Road site where the existing School District maintenance facility is located to a Bonaf ide 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~• 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 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: ··":· 191 \ J SBCTION 1. Paragraph two of Agreement, , .. •P'w:lding of Maintenance amende~. :tarie.ad.:as.· followp: • · · : .. ·. . " :r~-~-4~·~·:-·::·:~.~.~ ·:·· -.. ·.· . . .. :· .. -... . · ... · . Section Facility- . . ' 5 of .the shall be. ·~e · ~eney,. __ shall _pay the· $750~ ooo to. the School District ncf later than August 6, · ·1g99, ~ SECTIQN 3 .. ··. · This.< ~dment·~·shall become effective upon approval by. the par~ies to the Agree~t. CITY OF MOORPARK CY SaptcmJlu_.·a ...... .__..19 .... 9_2 __ _ Date ATTBST: ::D&4S.~ Agency secreta August 24, l 999- . Date ATTEST: 192 EXHIBIT "2" To Settlement and Release Agreement 193 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 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 "1" 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 ofredevelopment agencies and the formation of successor entities to the former agencies. -1- I 692024vl 194 G. On February 1, 2012, by operation of law, the fonner Agency was dissolved and the Successor Agency came into being as the successor entity to the former Agency. On February l, 2012, by operation of law and pursuant to Health & Safety Code§ 34183(a)(l) ("Section 34I83(a)(1 )"), 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 Dolir.ika 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: I. 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 Jaw. -2- 1692024vl 195 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 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 MUSD's percentage share of the gross ad valorem real property truces 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 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 $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 196 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 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 dee lared or detennined 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 197 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 198 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. Dated: ----------- 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 199 EXHIBIT ''3'' To Memorandum of Understanding 200 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 AV of$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.) 1692024v I FY 2009-10 6,864,776 2,265,376 1,288,039 425,053 257,645 682,698 201