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ARA1993-25RESOLUTION NO. AR~93-25 A RESOLUTION OF THE ANAHEIM REDEVELOPMENT AGENCY AUTHORIZING EXECUTION OF AGREEMENTS BY AND AMONG THE ANAHEIM REDEVELOPMENT AGENCY AND TAXING ENTITIES AFFECTED BY THE PROPOSED REDEVELOPMENT PLAN FOR THE COMMERCIAL/INDUSTRIAL REDEVELOPMENT PROJECT WHEREAS, the Anaheim Community Redevelopment Commission (the "Commission") has properly noticed and scheduled a joint public hearing with the City Council of the City of Anaheim (the "Council") and the Anaheim Redevelopment Agency (the "Agency") to consider the proposed Redevelopment Plan for the Commercial/Industrial Project Area (the "Project"); and WHEREAS, the Plan includes provisions for tax increment financing; and WHEREAS, based upon information presented on behalf of the affected taxing entities (the "taxing entities"), it appears that the Plan, if approved, may cause a financial burden or detriment to the taxing entities and that certain payments are necessary to alleviate such financial burden or detriment pursuant to Section 33401 of the California Community Redevelopment Law (CCRL); and WHEREAS, the taxing entities are scheduling, or have scheduled, for approval certain tax sharing agreements, the terms and conditions in substantially the same form as set forth in the attached agreements by and between the Anaheim Redevelopment Agency and the County sanitation District No. 3 (Attachment A), the Orange County Vector Control District (Attachment B), the Orange County Water District (Attachment C), the North Orange County Community College District (Attachment D), the Orange County Superintendent of Schools (Attachment E), and the Anaheim Union High School District (Attachment F), and incorporated herein by reference and which provide for certain payments to the taxing entities, which payments will alleviate any adverse fiscal impact on the taxing entities resulting from the Plan. NOW THEREFORE, BE IT RESOLVED by the Anaheim Redevelopment Agency as follows: 1. The Agency finds that, if approved, the Plan may cause a financial burden to the taxing entities and that the payments as are provided for in the attached agreements are necessary to alleviate the financial burden or detriment of the taxing entities identified therein. F:\DOCS\DEVSVCS'~LETFERS\BHL1119A. DOC 2. the Agency hereby approves the terms and conditions set forth in the agreements, provided that the Executive Director of the Agency is hereby authorized to make such revisions, modifications or additions, all in conformance with the form and substance of the agreements, as are necessary to cause the execution of such Agreements by the taxing entities and to execute on behalf of the Agency such agreements. PASSED, APPROVED AND ADOPTED on this 30 day of November, 1993. ATTEST: SECRETARY F:XBO2SXDEVSVCSXLETTERSYBHL 1119A. DOC STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, Secretary of the Anaheim Redevelopment Agency, do hereby certify that the foregoing Resolution No. ARA93-25 was passed and adopted at a regular meeting of the Anaheim Redevelopment Agency held on the 30th day of November, 1993, by the following vote of the members thereof: AYES: AGENCY MEMBERS: Feldhaus, Simpson, Pickler, Hunter, Daly NOES: AGENCY MEMBERS: None ABSENT: AGENCY MEMBERS: None AND I FURTHER CERTIFY that the Chairman of the Anaheim Redevelopment Agency signed said Resolution No. ARA93-25 on the 1st day of December, 1993. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of December, 1993. SECRETARY OF THE ANAHEIM REDEVELOPMENT AGENCY (SEAL) Aq?TACHHENqP AGREEMENT BY AND BETWEEN THE COUNTY SANITATION DISTRICT NO. 2 AND THE ANAHEIM REDEVELOPMENT AGENCY CONCERNING THE PROPOSED COMMERCIAL/INDUSTRIAL REDEVELOPMENT PROJECT THIS AGREEMENT (this "Agreement") is entered into on the day of , 1993 (the "Effective Date"), by and between COUNTY SANITATION DISTRICT NO. 2 OF ORANGE COUNTY, CALIFORNIA (the "District"), and the ANAHEIM REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency"). RECITALS A. The Agency is a redevelopment agency existing pursuant to the provisions of the California Community Redevelopment Law (California Health and Safety Code Section 33000, et seq.) which has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Anaheim (the "City Council"). B. The Agency is presently pt'ocessing a Redevelopment Plan (the "Plan") for the proposed Commercial/Industrial Redevelopment Project (the "Project'). C. The proposed Plan contair~'s provisions authorizing the allocation to the Agency of property tax revenues derived from property located within the Redevelopment Project Area pursuant to California Health and Safety (.'ode Section 33670(b). D. The District is an affected taxing entity, as defined in Section 33353.2 of the Health and Safety Code, which has gener:tl purpose and special bonded indebtedness ad valorem property taxes levied on its behalf by the County of Orange on certain areas which, in the event an ordinance were approved adopting the Plan, would be included in the Redevelopment Project Area. E. Section 33401 of the Health and Safety Code authorizes the Agency to pay an affected taxing entity with territory within the Redevelopment Project Area that amount of money which the Agency determines is appropriate to alleviate the financial burden or detriment caused such entity by the Plan. F. The Agency has found and determined that, in the event that the Plan is adopted, it would be appropriate to alleviate that fi~tancial burden or detriment caused to the District by the Plan by paying to the District certain monies consistent with Section 1.2 of this Agreement, all in accordance with Section 33401 of the Health and Safety Code, to be used for the furthering of the District's facilities and services which benefit the Project and the community. G. The District and the Agency desire to resolve and settle, once and for all times, all present, past and future controversies, claims, causes of action or purported causes of action, differences or disputes, both real and poter~.tial, ensuing against the City of Anaheim ("City") and the Agency in relationship to the Project artd the Plan. · NOW, TblEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties agree as follows: Section 1. Distribution of Tax Increment. 1.1 Definitions. For purposes of this Agreement, the following terms will have the stated definitions' (a) "Bonded Indebtedness",shall mean indebtedness incurred by the Agency for any bonds, notes, interim certificates, debentures, certificates of participation or other obligations issued by the Agency as it deeras necessary or appropriate in implementation and for the furtherance of the Plan pursuant to Article 5 (commencing with Section 33640) of Chapter 6, Part 1 of the Community Redevelopment I.aw. (b) "County" m~mns the County of Orange, California. (c) "District's Share" shall mean that portion of Tax Increment allocated to and received by the Agency pursuant to Health and Safety Code Section 33670Co) resulting from the general purpose tax levy of the District that, had the Plan not been adopted, would be allocated and paid to the District from the Redevelopment Project Area for the benefit of the District's General Fund, as computed by the County Auditor-Controller, in accordance with the applicable provisions of the California Revenue and Taxation Code. (d) the following June 30. "Fiscal Year" shall mean the period from July 1 to and including (e) "Ordinance" shall mean the ordinance approving the Plan. (f) "Redevelopment Project Area" means the property within the boundaries of the proposed Commercial/Industrial Redevelopment Project. (g) "Tax Increment" shall mean that portion of ad valorem property taxes resulting from the increase in assessed valuation over the 1993-1994 base year assessed valuation, which tax revenues are allocated and paid to the Agency pursuant to California Health and Safety Code Section 33670Co) from th,: Redevelopment Project Area in accordance with the Plan. Tax Increment shall refer to those lx~xes collected as a result of the one percent (1%) levy allowed under Article XIIIA of the Califo[nia Constitution. The following shall not be deemed to be Tax Increment for the purposes of this Agreement: (1) The amount the Agency is required to set aside for the purpose of low- to moderate-income housing pursuant to Health and Safety Code Section 33334.2, or a successor statute; and (2) The amount the Agency is required to pay to the County as the property tax administration fee pursuant to California Revenue and Taxation Code Se. ctions 97 and 97.5, or successor statutes; and (3) The amount the Agency is required to pay into the Educational Revenue Augmentation Fund of the County pursuant to Health and Safety Code Section 33680 et seq., or successor statutes; and (4) Any amounts allocated to the Agency pursuant to Health and Safety Code Section 33670(b) which the Agency may be mandated to pay to another public entity and/or a statutorily created fund pursuant to actions of the California Legislature. (h) 'Term~ shall mean the period of time the Plan remains in effect. 1.2 Allocation of Tax Increment. Subject to the limitations of Sections 1.5 and 2.1 hereof, the District's Share of the Tax 'Increment (as del'reed above in Section 1.1) shall be allocated as provided in this Section 1.2: (a) For each Fiscal Year commencing in the tax year which begins after the January 1st next following the trm~smittal of the documents as required by Health and Safety Code Section 33375, the Agency shall pay to the District an amount equal to one hundred percent (100%) of the District's Share of the Tax Increment (as defined above in Section 1.1) (the ~Share Amount'). Payment to the District of the Share Amount shall be made within sixty (60) days after the first allocation and payment by the County Auditor-Controller to the Agency of Tax Increment pursuant to the Plan for the Fiscal Year for which such payment is due hereunder, provided that payments in relati~an to allotments received between July 1 and December 3! of any Fiscal Year shall be made no later than the following February 28, and that payments in relation to allotments received between January 1 and June 30 of any Fiscal Year shall be made no later than the following August 30. (b) Notwithstanding paragraph (a) above, if litigation of whatever form is filed by any person or entity challenging the Plan, the Environmental Impact Report prepared in connection therewith, the Ordinance, or any proceedings of the Agency or the City in connection therewith, then the Agency shall cause all amounts constituting the Share Amount to be held in a segregated account, administered by the Agency, for the period of such litigation and, provided that the adoption of the Plan is not set aside or annulled as the result of such litigation, the Agency shall pay all amounts held in such segregated account to the District upon the final and formal conclusion of such litigation. 1.3 Books and Records. The Agency shall, within sixty (60) days after receipt of written request from the District, make available to the District for review or audit its records or statements regarding the allocation and payment of Tax Increment to the Agency in accordance with the Plan pursuant to Health and Safety Code Section 33670(b). 1.4 Section 33676 Resolutions. The District certifies that it shall not request receipt of revenues pursuant to Sections 33676(a)(1) and 33676(a)(2) of the California Health and Safety Code and within sixty (60) days of executing this Agreement, the District will repeal the resolution, if any, adopted pursuant to Heal,da and Safety Code Section 33676(b) regarding the Plan. 1.5 p.ayments Subject to Indebtedness. Payments by the Agency to the Districts pursuant to Section 1.2 of this Agreement are subject to the conditions and limitations set forth in this Section 1.5: (a) The Agency':; obligation under this Agreement to make payments to the Districts is deemed to constitute an "indebtedness' within the meaning of California Health and Safety Code Sections 33670 and 33675.. · (b) Except as set forth herein, the Agency's obligation to make payments hereunder shall be limited to Tax Increment from the Redevelopment Project Area which is actually received and retained by the Agency. In no way shall the Agency be liable for such obligations from any other revenues. The City shall have no financial obligation or any other obligations by virtue of this Agreement, and shall not be responsible for the discharge of obligations of the Agency herein. (c) It is understood that certain mounts of the taxes allocated to the Agency pursuant to Section 33670 of the California Health and Safety Code must be set aside by the Agency in special funds to service bonded indebtedness and to meet the Agency's obligation under Health and Safety Code Section 33334.2, or a successor statute. It is also understood that certain amounts of the tmxes allocated to the Agency pursuant to Section 33670 of the Health and Safety Code must be paid by the Agency to the County and the Educational Revenue Augmentation Fund pursuant to California Revenue and Taxation Code Sections 97 and 97.5 and Health and Safety Code Section 33680 et seq., respectively, or successor statutes. The Agency's obligation to make the payments to the District pursuant to Section 1.2 hereof is and shall be first subject to and junior and subordinate to Bonded Indebtedness, to the Agency's obligations under Health and Safety Code Section 33334.2, or a successor statute, and to the Agency's obligations pursuant to Revenue and Taxation Code Se,:tions 97 and 97.5 and Health and Safety Code Section 33680 et seq., or successor statutes. (d) The parties understand that future legislative changes made to Health and Safety Code Sections 33334.2 and/or 33680, et seq., or other sections of the Community Redevelopment Law, may incrtmse or decrease the net amount of Tax Increment which is available to the Agency and which is payable to the District hereunder, and the parties agree that no such statutory changes shall entitle the parties to modify or terminate this Agreement, or to seek a change in the definition of Tax Increment or in the tax sharing formula set forth in this Agreement. Subject to Section 2.1 of this Agreement, it is further understood by the parties that certain additional amounts of the taxes allocated to the Agency pursuant to Section 33670 of the California Health and Safety (,'ode may be required to be set aside or paid to affected taxing entities, particularly school districts and community college districts, to meet legislative requirements which may be imp(~sed on some or all redevelopment agencies pursuant to currently existing, proposed or subsequznt legislation. The parties understand that such potential legislative changes to the Community Redevelopment Law may increase or decrease the net amount of Tax Increment which is available to the Agency and thus available for phyment to the District hereunder. Subject to the right:; of the District and/or the Agency to terminate this Agreement pursuant to Section 2.1 hereof and to the extent the parties elect to proceed hereunder, the full amount, if any, paid by the Agency pursuant to any mandatory payment to or for the benefit of the District due to legislative requirements each year shall be credited to the Agency and offset and deducted from the mounts due by the Agency to the District pursuant to Section 1.2 hereof, or alternatively, in any year if no payments by the Agency to the District are mandated by legislative requirements due to the form or exceptions of this Agreement, the full amount excepted shall be included within ~ahe amount of available Tax Increment for the payment by the Agency to the District required by Section 1.2' hereof. (e) Subject to paragraph (c) of this Section 1.5, the Agency agrees to size any future Bonded Indebtedness in such a way that sufficient funds will be available to satisfy its obligations to the District pursu:mt to this Agreement. Subject to paragraph (f) of this Section 1.5, if, during any Fiscal Year, the Agency is unable to pay the full amount due and owing to the District pursuant to this Agreement, the full amount of such deficit shall be paid by the Agency to the District pursuant to this Section 1.5 in the following Fiscal Year. The parties agree that this deferral is necessary to accomplish the purposes of the Plan at an earlier time than would otherwise be the case in that such deferral would allow for issuance of bonds with a higher principal amount. Nothing in this Agreen~ent shall be construed to give the District the right to approve any Agency indebtedness, including, without limitation, Bonded Indebtedness. (f) The Agency may incur a deficit and defer payment to the District pursuant to this Agreement for a maximu~n of three (3) years, at which time the Agency shall pay the District the full amount due of such deferred Tax Increment together with interest at a rate equal to the average coupon rate of the bonds to which the deferred amount payable to the District is subordinate. The District may request from time to time that the Agency, in connection with the Agency's election to issue and sell bonds secured by Tax Increment from the Redevelopment Project Area under the PI:m, include in the sizing of the bond issuance an amount to be secured by the Tax Increment payable to the District pursuant to Section 1.2 of this Agreement. Such request by the District shall be subject in all respects to the Agency's full discretion to determine the amount of the bond issue, maturity, interest rates and all other material terms. The Agency agrees to consider in good faith such request and endeavor to include such amount in the bond issuance. In the event bonds are issued pursuant to this paragraph, the Agency shall pay to the District, upon receipt, that portion of the bond proceeds which is secured by the Tax Increment payable to the District pursuant to Section 1.2 hereof (as reduced by the pro rata costs of issuance, reserve funds and all other amounts allocable to that portion of the bond issuance secured by the Tax Increment). To the extent of such payment, the Agency's obligation pursuant to Section 1.2 hereof to pay Tax Increment shall be fully satisfied. The District shall evidence in writing, to lhe satisfaction of Agency's bond counsel, its consent to the terms of the issuance and the extingui::;hment of the Agency's obligation to pay the corresponding Tax Increment. The District acknowledges that numerous laws, restrictions and regulations apply to the issuance of bonds and if bonds are issued pursuant to this paragraph and the Tax Increment is included in the issuance, then the District agrees to comply with all requirements that Agency's bond counsel ,may deem applicable in its judgment, including, without limitation, all applicable federal tax and security law requirements and all other applica.ble requirements of state and federal law. (g) Notwithstanding the other provisions of this Section 1.5, no payment shall be made by the Agency in any Fiscal Year pursuant to this Agreement if such payment would impair any contract, obligation to service Bonded Indebtedness or any other existing obligation entered into by the Agency prior to the execution of this Agreement. (h) Notwithstanding any other provisions of this Agreement to the contrary, the Agency's obligation to make payments to the District under this Agreement in any single Fiscal Year shall not: (i) exceed the amount of Tax Increment which would have been received by the District if all the Tax Increment from the Redevelopment Project Area had been allocated to all the affected taxing agencie:i without rdgard to the division of taxes required by Health and Safety Code Section 33670; (ii) violate the expenditure limitation under Article XIIIB of the California Constitution; or (iii) be contrary to any provision of the laws of the State of California. (i) No paymenB shall be made by the Agency to the District, either from Tax Increment or from any other so~arce of funds, except as expressly set forth in Sections 1.2 and 1.5 of this Agreement. (j) The District shall indemnify, defend and hold harmless the Agency, the City and their respective officers, employees, representatives and agents from any and all claims, liabilities and causes of action asserted by any third party against the Agency or the City by reason of the Agency's payment of funds in the manner described in Section 1.2 of this Agreement. 1.6 Use of Funds. The. monies paid to the District pursuant to Section 1.2 of this Agreement shall be used within the City for lawful purposes of the District which will be of benefit to the Project. The District agree2; that all such monies shall be held in The District's general fund until used for the construction, operation, and maintenance of facilities, structures, equipment and apparatus of benefit to the Project. Upon written request by the Agency, the District shall promptly provide without charge to the Agency a written statement accounting for the expenditure of monies received pursuant to this Agreement. Section 2. Administration. 2.1 Effective Date and Term. This Agreement shall become effective upon the date of execution of this Agreement by the Agency (the "Effective Date") and shall remain in effect until all Agency debts are paid pursuant to this Agreement, or until the limit for incurring indebtedness as stated in the Plan expires, whichever event occurs last. Notwithstanding the foregoing, this Agreement shall terminate automatically and be of no further force or effect in the event the City fails to adopt the Plan on or before December 31, 1993, or the adoption of the Plan should be set aside or annulled as the result of litigation. If as a result of the terms and conditions of this Agreement any department of the State of California, the State of California Legislature, or a court of law imposes restrictions, conditions, penalties, mandatory payments by the Agency to taxing entities, or any other conditions or requirements, which in any way adversely affects the normal, accepted, and standard revenue sources and accounting practices and amount of revenues with regards' to the financing of services and facilities of the District as provided for by the Community Redevelopment Law or otherwise by the State of California, then at the sole discretion of the District this Agreement shall be terminated and be of no other further force or effect and thereafter be renegotiated between the District and the Agency. If any department of the Sutte of California, the State of California Legislature, or a court of law imposes restrictions, conditions, penalties, statutory requirements, mandatory payments to taxing entities or any other requirements which in any way adversely affects the current method of tax increment allocation and/or thereby the amount of tax increment payable to and/or expendable by the Agency for non-mandated purposes under the Plan, and/or the amount of tax increment allocable to the Agency to pay the District, and/or the amount of funds to be set aside or mandated to be paid to or expended for taxing entities as provided for by the Community Redevelopment Law or otherwise by the State of California, then at the sole discretion of the Agency this Agreement shall be terminated and be of no other further force or effect and thereafter be renegotiated between the District and the Agency. In clarification of the foregoing two paragraphs, in the event the Agency or the District in their respective discretionary acts terminate this Agreement or a court modifies the Plan as described in the second paragraph of this Section 2.1, the Agency and the District agree each is obligated to negotiate in good faith toward an amended or new pass-through contract, which contract provides reasonably remaining financial benefit to the District, and reasonably equivalent remaining tax increment funds allocable and paid to and/or retained and expendable by the Agency in relation to the legislative requirements and circumstances at the time of such renegotiations, ail in full compliance with the Community Redevelopment Law and ail other applicable laws. 2.2 Severability. If after this Agreement is executed, the State of California enacts laws or policies in conflict with all or any portion of this Agreement, the Agency and the District may mutually agree to excuse perfOrmance of all or any portion of this Agreement by the Agency or the District. In the event any section or portion of this Agreement shall be held, found or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties thereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 2.3 Notice. The District certifies to the Agency that it has received all notices, written or published, that are required by the Community Redevelopment Law to be provided during the process leading to the adoption of the Plan, and the District hereby waives any and all legal rights it may have to conlest the Plan, or the Environmental Impact Report prepared in connection therewith, due to a failure to receive any statutorily required notice. 2.4 Release and Covenant Not to Sue or Challenge Plan. The District releases the City and the Agency from any and all ,:laims or causes of action, and covenant and agrees print.:7505 113361 [12621.43 and irrevocably binds the District and its ~)fficers, employees, agents and representatives forever at no time or place to commence or participate in or prosecute any actions on account of any claim or causes of action, whether past, present or future, arising out of the City's and the Agency's adoption of the Plan, or the Cigt's or the Agency's lawful activities in implementation of and pursuant to the Plan. The District agrees that neither the District, nor its officers, employees, agents or representatives at the expense, direction, recormnendation or encouragement of the District, shall file or participate in opposition to the Agency or the City in any challenge attacking or otherwise questioning (i) the 'validity of the Plan, or (ii) the adoption or approval of the Plan, or (iii) any of the findings, detemfinations, or filings previously made by the Agency or the City Council in connection with the Plan, or (iv) the implementation of the Plan, or (v) any of its supporting documentation including, without limitation, any Environmental Impact Report prepared for the Plan in connection with the actions set forth in paragraphs (i) through (v) above. The District furthermore agrees that neither the District, nor its officers, employees, agents or representatives at the expense, direction, l'ecommend~ition or encouragement of the District, shall file or participate in opposition in any challenge to any zoning changes, general plan amendments, conditional use permits, or any other specific development applications within the Redevelopment Project Area proceeding through the entitlement process of the City and/or the Agency pursuant to the Plan. The District acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claixns which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." The District hereby waives and relinquishes all rights and benefits which the District may have under Section 1542 of ~he California Civil Code. 2.5 Entire Agreement. This Agreement constitutes the entire, complete and final expression of the agreement between the parties and any changes, modifications or amendments thereto shall be legally bindh~g and effective only upon duly executed written amendment hereto. 13161 B2621.43 ~ IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. COUNTY SANITATION DISTRICT NO. 2 OF ORANGE COUNTY, CALIFORNIA By: Chairman APPROVED AS TO FORM: By: Secretary 'DISTRICT' Thomas L. Woodruff, General Counsel ANAHEIM REDEVELOPMENT AGENCY a public body corporate and politic ATTEST: By: Chairman 'AGENCY' Agency Secretary APPROVED AS TO FORM: Stradling, Yocca, Carlson & Rauth, Agency Special Counsel ~'UaL:7505_l [ 336[ B2621.43 9 A'I"i'ACi1NENT " AGREEMENT BY AND BETWEEN THE ORANGE COUNTY VECTOR CONTROL DISTRICT AND THE ANAHEIM REDEVELOPMENT AGENCY CONCERNING THE PROPOSED COMMERCI~/INDUSTRIAL REDEVt;LOPMENT PROJECT THIS AGREEMENT (this "Agreement") is entered into on the day of , 1993 (the "Effective Date"), by and between the ORANGE COUNTY VECTOR CONTROL DISTRICT, a public agency (the "District"), and the ANAHEIM REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency"). RECITALS A. The Agency is a redevelopment agency existing pursuant to the provisions of the California Community Redevelopment Law (California Health and Safety Code Section 33000, et seq.) which has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Anaheim (the "City Council"). B. The Agency is presently processing a Redevelopment Plan (the "Plan") for the proposed Commercial/Industrial Redevelopment Project (the "Project"). C. The proposed Plan contai~s provisions authorizing the allocation to the Agency of property tax revenues derived from prop~:rty located within the Redevelopment Project Area pursuant to California Health and Safety Code Section 33670(b). D. The District is an affected taxing entity, as defined in Section 33353.2 of the Health and Safety Code, which has general purpose ad valorem property taxes levied on its behalf by the County of Orange on certain areas which, in the event an ordinance were approved adopting the Plan, would be included witlnin the Redevelopment Project Area. E. Section 33401 of the Health and Safety Code authorizes the Agency to pay an affected taxing entity with territory withi~l the Redevelopment Project Area that amount of money which the Agency determines is appropriate to alleviate the financial burden or detriment caused such entity by the Plan. F. The Agency has found and determined that, in the event that the Plan is adopted, it would be appropriate to alleviate that financial burden or detriment caused to the District by the Plan by paying to the District certain monies consistent with Section 1.2 of this Agreement, all in accordance with Section 33401 of the Health and Safety Code. G. The District and the Agency desire to resolve and settle, once and for all times, all present, past and future controversies, claims, causes of action or purported causes of action, differences or disputes, both real and potential, ensuing against the City of Anaheim (the "City") and the Agency in relationship to the Project and the Plan. NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties agree as follows' Section 1. Distribution of Tax Increment. 1.1 Definitions. For purposes of this Agreement, the following terms will have the stated definitions' (a) "Bonded Indebtedness" shall mean indebtedness incurred by the Agency for any bonds, notes, interim certificates, debentures, certificates of participation or other obligations issued by the Agency as it deems necessary or appropriate in implementation and for the furtherance of the Plan pursuant to Article 5 (commencing with Section 33640) of Chapter 6, Part 1 of the Community Redevelopment I.aw. (b) "County" re,runs the County of Orange, California. (c) "District's Share" shall mean that portion of Tax Increment allocated to and received by the Agency pttrsuant to Health and Safety Code Section 33670(b) resulting from the general purpose tax levy of the District that, had the Plan not been adopted, would be allocated and paid to the District from the Redevelopment Project Area for the benefit of the District's General Fund, as computed by the County Auditor-Controller, in accordance with the applicable provisions of the California Revenue and Taxation Code. (d) the following June 30. "Fiscal Year" shall mean the period from July 1 to and including (e) "Ordinance" shall mean the ordinance approving the Plan. (f) "Redevelopment Project Area" means the property within the boundaries of the proposed Commercial/Industrial Redevelopment Project. (g) "Tax Increment" shall mean that portion of ad valorem property taxes resulting from the increase in assess¢:d valuation over the 1993-1994 base year assessed valuation, which tax revenues are allocated and paid to the Agency pursuant to California Health and Safety Code Section 33670(b) from the Redevelopment Project Area in accordance with the Plan. Tax Increment shall refer to those taxes collected as a result of the one percent (1%) levy allowed under Article XIIIA of the California Constitution. The following shall not be deemed to be Tax Increment for the purposes of this Agreement: (I) The mnount the Agency is required to set aside for the purpose of low- to moderate-income housing pursuant to Health and Safety Code Section 33334.2, or a successor statute; and (2) The amount the Agency is required to pay to the County as the property tm,( administration fee pursuant to California Revenue and Taxation Code Sections 97 and 97.5, or successor statutes; and PUlaL:7503_I [3361 B2621.43 2 (3) The ~mount the Agency is required to pay into the Educational Revenue Augmentation Fund of the County pursuant to Health and Safety Code Section 33680 et seq., or successor statutes; and · (4) Any mounts allocated to the Agency pursuant to Health and Safety Code Section 33670(b) which rite Agency may be mandated to pay to another public entity and/or a statutorily created fund pursuant to actions of the California Legislature. (h) "Term" shall mean the period of time the Plan remains in effect. 1.2 Allocation of Tax Increment. Subject to the limitations of Sections 1.5 and 2.1 hereof, the District's Share of the Tax Increment (as defined above in Section 1.1) shall be allocated as provided in this Section 1.2: (a) For each Fiscal Year commencing in the tax year which begins after the January 1st next following the transmittal of the documents as required by Health and Safety Code Section 33375, the Agency shall pay to the District an amount equal to one hundred percent (100%) of the District's Share of the Tax Increment (as defined above in Section 1.1) (the "District Amount"). Payment to the District of the District Amount shall be made within sixty (60) days after the first allocation and payment by the County Auditor-Controller to the Agency of Tax Increment pursuant to the Plan for the Fiscal Year for which such payment is due hereunder, provided that payments in relation to allotments received between July 1 and December 31 of any Fiscal Year shall be made no later than the following February 28, and that payments in relation to allotments received between January 1 and June 30 of any Fiscal Year shall be made no later than the following August 30. (b) Notwithstanding paragraph (a) above, if litigation of whatever form is filed by any person or entity challenging the Plan, the Environmental Impact Report prepared in connection therewith, the Ordinance, or any proceedings of the Agency or the City in connection therewith, then the Agency shall cause all mounts constituting the District Amount to be held in a segregated account, administered by the Agency, for the period of such litigation and, provided that the adoption of the Pla~ is not set aside or annulled as the result of such litigation, the Agency shall pay all amount:~ held in such segregated account to the District upon the final and formal conclusion of such litigation. 1.3 Books and Records. The Agency shall, within sixty (60) days after receipt of written request from the District, make available to the District for review or audit its records or statements regarding the allocation and payment of Tax Increment to the Agency in accordance with the Plan pursuant to Health and Safer.~, Code Section 33670(b). 1.4 Section 33676 Resolutions. The District certifies that it shall not request receipt of revenues pursuant to Sections 33676(a)(1) and 33676(a)(2) of the California Health and Safety Code and within sixty (60) days of executing this Agreement, the District will repeal the resolution, if any, that it has adopted pursuant to Health and Safety Code Section 33676(b) regarding the Plan. pum.:7503_11336[ B2621.43 3 1.5 ...Pa. yments Subject to Indebtedness. Payments by the Agency to the District pursuant to Section 1.2 of this Agreement are subject to the conditions and limitations set forth in this Section 1.5' · (a) The Agency's obligation under this Agreement to make payments to the District is deemed to constitute an ,ndebtedness within the meaning of California Health and Safety Code Sections 33670 and 33675. (b) Except as set forth herein, the Agency's obligation to make payments hereunder shall be limited to Tax Increment from the Redevelopment Project Area which is actually received and retained by the Agency. In no way shall the Agency be liable for such obligations from any other revenues. The City shall have no financial obligation or any other obligations by virtue of this Agreement, and shall not be responsible for the discharge of obligations of the Agency herein. , (c) It is understood that certain amounts of the taxes allocated to the Agency pursuant to Section 33670 of the California Health and Safety Code must be set aside by the Agency in special funds to service bonded indebtedness and to meet the Agency's obligation under Health and Safety Code Section 33334.2, or a successor statute. It is also understood that certain amounts of the taxes allocated to the Agency pursuant to Section 33670 of the Health and Safety Code must be paid by the Agency to the County and the Educational Revenue Augmentation Fund pursuant to California Revenue and Taxation Code Sections 97 and 97.5 and Health and Safety Code Section 33680 et 2'eq., respectively, or successor statutes. The Agency's obligation to make the payments to the District pursuant to Section 1.2 hereof is and shall be first subject to and junior and subordinate to Bt)nded Indebtedness, to the Agency's obligations under Health and Safety Code Section 33334.2, or a successor statute, and to the Agency's obligations pursuant to Revenue and Taxation Code Sections 97 and 97.5 and Health and Safety Code Section 33680 et seq., or successor statutes. (d) The parties understand that future legislative changes made to Health and Safety Code Sections 33334.2 and/or 33680, et seq., or other sections of the Community Redevelopment Law, may increase or decrease the net amount of Tax Increment which is available to the Agency and which is payable to the District hereunder, and the parties agree that no such statutory changes shall entitle the parties to modify or terminate this Agreement, or to seek a change in the definition of Tax Increment or in the tax sharing formula set forth in this Agreement. Subject to Section 2.1 of this Agreement, it is further understood by the parties that certain additional amounts of the taxes allocated to the Agency pursuant to Section 33670 of the California Health and Safety Code may be required to be set aside or paid to affected taxing entities, particularly school districts and community college districts, to meet legislative requirements which may be imposed on some or all redevelopment agencies pursuant to currently existing, proposed or subsequent legislation. The parties understand that such potential legislative changes to the Commt:nity Redevelopment Law may increase or decrease the net amount of Tax Increment which is available to the Agency and thus available for payment to the District hereunder. PtJBL:7503_113361 B2621.43 4 Subject to the right:; of the District and/or the Agency to terminate this Agreement pursuant to Section 2.1 hereof and to the extent the parties elect to proceed hereunder, the full amount, if any, paid b:/ the Agency pursuant to any mandatory payment to or for the benefit of the District due to legishtive requirements each year shall be credited to the Agency and offset and deducted from the amounts due by the Agency to the District pursuant to Section 1.2 hereof, or alternatively, in any year if no payments by the Agency to the District are mandated by legislative requirements due to the form or exceptions of this Agreement, the full amount excepted shall be included within the amount of available Tax Increment for the payment by the Agency to the District required by Section 1.2 hereof. (e) Subject to paragraph (c) of this Section 1.5, the Agency agrees to size any future Bonded Indebtedness in such a way that sufficient funds will be available to satisfy its obligations to the District pursuant to this Agreement. Subject to paragraph (f) of this Section 1.5, if, during any Fiscal Year, the Agency i~ unable to pay the full amount due and owing to the District pursuant to this Agreement, the full amount of such deficit shall be paid by the Agency to the District pursuant to this Section 1.5 in the following Fiscal Year. The parties agree that this deferral is necessary to accomplish the purposes of the Plan at an earlier time than would otherwise be the case in that such ~leferral would allow for issuance of bonds with a higher principal amount. Nothing in this Agreement shall be construed to give the District the right to approve any Agency indebtedness, including, without limitation, Bonded Indebtedness. (f) The Agency may incur a deficit and defer payment to the District pursuant to this Agreement for a maximmn of three (3) years, at which time the Agency shall pay the District the full amount due of such deferred Tax Increment together with interest at a rate equal to the average coupon rate of the bonds to which the deferred amount payable to the District is subordinate. The District may request from time to time that the Agency, in connection with the Agency's election to issue and sell bonds secured by Tax Increment from the Redevelopment Project Area under the Plan, include in the sizing of the bond issuance an amount to be secured by the Tax Increment payable to the District pursuant to Section 1.2 of this Agreement. Such request by the District shall be subject in all respects to the Agency's full discretion to determine the amount of the bond issue, maturity, interest rates and all other material terms. The Agency agrees to consider in good faith such request and endeavor to include such amount in the bond issuance In the event bonds are issued pursuant to this paragraph, the Agency shall pay to the District, upon receipt, that portion of the bond proceeds which is secured by the Tax Increment payable to the District pursuant to Section 1.2 hereof (as reduced by the pro rata costs of issuance, reserve funds and all other amounts allocable to that portion of the bond issuance secured by tl~e Tax Increment). To the extent of such payment, the Agency's obligation pursuant to Section 1.2 hereof to pay Tax Increment shall be fully satisfied. The District shall evidence in writing, to ~:he satisfaction of Agency's bond counsel, its consent to the terms of the issuance and the extinguishment of the Agency's obligation to pay the corresponding Tax Increment. The District acknowledges that numerous laws, restrictions and regulations apply to the issuance of bonds and if bonds are issued pursuant to this paragraph and the Tax Increment is included in the issuance, then the District agrees to comply with all requirements that Agency's bond counsel may deem applicable in its judgment, including, without limitation, all applicable federal tax and security law requirements and all other applicable requirements of state and federal law. PUBL:7503_I i 3361 B2621,43 (g) Notwithstanding the other provisions of this Section 1.5, no payment shall be made by the Agency in any Fiscal Year pursuant to this Agreement if such payment would impair any contract, obligation to service Bonded Indebtedness or any (lther existing obligation entered into by the Agency prior to the execution of this Agreement. (h) Notwithstanding any other provisions of this Agreement to the contrary, the Agency's obligation to make payments to the District under this Agreement in any single Fiscal Year shall not: (i) exceed the amount of Tax Increment which would have been received by the District if all the Tax Increment from the Redevelopment Project Area had been allocated to all the affected taxing agencies without regard to the division of taxes required by Health and Safety Code Section 33670; (ii) violate the expenditure limitation under Article XIIIB of the California Constitution; or (iii) be contrary to any provision of the laws of the State of California. (i) No paymenls shall be made by the Agency to the District, either from Tax Increment or from any other so~rce of funds, except as expressly set forth in Sections 1.2 and 1.5 of this Agreement. (j) The District shall indemnify, defend and hold harmless the Agency, the City and their respective officers, employees, representatives and agents from any and all claims, liabilities and causes of action asse:.rted by any third party against the Agency or the City by reason of the Agency's payment of funds in the manner described in Section 1.2 of this Agreement. 1.6 Use of Funds. The monies paid to the District pursuant to Section 1.2 of this Agreement shall be used for lawful District purposes which will be of benefit to the Redevelopment Project Area or any other redevelopment project areas adopted by the City. Upon written request by the Agency, the District shall promptly provide without charge to the Agency a written statement accounting for the expenditure of monies received pursuant to this Agreement. Section 2. Administration. 2.1 Effective Date and Term. This Agreement shall become effective upon the date of execution of this Agreement by the'. Agency (the "Effective Date") and shall remain in effect until all Agency debts are paid pursuant to this Agreement, or until the limit for incurring indebtedness as stated in the Plan expires, whichever event occurs last. Notwithstanding the foregoing, this Agreement shall terminate automatically and be of no further force or effect in the event the City fails to adopt the Plan on or before December 31, 1993, or the adoption of the Plan should be set aside or annulled as the: result of litigation. If as a result of the terms and conditions of this Agreement any department of the State or' California, the State of California Legislature, or a court of law imposes restrictions, conditions, penalties, mandatory payments by the Agency to taxing entities, or any other conditions or requirements, which in any way adversely affects the normal, accepted, and standard revenue sources and accounting practices and amount of revenues with regards to the financing of services and facilities of the District as provided for by the Community ?UBL:7503_113361 B2621.43 6 Redevelopment Law or otherwise by the State of California, then at the sole discretion of the District this Agreement shall be terminated and be of no other further force or effect and thereafter be renegotiated between the District and the Agency. . If any department of the State of California, the State of California Legislature, or a court of law imposes restrictions, conditions, penalties, statutory requirements, mandatory payments to taxing entities or any other requirements which in any way adversely affects the current method of tax increment allocation and/or thereby the amount of tax increment payable to and/or expendable by the Agency for non-mandated purposes under the Plan, and/or the amount of tax increment allocable to the Agency to pay the District, and/or the amount of funds to be set aside or mandated to be paid to or expend{~ for taxing entities as provided for by the Community Redevelopment Law or otherwise by the State of California, then at the sole discretion of the Agency this Agreement shall be terminated and be of no other further force or effect and thereafter be renegotiated between the District and the,Agency. In clarification of the foregt)ing two paragraphs, in the event the Agency or the District in their respective discretionary acts terminate this Agreement or a court modifies the Plan as described in the second paragraph of this Section 2.1, the Agency and the District agree each is obligated to negotiate in good faith toward an amended or new pass-through contract, which contract provides reasonably remaining financial benefit to the District, and reasonably equivalent remaining tax increment funds ~.llocable and paid to and/or retained and expendable by the Agency in relation to the legislative re~luirements and circumstances at the time of such renegotiations, all in full compliance with the Community Redevelopment Law and all other applicable laws. 2.2 Severabilit¥. If after this Agreement is executed, the State of California enacts laws or policies in conflict with all or any portion of this Agreement, the Agency and the District may mutually agree to excuse performance of all or any portion of this Agreement by the Agency or the District. In the event any section or portion of this Agreement shall be held, found or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties thereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 2.3 Notice. The District certifies to the Agency that it has received all notices, written or published, that it are required by the Community Redevelopment Law to be provided during the process leading to the adoption of the Plan, and the District hereby waives any and all legal rights it may have to contest the Plan, or the Environmental Impact Report prepared in connection therewith, due to a failure to receive any statutorily required notice. 2.4 Release and Covenant Not to Sue or Challenge Plan. The District releases the City and the Agency from any and all claims or causes of action, and covenants and agrees and irrevocably binds itself and its officers, employees, agents and representatives forever at no time or place to commence or participate in or prosecute any actions on account of any claim or causes of action, whether past, present or future, arising out of the City's and the Agency's adoption of the Plan, or the City's or the Agency's lawful activities in implementation of and PUUL:7503-11336[B2621'43 7 pursuant to the Plan. The District agrees that neither it, nor its officers, employees, agents or representatives at the expense, direction, recommendation or encouragement of the District, shall file or participate in opposition to the Agency or the City in any challenge attacking or otherwise questioning (i) the validity of the Plan, or (ii) the adoption or approval of the Plan, or (iii) any of the findings, determinations, or filings previously made by the Agency or the City Council in connection with the Plan, or (iv) the implementation of the Plan, or (v) any of its supporting documentation including, without limitation, any Environmental Impact Report prepared for the Plan in connection with the actions set forth in paragraphs (i) through (v) above. The District furthermore agrees that neither it, nor its officers, employees, agents or represenh~ttives at the expense, direction, recommendation or encouragement of the District, shall file or participate in opposition in any challenge to any zoning changes, general plan amendments, conditional use permits, or any other specific developmem applications within the Redevelopment Project Area proceeding through the entitlement process, of the City and/or the Agency pursuant to the Plan. · The District acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. ~ The District hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code. 2.5 Entire Agreement. This Agreement constitutes the entire, complete and final expression of the agreement between the parties and any changes, modifications or amendments thereto shall be legally binding and effective only upon duly executed written amendment hereto. PtJBL:?503_11336[ B2621.43 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ORANGE COUNTY VECTOR CONTROL DISTRICT, a public agency ATTEST: By' President, Board of Trustees "DISTRICT" District Secretary APPROVED AS TO FORM: Alan Burns, District Counsel ATTEST: ANAHEIM REDEVELOPMENT AGENCY, a public body corporate and politic By' Chairman "AGENCY" Agency Secretary APPROVED AS TO FORM: Stradling, Yocca, Carlson & Rauth, Agency Special Counsel PUBL:7503_113361 B2621.43 9 ATTACt-tMENT "C" AGREEMENT BY AND BETWEEN THE ORANGE COUNTY' WATER DISTRICT AND TIIE ANAHEIM REDEVELOPMENT AGENCY CONCERNING THE PROPOSED COMMERCIAL/INDUSTRIAL RE, DEVELOPMENT PROJECT THIS AGREEMENT (this "Agreement") is entered into on the day of , 1993 (the "Effective Date"), by and between the ORANGE COUNTY WATER DISTRICT, a public agency (the "District"), and the ANAHEIM REDEVELOPMENT AGENCY, a public body corporate and pl)litic (the "Agency"). RECITALS A. The Agency is a redevelopment agency existing pursuant to the provisions of the California Com~nunity Redevelopment Law (California Health and Safety Code Section 33000, et seq.) which has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Anaheim (the "City Council"). B. The Agency is presently processing a Redevelopment Plan (the "Plan") for the proposed Commercial/Industrial Redevelopment Project (the "Project"). C. The proposed Plan contain:; provisions authorizing the allocation to the Agency of property tax revenues derived from property located within the Redevelopment Project Area pursuant to California Health and Safety (:ode Section 33670(b). D. The District is an affected taxing entity, as defined in Section 33353.2 of the Health and Safety Code, which has general purpose and special bonded indebtedness ad valorem property taxes levied on behalf of the Dislrict general fund and the Orange County Water District Water Reserve (collectively, the "District") by the County of Orange on certain areas which, in the event an ordinance were approved adopting the Plan, would be included within the Redevelopment Project Area. E. Section 33401 of the Health and Safety Code authorizes the Agency to pay an affected taxing entity with territory within the Redevelopment Project Area that amount of money which the Agency determines is appropriate to alleviate the financial burden or detriment caused such entity by the Plan. F. The Agency has found and determined that, in the event that the Plan is adopted, it would be appropriate to alleviate that fi~ancial burden or detriment caused to the District by the Plan by paying to the District certain monies consistent with Section 1.2 of this Agreement, all in accordance with Section 33401 of the Health and Safety Code. G. The District and the Agency desire to resolve and settle, once and for all times, all present, past and fi~ture controversies, claims, causes of action or purported causes of action, differences or disputes, both real and potential, ensuing against the City of Anaheim (the "City") and the Agency in relationship to the Project and the Plan. NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties agree as follows: · Section 1. Distribution of Tax Increment. 1.1 Definitions. For purposes of this Agreement, the following terms will have the stated definitions: (a) "Bonded Imlcbtedness" shall mean indebtedness incurred by the Agency for any bonds, notes, interim cerrificates, debentures, certificates of participation or other obligations issued by the Agency as it deems necessary or appropriate in implementation and for thc furtherance of the Plan pursuant to Article 5 (commencing with Section 33640) of Chapter 6, Part 1 of the Community Redevelopment l.aw. (b) "County" means the County of Orange, California. (c) "District's 5;hare" shall mean that portion of Tax Increment allocated to and received by the Agency pursuant to Health and Safety Code Section 33670(b) resulting from the general purpose tax levy of the District that, had the Plan not been adopted, would be allocated and paid to the Districl from the Redevelopment Project Area for the benefit of the District's General Fund, as computed by the County Auditor-Controller, in accordance with the applicable provisions of the California Revenue and Taxation Code. (d) the following June 30. "Fiscal Year" shall mean the period from. July 1 to and including (e) "Ordinance'~ shall mean the ordinance approving the Plan. (f) "Redevelopment Project Area" means the property within the boundaries of the proposed Commercial/htdustrial Redevelopment Project. (g) "Tax Increment" shall mean that portion of ad valoretn property taxes resulting from the increase in assessed valuation over the 1993-1994 base year assessed valuation, which tax revenues are allocated and paid to the Agency pursuant to California Health and Safety Code Section 33670(b) from the Redevelopment Project Area in accordance with the Plan. Tax Increment shall refer to those taxes collected as a result of the one percent (1%) levy allowed under Article XIIIA of the California Constitution. The following shall not be deemed to be Tax Increment for the purposes of this Agreement: (1) The amount the Agency is required to set aside for the purpose of low- to moderate-income hous}ng pursuant to Health and Safety Code Section 33334.2, or a successor statute; and (2) The amount the Agency is required to pay to the County as the property tax administration fee pursuant to California Revenue and Taxation Code Sections 97 and 97.5, or successor statutes; and Put~L:7501_113361 B2621.40 2 (3) The amount the Agency is required to pay into the Educational Revenue Augmentation Fund of the County pursuant to Health and Safety Code Section 33680 et seq., or successor statutes; and (4) Any amounts allocated to the Agency pursuant to Health and Safety Code Section 33670(b) which the Agency may be mandated to pay to another public entity and/or a statutorily created fund pursuant to actions of the California Legislature. (h) "Term" shall mean the period of time the Plan remains in effect. 1.2 Allocation of Tax Increment. Subject to the limitations of Sections 1.5 and 2.1 hereof, and the satisfaction of Section 2.5 hereof, the District's Share of the Tax Increment (as defined above in Section 1.1) shall be allocated as provided in this Section 1.2' (a) For each Fi:ical Year commencing in the tax year which begins six (6) years after the January 1st next following the transmittal of the documents as required by Health and Safety Code Section 33375, the Agency shall pay to the District an amount equal to one hundred percent (100%) of the District's Share of the Tax Increment (as defined above in Section 1.1) (the "District Amount"). Payment to the District of the District Amount shall be made within sixty (60) days after the first allocation and payment by the County Auditor- Controller to the Agency of Tax Increment pursuant to the Plan for the Fiscal Year for which such payment is due hereunder, provided that payments in relation to allotments received between July 1 and December 31 of any Fiscal Ye;tr shall be made no later than the following February 28, and that payments in relation to allotments received between January 1 and June 30 of any Fiscal Year shall be made no later than the following August 30. (b) Notwithstanding paragraph (a) above, if litigation of whatever form is filed by any person or entity challenging the Plan, the Environmental Impact Report prepared in connection therewith, the Ordinance, oz' any proceedings of the Agency or the City in connection therewith, then the Agency shall cause all amounts constituting the District Amount to be held in a segregated account, administered by the Agency, for the period of such litigation and, provided that the adoption of the Pla~ is not set aside or annulled as the result of such litigation, the Agency shall pay all amounls held in such segregated account to the District upon the final and formal conclusion of such litigation. 1.3 Books and Records. The Agency shall, within sixty (60) days after receipt of written request from the District, make available to the District for review or audit its records or statements regarding the allocation and payment of Tax Increment to the Agency in accordance with the Plan pursuant to Health and Safel:y Code Section 33670(b). 1.4 Section 33676 Resolutions. The District certifies that it shall not request receipt of revenues pursuant to Sections 3 ~676(a)(1) and 33676(a)(2) of the California Health and Safety Code and within sixty (60) days of executing this Agreement, the District will repeal the resolution, if any, that it has adopted pursuant to Health and Safety Code Section 33676(b) regarding the Plan. PUBL:7501_ 1 1336[ B2621.40 3 1.5 P'_ayments ~lubject to Indebtedness. Payments by the Agency to the District pursuant to Section 1.2 of this Agreement are subject to the conditions and limitations set forth in this Section 1.5: · (a) The Agency's obligation under this Agreement to make payments to the District is deemed to constitute an "indebtedness" within the meaning of California Health and Safety Code Sections 33670 and 3367.5. (b) Except as se:t forth herein, the Agency's obligation to make payments hereunder shall be limited to Tax Increment from the Redevelopment Project Area which is actually received and retained by the Agency. In no way shall the Agency be liable for such obligations from any other revenues. The City shall have no financial obligation or any other obligations by virtue of this Agreement, and shall not be responsible for the discharge of obligations of the Agency herein. (c) It is understood that certain amounts of the taxes allocated to the Agency pursuant to Section 33670 of the California Health and Safety Code must be set aside by the Agency in special funds to service bonded indebtedness and to meet the Agency's obligation under Health and Safety Code Section 33334.2, or a successor statute. It is also understood that certain amounts of the taxes allocated to the Agency pursuant to Section 33670 of the Health and Safety Code must be paid by the Agency to the County and the Educational Revenue Augmentation Fund pursuant to California Revenue and Taxation Code Sections 97 and 97.5 and Health and Safety Code Section 33680 et :;eq., respectively, or successor statutes. The Agency's obligation to make the payments to the District pursuant to Section 1.2 hereof is and shall be first subject to and junior and subordinate to Bonded Indebtedness, to the Agency's obligations under Health and Safety Code Section 33334.2, or a successor statute, and to the Agency's obligations pursuant to Revenue and Taxation Code Sections 97 and 97.5 and Health and Safety Code Section 33680 et seq., or successor statutes. (d) The parties understand that future legislative changes made to Health and Safety Code Sections 33334.2 and/or 33680, et seq., or other sections of the Colnmunity Redevelopment Law, may increase or decrease the net amount of Tax Increment which is available to the Agency and which is payable to the District hereunder, and the parties agree that no such statutory changes shall entitle the parties to modify or terminate this Agreement, or to seek a change in the de/inition of Tax Increment or in the tax sharing formula set forth in this Agreement. Subject to Section 2.1 of this Agreement, it is fi~rther understood by the parties that certain additional amounts of the taxes allocated to the Agency pursuant to Section 33670 of the California Health and Safety Code may be required to be set aside or paid to affected taxing entities, particularly school districts and community college districts, to meet legislative requirements which may be iml>osed on some or all redevelopment agencies pursuant to currently existing, proposed or subsequent legislation. The parties understand that such potential legislative changes to the Comn'n~nity Redevelopment Law may increase or decrease the net amount of Tax Increment which is available to the Agency and thus available for payment to the District hereunder. :7501_1 [3361 B2621.40 4 Subject to the right~, of the District and/or the Agency to terminate this Agreement pursuant to Section 2.1 hereof and to the extent the parties elect to proceed hereunder, the fl~ll amount, if any, paid by the Agency pursuant to any mandatory payment to or for the benefit of the District due to legislative requirements each year shall be credited .to the Agency and offset and deducted from the amounts due by the Agency to the District pursuant to Section 1.2 hereof, or alternatively, in any year if no payments by the Agency to the District are mandated by legislative requirements due 1o the form or exceptions of this Agreement, the full amount excepted shall be included within lhe amount of available Tax Increment for the payment by the Agency to the District required by Section 1.2 hereof. (e) Subject to paragraph (c) of this Section 1.5, the Agency agrees to size any future Bonded Indebtedness in such a way that sufficient funds will be available to satisfy its obligations to the District pursuant to this Agreement. Subject to paragraph (f) of this Section 1.5, if, during any Fiscal Year, the Agency is unable to pay the full amount due and owing to the District pursuant to this Agreement, the full amount of such deficit shall be paid by the Agency to the District pursuant to this Section 1.5 in the following Fiscal Year. The parties agree that this deferral is necessary to accomplish the purposes of the Plan at an earlier time than would otherwise be the case in that such deferral would allow for issuance of bonds with a higher principal amount. Nothing in this Agreement shall be construed to give the District the right to approve any Agency indebtedness, including, without limitation, Bonded Indebtedness. (f) The Agency may incur a deficit and defer payment to the District pursuant to this Agreement for a maximum of three (3) years, at which time the Agency shall pay the District the full amount due of such deferred Tax Increment together with interest at a rate equal to the average coupon rate of the bonds to which the deferred amount payable to the District is subordinate. The District may request from time to time that the Agency, in connection with the Agency's election to issue and sell bonds secured by Tax Increment from the Redevelopment Project Area under the Plan, include in the sizing of the bond issuance an amount to be secured by the Tax Increment payable to the District pursuant to Section 1.2 of this Agreement. Such request by the District :ihall be subject in all respects to the Agency's full discretion to determine the amount of the bond issue, maturity, interest rates and all other material terms. The Agency agrees to co~sider in good faith such request and endeavor to include such amount in the bond issuance. In the event bonds are issued pursuant to this paragraph, the Agency shall pay to the District, upon receipt, that portion of the bond proceeds which is secured by the Tax Increment pa~,able to the District pursuant to Section 1.2 hereof (as reduced by the pro rata costs of issuance, reserve fi~nds and all other amounts allocable to that portion of the bond issuance secured by the Tax Increment). To the extent of such payment, the Agency's obligation pursuant to Section 1.2 hereof to pay Tax Increment shall be fully satisfied. The District shall evidence in writing, to the satisfaction of Agency's bond counsel, its consent to the terms of the issuance and the extinguishment of the Agency's obligation to pay the corresponding Tax Increment. The District acknowledges that numerous laws, restrictions and regulations apply to the issuance of bonds and if bonds are issued pursuant to this paragraph and the Tax Increment is included in the issuance, then the District agrees to comply with all requirements that Agency's bond counsel may deem applicable in its judgment, including, without limitation, all applicable federal tax and st:curity law requirements and all other applicable requirements of state and federal law. ~,tJm.:7501_113361 B2621.40 5 (g) Notwithstanding the other provisions of this Section 1.5, no payment shall be made by the Agency in any Fiscal Year pursuant to this Agreement if such payment would impair any contract, oblig~tion to service Bonded Indebtedness or any other existing obligation entered into by the Agency prior to the execution of this Agreement.. (h) Notwithstanding any other provisions of this Agreement to the contrary, the Agency's obligation to make payments to the District under this Agreement in any single Fiscal Year shall not: (i) exceed the amount of Tax Increment which would have been received by the District if all the Tax Increment from the Redevelopment Project Area had been allocated to all the affected taxing agencies, without regard to the division of taxes required by Health and Safety Code Section 33670; (ii) violate the expenditure limitation under Article XIIIB of the California Constitution; or (iii) be contrary to any provision of the laws of the State of California. (i) No paymenls shall be made by the Agency to the District, either from Tax Increment or from any other sot~rce of funds, except as expressly set forth in Sections 1.2 and 1.5 of this Agreement. (j) The District shall indemnify, defend and hold harmless the Agency, the City and their respective officers, employees, representatives and agents from any and all claims, liabilities and causes of action asse. rted by any third party against the Agency or the City by reason of the Agency's payment of fimds in the manner described in Section 1.2 of this Agreement. 1.6 Use of Funds. The monies paid to the District pursuant to Section 1.2 of this Agreement shall be used within the City for lawful District purposes which will be of benefit to the City. Upon written request by the Agency, the District shall promptly provide without charge to the Agency a written statement ~tccounting for thc expenditure of monies received pursuant to this Agreement. Section 2. Administration. 2.1 Effective Date and Term. This Agreement shall become effective upon the date of execution of this Agreement by the Agency (the "Effective Date") and shall remain in effect until all Agency debts are paid pursuant to this Agreement, or until the limit for incurring indebtedness as stated in the Plan expires, whichever event occurs last. Notwithstanding the foregoing, this Agreement shall terminate automatically and be of no further force or effect in the event the City fails to adopt the Plan on or before December 31, 1993, or the adoption of the Plan should be set aside or annulled as thc result of litigation. If as a result of the terms and conditions of this Agreement any department of the State of California, the State of California Legislature, or a court of law imposes restrictions, conditions, penalties, mandatory payments by the Agency to taxing entities, or any other conditions or requirements, which in any way adversely affects the normal, accepted, and standard revenue sources and accounting l}ractices and amount of revenues with regards to the financing of services and facilities of the l)istrict as provided for by the Community Redevelopment Law or otherwise by the v otate of California, then at the sole discretion of the PUBL:7501_ 113361 B2021.40 6 District this Agreement shall be terminate{l and be of no other further force or effect and thereafter be renegotiated between the Dist:rict and the Agency. If any department of the State of California, the State of California Legislature, or a court of law imposes restrictions, conditions, penalties, statutory requirements, mandatory payments to taxing entities or any other requirements which in any way adversely affects the current method of tax increment allocation and/or thereby the amount of tax increment payable to and/or expendable by the Agency for non-mandated purposes under the Plan, and/or the amount of tax increment allocable to the Agency to pay the District, and/or the amount of funds to be set aside or mandated to be paid to or expended for taxing entities as provided for by the Community Redevelopment Law or otherwise by the State of California, then at the sole discretion of the Agency this Agreement shall be terminated and be of no other further force or effect and thereafter be renegotiated between the District and the Agency. In clarification of the foregoing two paragraphs, in the event the Agency or the District in their respective discretionary acts terminate this Agreement or a court modifies the Plan as described in the second paragraph of this Section 2.1, the Agency and the District agree each is obligated to negotiate in good faith toward an amended or new pass-through contract, which contract provides reasonably remaitfing financial benefit to the District, and reasonably equivalent remaining tax increment funds allocable and paid to and/or retained and expendable by the Agency in relation to the legislative requirements and circumstances at the time of such renegotiations, all in full compliance with the Community Redevelopment Law and all other applicable laws. 2.2 Severability. If after this Agreement is executed, the State of California enacts laws or policies in conflict with all or any portion of this Agreement, the Agency and the District may mutually agree to excuse performance of all or any portion of this Agreement by the Agency or the District. In the event any section or portion of this Agreement shall be held, found or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties thereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 2.3 Notice. The District certifies to the Agency that it has received all notices, written or published, that it are rt,,quired by the Community Redevelopment Law to be provided during the process leading to the adoption of the Plan, and the District hereby waives any and all legal rights it may have to co~test the Plan, or the Environmental Impact Report prepared in connection therewith, due to a failure to receive any statutorily required notice. 2.4 Release and Covenant Not to ;Sue or Challenge Plan. Tl~e District releases the City and the Agency from any and all claims or causes of action, and covenants and agrees and irrevocably binds itself and its officer'i, employees, agents and representatives forever at no time or place to commence or participate in or prosecute any actions on account of any claim or causes of action, whether past, present or future, arising out of the City's and the Agency's adoption of the Plan, or the City's or the Agency's lawful activities in implementation of and pursuant to the Plan. The District agrees that neither it, nor its officers, employees, agents or Puut.:7501 _ 1 [ 336 [ B2621.40 7 representatives at the expense, direction, recommendation or encouragement of the District, shall file or participate in opposition to the Agency or the City in any challenge attacking or otherwise questioning (i) the validity of the Plan, or (ii) the adoption or approval of the Plan, or (iii) any of the findings, determinations, or filings previously made by the Agency or the City Council in connection with the Plan, or (iv) the implementation of the Plan, or (v) any of its supporting documentation including, without limitation, any Environmental Impact Report prepared for the Plan in connection with the actions set forth in paragraphs (i) through (v) above. The District furthermore agrees that neither it, nor its officers, employees, agents or representatives at the expense, direction, recommendation or encouragement of the District, shall file or participate in opposition in any challenge to any zoning changes, general plan amendments, conditional use permits, or any other specific development, applications within the Redevelopment Project Area proceeding through the entitlement process of the City and/or the Agency pursuant to the Plan. The District acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." The District hereby waives and relinquishes all rights and benefits which il. may have under Section 1542 of the California Civil Code. 2.5 Improvements to District Facilities. The District and the Agency agree to meet and confer regarding improvements t.o the landscaping of certain District owned facilities located in the City. The Agency shall determine the date and time of said meeting and shall provide the District with notice of same. 2.6 Entire Agreement. This Agreement constitutes the entire, complete and final expression of the agreement between the parties and any changes, modifications or amendments thereto shall be legally binding and effective only upon duly executed written amendment hereto. ~,ut~k:7501__113361 B2621.40 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. OR,aJqGE COUNTY WATER DISTRICT, a public agency APPROVED AS TO FORM: By: By: President General Manager "DISTRICT" Rutan & Tucker District Counsel ANAHEIM REDEVELOPMENT AGENCY, a public body corporate and politic ATTEST: By' Chairman "AGENCY" Agency Clerk APPROVED AS TO FORM: Stradling, Yocca, Carlson & Rauth, Agency Special Counsel PUI~L:7501_113361 B2621.40 9 A'P2',\Cf'II~_E NIT "D" AGREEMEN'I' BY AND BETWEEN TIIE NORTtt ORANGE COUNTY COMMUNITY COLLEGE DISTRICT AND THE ANAHEIM REDEVELOPMENT AGENCY CONCERNING THE PROPOSED COMMERCIAL/INDUSTRIAL REDEVELOPMENT PROJECT THIS AGREEMENT (this "Agreement") is entered into on the day of , 1993 (the "Effective Date,"), by and between the NORTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a. public agency (the "College District"), and the ANAHEIM REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency"). RECITALS A. The Agency is a redevelopment agency existing pursuant to the provisions of the California Community Redevelopment Law (California Health and Safety Code Section 33000, e_[ seq.) which has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Anaheim (the "City Council"). B. The Agency is presently processing a Redevelopment Plan (the "Plan") for the proposed Commercial/Industrial Redevelopment Project (the "Project"). C. The proposed Plan contains provisions authorizing the allocation to the Agency of property tax revenues derived from property located within the Redevelopment Project Area pursuant to California Health and Safety Code Section 33670(b). D. The College District is an affected taxing entity, as defined in Section 33353.2 of the Health and Safety Code, which has general purpose and special bonded indebtedness ad wdorem property taxes levied on its behalf by the County of Orange on certain areas which, in the event an ordinance were approved adopting the Plan, would be included within the Redevelopment Project Area. E. Section 33401 of the Health and Safety Code authorizes the Agency to pay an affected taxing entity with territory within the Redevelopment Project Area that amount of money which the Agency determines is appropri~tte to alleviate the financial burden or detriment caused such entity by the Plan. F. The Agency has found and determined that, in the event that the Plan is adopted, it would be appropriate to alleviate that financial burden or detriment caused to the College District by the Plan by paying to the College District certain monies consistent with Section 1.2 of this Agreement, all in accordance with Section 33401 of the Health and Sat'ety Code. G. The College District and tl~e Agency desire to resolve and settle, once and for all times, ali present, past and future controversies, claims, causes of action or purported causes of action, {liffcrences or disputes, both real itnd potential, ensuing against the City of Anaheim (the "City") and the Agency in relationship to the Project and the Plan. Nothing herein shall be construed as waiving the College District's right to make application for and receive further assistance from the Agency pursuant to Section 33401 of the Health and Safety Code with respect to any redevelopment plans or plan amendments adopted by the Agency in the future, provided that both parties acknowledge that nothing in this Agreement shall obligate the Agency to make such assistance to the College District. . NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties agree as follows: Section 1. Distribution of Tax Increment. 1.1 Definitions. For purposes of this Agreement, the following terms will have the stated definitions: (a) "Bonded Indebtedness" shall mean indebtedness incurred by the Agency for any bonds, notes, interim certificates, debentures, certificates of participation or other obligations issued by the Agency as it deems necessary or appropriate in implementation and for the furtherance of the Plan pursuant to Article 5 (commencing with Section 33640) of Chapter 6, Part I of the Community Redevelopment Law. (b) "College District's Share" shall mean that portion of Tax Increment allocated to and received by the Agency pursuant to Health and Safety Code Section 33670(b) resulting from the general purpose tax levy of the College District that, had the Plan not been adopted, would be allocated and paid to ttte College District from the Redevelopment Project Area for the benefit of the College District's General Fund, as computed by the County Auditor- Controller, in accordance with the applicable provisions of the California Revenue and Taxation Code. (c) "County" n~eans the County of Orange, California. (d) the following June 30. "Fiscal Year" shall mean the period from July 1 to and including (e) "Ordinance" shall mean the ordinance approving the Plan. (f) "Redevelopment Project Area" means the property within the boundaries of the proposed Commercial/Industrial Redevelopment Project. (g) "Tax Incre~nent" shall mean that portion of ad valorem property taxes resulting from the increase in assessed valuation over the 1993-1994 base year assessed valuation, which tax revenues are allocated and paid to the Agency pursuant to California Health and Safety Code Section 33670(b) from tl~e Redevelopment Project Area in accordance with the Plan. Tax Increment shall refer to those taxes collected as a result of the one percent (1%) levy allowed under Article XIIIA of the Califernia Constitution. The following shall not be deemed to be Tax Increment for the purposes of this Agreement: PoUL:7504_213361B2621-40 2 (1) The mnount the Agency is required to set aside for the purpose of low- to moderate-income housing pursuant to Health and Safety Code Section 33334.2, or a successor statute; and · (2) The amount the Agency is required to pay to the County as the property tax administration fee pursuant to California Revenue and Taxation Code Sections 97 and 97.5, or successor statutes; and (3) The amount the Agency is required to pay into the Educational Revenue Augmentation Fund of the County pursuant to Health and Safety Code Section 33680 et seq., or successor statutes; and (4) Any amounts allocated to fl~e Agency pursuant to Health and Safety Code Section 33670(b) which the Agency may be mandated to pay to another public entity and/or a statutorily created ~'und pursuant to actions of the California Legislature. (h) "Term" shall mean the period of time the Plan remains in effect. 1.2 Allocation of Tax Increment. Subject to the limitations of Sections 1.5 and 2.1 hereof, the College District's Share of the Tax Increment (as defined above in Section 1.1) shall be allocated as provided in this Section 1.2: (a) For each Fiscal Year commencing in the tax year which begins after the January 1st next Ibllowing the transmittal of the documents as required by Health and Safety Code Section 33375, the Agency sl~all pay to a trust fund known and designated as the North Orange County College District Capital Facilities Fund, to be administered by and for the benefit of the College District and at the College District's sole cost and expense (the "Fund"), an amount equal to forty-five percent (45%) of the College District's Share of the Tax Increment (as defined above in Section 1.1) (the "District Amount"). Payment to the Fund of the District Amount shall be made within sixty (60) days after the first allocation and payment by the County Auditor-Controller to the Agency of Tax Increment pursuant to the Plan tbr the Fiscal Year for which such payment is due hereunder, provided that payments in relation to allotments received between July 1 and December 31 of any };iscal Year shall be made no later than the following February 28, and that payments in relation to allotments received between January 1 and June 30 of any Fiscal Year shall be made no later than the following August 30. (b) Notwithstanding paragraph (a) above, if litigation of whatever form is filed by any person or entity challenging the Plan, the Environmental Impact Report prepared in connection therewith, the Ordinance, or any proceedings of the Agency or the City in connection therewith, then the Agency shall cause all amounts constituting the District Amount to be held in a segregated account, administered by the Agency, for the period of such litigation and, provided that the adoption of the Plan is not set aside or annulled as the result of such litigation, the Agency shall pay all amounts held in such segregated account into the Fund upon the final and formal conclusion of such litigation. vutm:7504_21336[ 112621.40 3 1.3 Books and Records. The Agency shall, within sixty (60) days after receipt of written request from the College District, make available to the College District for review or audit its records or statements regarding the allocation and payment of Tax Increment to ti~e Agency in accordance with the Plan pursuant to Health and Safety Code Section 33670(b). 1.4 Section 33676 Resoh~tions. The College District certifies that it shall not request receipt of revenues pursuant to Section 33676(a)(2) of the California Health and Safety Code and within sixty (60) days of executing this Agreement, the College District will repeal the resolution, if any, that it has adopted pursuant to Health and Safety Code Section 33676(b) regarding the Plan and requesting revenues pursuant to Section 33676(a)(2). 1.5 Payments Subject to Indebtedness. Payments by the Agency to the College District pursuant to Section 1.2 of this Agreement are subject to the conditions and limitations set forth in this Section 1.5: (a) The Agency's obligation under this Agreement to make payments to the Fund is deemed to constitute an "indebtedness" within the meaning of California Health and Safety Code Sections 33670 and 33675. (b) Except as set forth herein, the Agency's obligation to make payments hereunder shall be limited to Tax Increment from the Redevelopment Project Area which is actually received and retained by the Agency. In no way shall the Agency be liable for such obligations from any other revenues. The City shall have no financial obligation or any other obligations by virtue of this Agreement, and shall not be responsible for the discharge of obligations of the Agency herein. (c) It is understood that certain amounts of the taxes allocated to the Agency pursuant to Section 33670 of the California Health and Safety Code must be set aside by the Agency in special funds to service bonded indebtedness and to meet the Agency's obligation under Health and Safety Code Section 33'.t34.2, or a successor statute. It is also understood that certain amounts of the taxes allocated to the Agency pursuant to Section 33670 of the Health and Safety Code must be paid by the Agency to the County and the Educational Revenue Augmentation Fund pursuant to California Revenue and Taxation Code Sections 97 and 97.5 and Health and Safety Code Section 33680 et seq., respectively, or successor statutes. The Agency's obligation to make the payments to the Fund pursuant to Section 1.2 hereof is and shall be first subject to and junior and subordinate to Bonded Indebtedness, to the Agency's obligations under Health and Safety Code Section 33334.2, or a successor statute, and to the Agency's obligations pursuant to Revenue and Taxation Code Sections 97 and 97.5 and Health and Safety Code Section 33680 et seq., or successor statutes. (d) The parties understand that future legislative changes made to Health and Safety Code Sections 33334.2 and/or 33680, et seq., or other sections of the Community Redevelopment Law, may ira:tease or decrease the net amount of Tax Increment which is available to the Agency and which is payable to the Fund hereunder, and the parties agree that no such statutory changes shall entitle the parties to modify or terminate this Agreement, or to seek a change in the definition of Tax Increment or in the tax sharing formula set forth in this Agreement. mmL:7504_2 [ 3361 B2621.40 4 Subject to Section 2.1 of this Agreement, it is further understood by the parties that certain additional amounts of ~he taxes allocated to the Agency pursuant to Section 336?0 of the California Health and Safety Code may be required to be set aside or paid to affected taxing entities, particularly school districts and community college districts, to meet lcgislmiv¢ requirements which may be imposed on some or all redevelopment agencies pursuant to currently existing, proposed or subseqt~ent legislation. The parties understand that such potential legislative changes to the Community Redevelopment Law may increase or decrease the net amount of Tax Increment which is awdlable to the Agency and thus available for payment to the Fund hereunder. Subject to the rights of the College District and/or the Agency to terminate this Agreement pursuant to Section 2.1 hereof and to the extent the parties elect to proceed hereunder, the full amount, if any, paid by the Agency pursuant to any mandatory payment to or /bt the benefit of the College District due to legislative requirements each year shall be credited ~o the Agency and offset and deducted from the amounts due by the Agency to the Fund pursuant to Section 1.2 hereof, or alternatively, in any year if no payments by the Agency to the District are mandated by legislative requirements due to the form or exceptions of this Agreement, the full amount excepted shall be included within the amount of available Tax Increment for the payment by the Agency to the Fund required by Section 1.2 hereof. (e) Subject to paragraph (c) of this Section 1.5, the Agency agrees to size any future Bonded Indebtedness in such a way that sufficient fl~nds will be available to satisfy its obligations to the College District pursuant to this Agreement. Subject to paragraph (f) of this Section 1.5, if, during any Fiscal 't'ear, the Agency is unable to pay the full amount due and owing to the Fund pursuant to this Agreement, the fl~ll amount of such deficit shall be paid by the Agency to the Fund pursuant to this Section 1.5 in the following Fiscal Year together with interest at a rate equal to the average COUl~on rate on the bonds to which the delayed amount payable to the Fund is subordinate. The parties agree that this deferral is necessary to accomplish the purposes of the Plan at an earlier time than would otherwise be the case in that such deferral would allow for issuance of bonds with a higher principal amount. Nothing in this Agreement shall be construed to give the College District the right to approve any Agency indebtedness, including, without limitations, Bonded Indebtedness~ (0 The Agency may incur a deficit and defer payment to the Fund pursuant to this Agreement for a maximum of two (2) Fund the full amount due of such delayed payment of Tax Increment together with interest at a rate equal to the average coupon rate of the bonds to which the delayed amount payable to the Fund is subordinate. The College District may request fi'om time to time that the Agency, in connection with the Agency's election to issue and sell bonds secured by Tax Increment fron~ the Redevelopment Project Area under the Plan, include in the sizing of the bond issuance an amount to be secured by the Tax Increment payable to the Fund pursuant to Section 1.2 of this Agreement. Such request by the College District shall be subject in all respects to the Agency's fi~ll discretion to determine the amount of the bond issue, maturity, interest rates and all other material terms. The Agency agrees to consider in good faith such request and endeavor to include such amount in the bond issuance. In the event bonds are issued pursuant to this paragral~h, the Agency shall pay to the College District, upon receipt, that portion of the bond proceeds which is secured by the Tax Increment payable to the Fund pursuant to Section 1.2 hereof (as reduced by the pro rata costs of issuance, reserve funds and all other amounts allocable to that portion of the bond issuance secured by the Tax ~,um_:7504_21336t B2621.40 5 Increment). To the extent of such payme~t, the Agency's obligation pursuant to Section 1.:2 hereof to pay Tax Increment shall be fully satisfied. The College District shall evidence in writing, to the satisfaction of Agency's bend counsel, its consent to the terms of the issuance and the extinguishment of the Agency's obligation to pay the corresponding Tax Increment.. The College District acknowledges that numer,)us laws, restrictions and regulations apply to the issuance of bonds and if bonds are issued pursuant to this paragraph and the Tax Increment is included in the issuance, then the College District agrees to comply with all requirements that Agency's bond counsel may deem applicable in its judgment, including, without limitation, all applicable federal tax and security law requirements and all other applicable requirements of state and federal law. (g) Notwithstanding the other provisions of this Section 1.5, no payment shall be made by the Agency in any Fiscal Year pursuant to this Agreement if such payment would impair any contract, obligation to service Bonded Indebtedness or any other existing obligation entered into by the Agency prior to the execution of this Agreement. (h) Notwithstanding any other provisions of this Agreement to the contrary, the Agency's obligation to make: payments to the Fund under this Agreement in any single Fiscal Year shall not: (i) exceed the amount of Tax Increment which would have been received by the College District if all the 'Tax Increment from the Redevelopment Project Area had been allocated to all the affected taxing agencies without regard to the division of taxes required by Health and Safety Code Section 33670; (ii) violate the expenditure limitation under Article XIIIB of the California Constitution; or (iii) be contrary to any provision of the laws of the State of California. (i) No payments shall be made by the Agency to the Fund, either from Tax Increment or t¥om any other source ~f funds, except as expressly set forth in Sections 1.2 and 1.5 of this Agreement. (j) The College District shall indemnify, defend and hold harmless the Agency, the City and their respective officers, employees, representatives and agents from any and all claims, liabilities and causes of action asserted by any third party against the Agency or the City by reason of the Agency's paym{mt of fi~nds in the manner described in Section 1.2 of this Agreement. (k) In the event the Agency is unable to meet its obligation under this Agreement, such monies due to the College District shall be considered an indebtedness of the Agency to College District until payment is made, computed quarterly at the pooled money investment rate of the County of Orange ("County") as published in its Quarterly Earnings Report or similar comparable successor publication. Until such amounts are paid with accrued interest, as applicable, such amount due shall be paid from the first available Tax Increment available to Agency on a pro rata basis to the College District (and the other taxing agencies with whom the Agency is obligated under agreement(s) similar to this Agreement with respect to this project). Nothing in this subdivision (k) :~hall cause or be construed to cause the obligation of payment by the Agency to the College District hereunder to be superior to or have priority above any Bonded Indebtedness of the Agency or any existing obligation of the Agency. ~'um,:7504_2 ] 3361 B262 ! .40 6 1.6 Use of tile Fund. 'File monies paid to the College District pursuant to Section 1.2 of this Agreement shall be used to finance capital improvement projects of benefit to the College District which are located within the boundaries of the Redevelopment Project Area or any other redevelopment project areas :adopted by the City. If the College District bas no existing facilities within the above-referenced redevelopment project areas, the monies deposited in the Fund shall be used to finance capital improvement projects of benefit to the College District which are located within the City. Upon approval by the Agency, the College District may be permitted to spend Fund monies c:.utside the boundaries of the City, provided that such expenditure will be of benefit to a redevelopment project area adopted by the City. The College District shall promptly provide without charge a written statement accounting for the expenditure of monies deposited in the Fund upon written request therefor by the Agency. Section 2. Administration. 2.1 Effective Date and Term. This Agreement shall become effective upon the date of execution of this Agreement by the Agency (the "Effective Date")and shall remain in effect until all Agency debts are paid pursuant to this Agreement, or until the limit for incurring indebtedness as stated in the Plan expires, whichever event occurs last. Notwithstanding the foregoing, this Agreement shall terminate automatically and be of no further force or effect in the event the City fails to adopt the Plan on or before December 31, 1993, or the adoption of the Plan should be set aside or annulled as the result of litigation. If as a result of the terms ;md conditions of this Agreement any department of the State of California, the State of California Legislature, or a court of law imposes restrictions. conditions, penalties, mandatory payment:; by the Agency to taxing entities, or any other conditions or requirements, which in any way adversely affects the normal, accepted, and standard revenue sources and accounting practices and amount of revenues with regards to the financing of services and facilities of the College District as provided for by the Community Redevelopment Law or otherwise by the State of Calilbrnia, then this Agreement shall be renegotiated between the College District and the Agency. If any department of the State of California, the State of California Legislature, or a court of law imposes restrictions, condi~:ions, penalties, statutory requirements, mandatory payments to taxing entities or any other r~:quirements which in any way adversely affects the current method of tax increment allocatio~ and/or thereby the amount of tax increment payable to and/or expendable by the Agency for non-mandated purposes under the Plan, and/or the amount of tax increment allocable to the Agency to pay the College District, and/or the amount of funds to be set aside or mandated to be paid to vr expended for taxing entities as provided for by the Community Redevelopment Law or otherMse by the State of California, then this Agreement shall be renegotiated between the College District and the Agency. In clarification of tile foregoing two paragraphs, the Agency and the College District agree each is obligated to negotiate in good faith toward an amended or new pass-through contract, which contract provides reasonably remaining financial benefit to the College District, and reasonably equivalent remaining tax increment funds allocable and paid to and/or retained and expendable by the Agency in relation to the legislative requirements and circumstances at the time of such renegotiations, all in full compliance with the Community Redevelopment Law and all other applicable laws. 1'[mt.:7504_213361 B2621,40 ~ 2.3 Severability. If after this Agreement is executed, the State of California enacts laws or policies in conflict with all or any portion of this Agreement, the Agency and the College District may mutually agree to excuse performance of all or any portion of this Agreement by the Agency or the College District. . In the event any section or portion of this Agreement shall be held, found or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties thereto shall take fi~rther actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. 2.4 Notice. The College District certifies to the Agency that it has received all notices, written or published, that it are required by the Community Redevelopment Law to be provided during the process leading to th~'. adoption of the Plan, and the College District hereby waives any and all legal rights it may have to contest the Plan or the Environmental Impact Report prepared in connection therewith, due to a failure to receive any statutorily required notice. 2.5 Release and Covenant Not to Sue or Challenge Plan. The College District releases the City and the Agency from any and all claims or causes of action, and covenants and agrees and irrevocably binds itself and its officers, employees, agents and representatives forever at no time or place to commence or participate in or prosecute any actions on account of any claim or causes of action, whether past, present or future, arising out of the City's and the Agency's adoption of the Plan, or the City's or the Agency's lawful activities in implementation of and pursuant to the Plan. The College District agrees that neither it, nor its officers, employees, agents or representatives at the expense, direction, recommendation or encouragement of the College District, shall file or participate in opposition to the Agency or the City in any challenge attacking or otherwise questioning (i) the validity of the Plan, or (ii) the adoption or approval of the Plan, or (iii) any of the findings, determinations, or filings previously made by the Agency or the City Council in connection with the Plan, or (iv) the implementation of the Plan, or (v) any of its supporting documentation including, without limitation, any Environmental Impact Report prepared for the Plan in c~nnection with the actions set forth in paragraphs (i) through (v) above. The College District furthermore agrees that neither it, nor its officers, employees, agents or representatives at the expense, direction, recommendation or encouragement of the College District, shall file or parti(:ipate in opposition in any challenge to any zoning changes, general plan amendments, conditional use permits, or any other specific development applications within the Redevelopment Project Area proceeding through the entitlement process of the City and/or the Agency pursuant to the Plan. Nothing in thc foregoing paragraph of this Section 2.5 shall modify the right of the College District to receive payment of development fees authorized by Government Code Section 53080, et seq. or successor statutes thereto. The College District ackn~)wledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, yum.:7504_2 [336] B2621.40 8 which if known by him must have materially affected his settlement with the debtor." The College District hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code, exclusively with respect to the claims which it releases or may have rele:lsed pursuant to this Section 2.5. 2.6 Downtown An~eitn Projects. The Agency and the College District may agree to jointly construct one or more capital facilities projects which are located within or which are of benefit to the Agency's Alpha Redevelopment Project Area and are of benefit to the College District (the "Joint Project(s)"). In the event the parties agree to construct one or more Joint Projects, the Agency shall not be required in its participation with the College District in such Joint Project to commit assets of value, whether tangible or intangible, or to expend a greater amount of monies toward the cost of such Joint Project than the total amount the Agency reasonably estimates through financial projections will be payable to the College District pursuant to this Agreement, including any and all future payments due under this Agreement. In addition, the actual amount of monies expended ami/or the value of assets committed by the Agency toward the Agency's participation in such Joint Project shall be deemed an advance payment of the College District's Share of Tax Increment, and then in lieu of actual disbursement to the College District of the monies pursuant to Section 1.2 hereof, the amount of such advance payment shall be deducted from fi~ture allocations of the College District's Share of Tax Increment, and credited as if repayments on such advance of funds until such time as the entire amount of such advance payment has been credited in full. 2.7 Entire Agreement. This Agreement constitutes the entire, complete and final expression of the agreement between, the parties and any changes, modifications or amendments thereto shall be legally binding and effective only upon duly executed written amendment hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. NORTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ATTEST: By: Its' "DISTRICT" PtJnl~:7504_ 2[3361 B2621.40 9 APPROVED AS TO FORM' Counsel to the North Orange County Community College District [Signature,~ continued on next page] mJm_:7504_213361 B2621.40 [ 0 ANAHEIM REDEVELOPMENT AGENCY, a public body corporate and politic By- Chairman "AGENCY" ATTEST' Agency Clerk APPROVED AS TO FORM: Stradling, Yocca, Carlson & Rauth, Agency Special Counsel l'unt.:7504_2 ]3361 B2621.40 11 AT'].'AC[IHENT "E" AGREEMENT BY AND BETWEEN THE ORANGE COUNTY SUPERINTENDENT OF SCHOOLS AND THE ANAHEIM REDEVELOPMENT AGENCY CONCERNING THE PROPOSED COMMERCIAL/INDUSTRIAL REDEVELOPMENT PROJECT THIS AGREEMENT (this "Agrec~nent") is entered into on the day of , 1993 (the "Effective Date"), by and between the ORANGE COUNTY SUPERINTENDENT OF SCHOOLS (the "Superintendent") and the ANAHEIM REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency"). RECITALS A. The Agency is a redevelop~nent agency existing pursuant to the provisions of the California Community Redevelopment Law (California Health and Safety Code Section 33000, et seq.) which has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Anaheim (the "City Council"). B. The Agency is presently processing a Redevelopment Plan (the "Plan") for the proposed Commercial/Industrial Redevelopment Project (the "Project"). C. The proposed Plan contains provisions authorizing the allocation to the Agency of property tax revenues derived from property located within the Redevelopment Project Area pursuant to California Health and Safety Code Section 33670(b) ("Tax Increment"). D. The Superintendent, as defined in Section 33353.2 of the Health and Safety Code, is an affected taxing entity which has general purpose and special bonded indebtedness ad valorem property taxes levied on its behall by the County of Orange (the "County") on certain areas which, in the event an ordinance were approved adopting the Plan, would be included within the Redevelopment Project Area. E. Section 33401 of the Health and Safety Code authorizes the Agency to pay an affected taxing entity with territory within the Redevelopment Project Area that amount of money which the Agency determines is appropriale to alleviate the financial burden or detriment caused such entity by the Plan. F. Agency has found and determined that, in the event that the Plan is adopted, it would be appropriate to alleviate any financial burden or detriment caused to the Superintendent by the Plan by paying to the Superintende~tt certain monies consistent with Section 1.2 of this Agreement, all in accordance with Section 33401 of the Health and Safety Code. G. The Superintendent and the Agency desire to resolve and settle, once and for all times, all present, past and fitture controve::rsies, claims, causes of action or purported causes of action, differences or disputes, both real and potential, ensuing against the City of Anaheim ("City") and the Agency in relationship to the Project and the Plan. Nothing herein shall be construed as waiving the Superintendent's right to make application for and receive further assistance from the Agency pursuant to Section 33401 of the Health and Safety Code with respect to any redevelopment plans or plan amendments adopted by the Agency in the future, provided that both parties acknowledge that nothing in this Agreement shall obligate the Agency to make such assistance to the Superintendent. NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties agree as follows: Section 1. Distribution of 'Fax Increment. 1.1 Definitions. For p~rposes of this Agreement, the following terms will have the stated definitions: (a) "Bonded Indebtedness" shall mean indebtedness incurred by the Agency for any bonds, notes, interim certificates, debentures, certificates of participation or other obligations issued by the Agency as it deems necessary or appropriate in implementation and for the furtherance of the Plan pursuant to Article 5 (commencing with Section 33640) of Chapter 6, Part 1 of the Community Redevelopment Law. (b) "County" means the County of Orange, California. (c) the following June 30. "Fiscal Year" shall mean the period from July 1 to and including (d) "Ordinance" shall mean the ordinance approving the Plan. (e) "Redevelopment Project Area" means the property within the boundaries of the proposed Comn~ercial/Industrial Redevelopment Project. (0 "Superintendent's Share" shall mean that portion of Tax Increment allocated to and received by the Agency pursuant to Health and Safety Code Section 33670(b) resulting from the general purpose tax levy of the Superintendent that, had the Plan not been adopted, would be allocated and paid to tl~e Superintendent from the Redevelopment Project Area tbr the benefit of the Superintendent's General Fund, as computed by the County Auditor- Controller, in accordance with the applicable provisions of the Calilbrnia Revenue and Taxation Code. (g) "Tax Incre~nent" shall mean that portion of ad valorem property taxes resulting from the increase in assessed valuation over the 1993-1994 base year assessed valuation, which tax revenues are allocated and paid to the Agency pursuant to California Health and Safety Code Section 33670(b) from tl~e Redevelopment Project Area in accordance with the Plan. Tax Increment shall refer to those '~axes collected as a result of the one percent (1%) levy allowed under Article XIIIA of the California Constitution. The following shall not be deemed to be Tax Increment for the purposes of this Agreement: (1) The amount the Agency is required to set aside for the purpose of low- to moderate-income housing pursuant to Health and Safety Code Section 33334.2, or a successor statute; and put~t.:7500__21336[ B2621.40 (2) The amount the Agency is required to pay to the County as the property tax administration fee pursuant to California Revenue and Taxation Code Sections 97 and 97.5, or successor statutes; and · (3) The amount the Agency is required to pay into the Educational Revenue Augmentation Fund of the County pursuant to Health and Safety Code Section 33680 et seq., or successor statutes; and (4) Any amounts allocated to the Agency pursuant to Health and Safety Code Section 33670(b) which ~he Agency may be mandated to pay to another public entity and/or a statutorily created fired pursuant to actions of the California Legislature. (h) "Term" shall mean the period of time the Plan remains in effect. 1.2 Allocation of Tax Increment. Subject to the limitations of Sections 1.5 and 2. l hereof, the Superintendent's Share of the Tax Increment (as defined above in Section 1.1) shall be allocated as provided in this Section 1.2: (a) For each Fiscal Year commencing in the tax year which begins aher thc January 1st next following the transmittal of the documents as required by Health and Safety Code Section 33375, the Agency shall pay to a trust fund known and designated as the Orange County Superintendent of Schools Capital Projects Special Reserve Fund, to be administered by and for the benefit of the Superintendent and at the Superintendent's sole cost and expense (the "Fund"), an amount equal to fifty percent (50%) of the Superintendent's Share of the Tax Increment (as defined above in Section 1.1) (the "Superintendent Amount"). Payment to the Fund of the Superintendent Amount shall be made within sixty (60) days after the first allocation and payment by the County Auditor-Controller to the Agency of Tax Increment pursuant to the Plan for the Fiscal Year fl)r which such payment is due hereunder, provided that payments in relation to allotments received between July 1 and December 31 of any Fiscal Year shall be made no later than the following February 28, and that payments in relation to allotments received between January 1 and June 30 of any Fiscal Year shall be made no later than the following August 30. (b) Notwithstapding paragraph (a) above, if litigation of whatever form is filed by any person or entity challenging the Plan, the Environmental Impact Report prepared in connection therewith, the Ordinance, or any proceedings of the Agency or the City in connection therewith, then the Agency sh;dl cause all amounts constituting the Superintendent Amount to be held in a segregated account, administered by the Agency, for the period of such litigation and, provided that the adoption of the Plan is not set aside or annulled as the result of such litigation, the Agency shall pay all alnounts held in such segregated account into the Fund upon the final and formal conclusion of such litigation. 1.3 Books and Records. The Agency shall, within sixty (60) days after receipt of written request from the Superintendent, make available to the Superintendent for review or audit its records or statements regarding the allocation and payment of Tax Increment to the Agency in accordance with the Plan pursuant to Health and Safety Code Section 33670(b). PUt, L:7500_2 [ 336l B2621,40 3 1.4 Section 33676 Resolutions~ The Superintendent certifies that it shall not request receipt of revenues pursuant to Section 33676(a)(2) of the Health and Safety Code and within sixty (60) days of executing this Agreement, the Superintendent will repeal the resolution, if any, that it has adopted pursuant to Health and Safety Code Section 33676(b) regarding the Plan and requesting revenues pursuant to Section 33676(a)(2).. 1.5 payments Subject to Indebtedness. Payments by the Agency to the Superintendent pursuant to Section 1.2 of this Agreement are subject to the conditions and limitations set forth in this Section 1.5: (a) The Agency's obligation under this Agreement to make payments to the Superintendent is deemed to constitme "an indebtedness" within the meaning of Health and Safety Code Sections 33670 and 33675. (b) The Agency's obligation to make payments hereunder shall be limited to Tax Increment from the Redevelopment Project Area which is actually received and retained by the Agency. In no way shall the Agency be liable for such obligations from any other revenues. The City shall have no fir~ancial obligation or any other obligations by virtue of this Agreement, and shall not be responsible for the discharge of obligations of the Agency herein. (c) It is understood that certain amounts of the taxes allocated to the Agency pursuant to Section 33670 of the Calilbrnia Health and Safety Code must be set aside by thc Agency in special funds to service bo~ded indebtedness and to meet the Agency's obligation under Health and Safety Code Section 33334.2, or a successor statute. It is also understood that certain amounts of the taxes allocated to tl~e Agency pursuant to Section 33670 of the Health and Safety Code must be paid by the Agency ~:o the County and the Educational Revenue Augmentation Fund pursuant to California Revenue and Taxation Code Sections 97 and 97.5 and Health and Safety Code Section 33680 et ~eq., respectively, or successor statutes. The Agency's obligation to make the payments to the Fund pursuant to Section 1.2 hereof is and shall be first subject to and junior and subordinate to Bonded Indebtedness, to the Agency's obligations under Health and Safety Code Section 33334.2, or a successor statute, and to the Agency's obligations pursuant to Revenue and Taxation Code Sections 97 and 97.5 and Health and Safety Code Section 33680 et seq., or successor statutes. (d) The parties understand that future legislative changes made to Health and Safety Code Sections 33334.2 and/or 33680, et seq., or other sections of the Community Redevelopment Law, may increase or decrease the net amount of Tax Increment which is available to the Agency and which is payable to the Fund hereunder, and the parties agree that no such statutory changes shall entitle the parties to modify or terminate this Agreement, or to seek a change in the definition of Tax Increment or in the tax sharing formula set forth in this Agreement. Subject to Section 2.1 of this Agreement, it is further understood by the parties that certain additional amounts of lhe taxes allocated to the Agency pursuant to Section 33670 of thc California Health and Safety Code may be required to be set aside or paid to affected taxing entities, particularly school districts and community college districts to tneet legislative requirements which may be imposed on some or all redevelopment agencies pursuant I'UBL:7509 213361 B2621.40 to currently existing, proposed or subsequent legislation. The parties understand that such potential legislative changes to the Community Redevelopment Law may increase or decrease the net amount of Tax Increment which is available to the Agency and thus available for payment to the Fund hereunder. Subject to the rights of the Superintendent and/or the Agency to terminate this Agreement pursuant to Section 2.1 hereof and to the extent the parties elect to proceed hereunder, the full amount, if any, paid by the Agency pursuant to any mandatory payment to or for the benefit of the Superintendent due to legislative requirements each year shall be credited to the Agency and offset and deducted from the amounts due by the Agency to the Fund pursuant to Section 1.2 hereof, or alternatively, in any year if no payments by the Agency to the District are mandated by legislative requirements due to the form or exceptions of this Agreement, the full amount excepted shall be included within the amount of available Tax Increment for the payment by the Agency to the Fund required by Section 1.2 hereof. (e) Subject to paragraph (c) of this Section 1.5, the Agency agrees to size any flm~re Bonded Indebtedness in such a way that sufficient funds will be available to satisfy its obligations to the Superintende~t pursuant to this Agreement. Subject to paragraph fi) of this Section 1.5, if, during any Fiscal Year, the Agency is unable to pay the full amount due and owing to the Fund pursuant to this Agreement, the full amount of such deficit shall be paid by the Agency to the Fund pursuant to this Section 1.5 in the following Fiscal Year, together with interest at a rate equal to the average coupon rate on the bonds to which the delayed amount payable to the Fund is subordinate. The l)arties agree that this deferral is necessary to accomplish the purposes of the Plan at an earlier time than would otherwise be the case in that such deferral would allow for issuance of bonds with a higher principal amount. Nothing in this Agreement shall be construed to give the Superintendent the right to approve any Agency indebtedness, including, without limitatiort, Bonded Indebtedness. (f) The Agency may incur a deficit and defer payment to the Fund pursuant to this Agreement for a maximmn of two (2) years, at which time the Agency shall pay the Fund the full amount due of such delayed payment of Tax Increment together with interest at a rate equal to the average coupon rate of the bonds to which the delayed amount payable to the Fund is subordinate. The Superintendent may request from time to time that the Agency, in connection with the Agency's election to issue and sell bonds secured by Tax Increment from the Redevelopment Project Area under the Plan, include in the sizing of the bond issuance an amount to be secured by the Tax Increment payable to the Fund pursuant to Section 1.2 of this Agreement. Such request by the Superinlendent shall be subject in all respects to the Agency's fi~ll discretion to determine the amount of the bond issue, maturity, interest rates and all other material terms. The Agency agrees to consider in good faith such request and endeavor to include such amount in the bond issuance In the event bonds are issued pursuant to this paragraph, the Agency shall pay to the St~.perintendent, upon receipt, that portion of the bond proceeds which is secured by the Tax Increment payable to the Fund pursuant to Section 1.2 hereof (as reduced by the pro rata costs of issuance, reserve fimds and all other amounts allocable to that portion of the bond issuance secured by the Tax Increment). To the extent of such payment, the Agency's obligation pursuant to Section 1.2 hereof to pay Tax Increment shall be fully satisfied. The Superintendent shall evidence in writing, to the satisfaction of Agency's bond counsel, its consent to the terms of ~he issuance anti the extinguishment of the Agency's obligation to pay the corresponding Tax Increment. The Superintendent acknowledges that mJm.:7500 _21336[ B2621.40 numerous laws, restrictions and regulation:g apply to the issuance of bonds and. if bonds are issued pursuant to this paragraph and file Tax Increment is included in the issuance, then the Superintendent agrees to comply with all requirements that Agency's bond counsel may deem applicable in its judgment, including, withl)ut limitation, all applicable federal tax and security law requirements and all other applicable requirements of state and federal law. (g) Notwithstanding the other provisions of this Section 1.5, no payment shall be made by the Agency in any Fiscal Year pursuant to this Agreeznent if such payment would impair any contract, obligation to service Bonded Indebtedness or any other existing obligation entered into by the Agency prior to the execution of this Agreement. (h) Notwithstamling any other provisions of this Agreement to the contrary, the Agency's obligation to make payments to the Fund under this Agreement in any single Fiscal Year shall not: (i) exceed the amount of Tax Increment which would have been received by the Superintendent if all the Tax Increment from the Redevelopment Project Area had been allocated to all the affected taxing ag~:ncies without regard to the division of taxes required by Health and Safety Code Section 33670; (ii) violate thc expenditure limitation under Article XIIIB of the California Constitution; or (iii) be contrary to any provision of the laws of the State of California. (i) No payments shall be made by the Agency to the Fund, either from Tax Increment or from any other source of fiinds, except as expressly set forth in Sections 1.2 and 1.5 of this Agreement. (j) The Superintendent shall indemnify, defend and hold harmless the Agency, the City and their respective officers, employees, representatives and agents from any and all claims, liabilities and causes of action asserted by any third party against the Agency or the City by reason of the Agency's payment of funds in the manner described in Section 1.2 of this Agreement. (k) In the event the Agency is unable to meet its obligation under this Agreement, such monies due to the Superintendent shall be considered an indebtedness of the Agency to Superintendent until such obligation is fi~lfilled. In that event the amount due shall accrue interest until payment is made, computed quarterly at the pooled money investment rate of the County of Orange ("County") as publi.~dled in its Quarterly Earnings Report or similar comparable successor publication. Until s',ach amounts are paid with accrued interest, as applicable, such amount due shall be paid from the first Tax Increment available to Agency on a pro rata basis to the Superintendent (and the other taxing agencies with whom the Agency is obligated under agreement(s) similar to this Agreement with respect to this project). Nothing in this subdivision (k) shall cause or be construed to cause the obligation of payment by the Agency to the Superintendent hereunder to be sup¢'rior to or have priority above any Bonded Indebtedness of the Agency or any existing obligation of the Agency. 1.6 Use of Fund. The monies paid to tile Superintendent pursuant to Section 1.2 of this Agreement shall be used for lawful Superintendent purposes which will be of benefit to the Redevelopment Project Area or any other redevelopment project areas adopted by the City. Upon written request by the Agency, the Superintendent shall promptly provide without charge a written statement accounting for the expenditure of monies deposited in the Fund. 3361 B2621.40 6 Section 2. Administration. 2.1 Effective Date and Term. This Agreement shall become effective upon the date of execution of this Agreement by the Agency (the "Effective Date") and shall remain in effect until all Agency debts are paid pursuant to this Agreement, or until the limit for incurring indebtedness as stated in the Plan expires, whichever event occurs last. Notwithstanding the foregoing, this Agreement shall terminate automatically and be of no further force or effect in the event the City fails to adopt the Plan on or before December 31, 1993, or the adoption of the Plan should be set aside or annulled as the result of litigation. If as a result of the terms and conditions of this Agreement any department of the State of California, the State of California Legislature, or a court of law imposes restrictions, conditions, penalties, mandatory payments by the Agency to taxing entities, or any other conditions or requirements, which in any way adversely affects the normal, accepted, and standard revenue sources and accounting practices and amount of revenues with regards to the financing of services and facilities of the Superintendent as provided for by the Community Redevelopment Law or otherwise by the State of California, this Agreement shall be renegotiated between the Superintendent and the Agency. If any department of the State of California, the State of California Legislature, or a court of law imposes restrictions, conditions, penalties, statutory requirements, mandatory payments to taxing entities or any other requirements which in any way adversely affects the current method of tax increment allocation and/or thereby the amount of tax increment payable to and/or expendable by the Agency for non-.mandated purposes under the Plan, and/or the amount of tax increment allocable to the Agency to pay the Superintendent, and/or the amount of funds to be set aside or tnandated to be paid to ~r expended for taxing entities as provided for by the Community Redevelopment Law or otherwise by the State of California, then this Agreement shall be renegotiated between the Superintendent and the Agency. In clarification of the foregoing two paragraphs, the Agency and the Superintendent agree each is obligated to negotiate in good faith toward an amended or new pass-through contract, which contract provides reasonably remaining financial benefit to the Superintendent, and reasonably equivalent remaining tax increment funds allocable and paid to and/or retained and expendable by the Agency in relation to the legislative requhements and circumstances at the time of such renegotiations, all in full compliance with the Community Redevelopment Law and all other applicable laws. 2.3 Severability. If after this Agreement is executed, the State of California enacts laws or policies in conflict with all or any portion of this Agreement, the Agency and the Superintendent may mutually agree to excuse performance of all or any portion of this Agreement by the Agency or the Superintendent. In the event any section or portion of this Agreement shall be held, found or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties thereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. I'UnL:7500_2 [ 3361 B2621.40 2.4 Notice. The Superintendent certifies to the Agency that it has received all notices, written or published, that it are required by the California Community Redevelopment Law to be provided during the process leading to the adoption of the Plan, and the Superintendent hereby waives any and all legal rights it may have to contest the Plan or. the Environmental Impact Report prepared in connection therewith, due to a failure to receive any statutorily required notice. 2.5 Release and Covenant Not to Sue or Challenge Plan. The Superintendent releases the City and the Agency from any and all claims or causes of action, and covenants and agrees and irrevocably binds itself and its officers, employees, agents and representatives forever at no time or place to commence or participate in or prosecute any actions on account of any claim or causes of action, whether past, present or fi~ture, arising out of the City's and the Agency's adoption of the Plan, or the City's or the Agency's lawful activities in implementation of and pursuant to the Plan. The Superintendent agrees that neither it, nor its officers, employees, agents or representatives at the expense, direction, recommendation or encouragement of the Superintendent, shall file or participate in opposition to the Agency or the City in any challenge attacking or otherwise questioning (i) the validity of the Plan, or (ii) the adoption or approval of the Plan, or (iii) any of the findings, determinations, or filings previously made by the Agency or the City Council in connection with the Plan, or (iv) the implementation of the Plan, or (v) any of its supporting documentation including, without limitation, any Environmental hnpact Report prepared for the Plan in connection with the actions set forth in paragraphs (i) through (v) above. The Superintendent furthermore agrees that neither it, nor its officers, employees, agents or representatives at the expense, direction, recommendation or encouragement of the Superintendent, shall file or particil~ate in opposition in any challenge to any zoning changes, general plan amendments, condilional use permits, or any other specific develop~nent applications within the Redevelopment Pr{~ject Area proceeding through the entitlement process of the City and/or the Agency pursuant to the Plan. Nothing in the foregoing paragraph of thi~ Section 2.5 shall modify the right of the Superintendent to receive payment of development fees authorized by Government Code Section 53080, et seq. or successor statutes thereto. The Superintendent acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows' "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." The Superintendent hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code, exclusively with respect to the claims which it releases or may have released pursuant to this Section 2.5.. 2.6 No Overcrowding Resolution. The Superintendent certifies that it has not, and covenants that it will not, make or transmit findings, pursuant to Health and Safety Code Section 33445.5, that conditions of overcrowding exist in areas within the Superintendent which serve pupils who reside within or adjacen~ to the Redevelopment Project Area or any other ~'tmt.:7500_2 ] 3361 B2621.40 8 redevelopment project area within the City and that the conditions of overcrowding result from actions taken by the Agency in implementing the Project and the Plan or any other redevelopment project or plan of the Agency. · Nothing in this Section 2.6 shall preclude the Superintendent, except as provided in Health and Safety Code Section 33445.5, from exercising its discretion as necessary to inform thc public orally or in writing as to conditions of overcrowding which exist in areas within the Superintendent which serve pupils who re:side within or adjacent to the Redevelopment Project Area. 2.7 Entire Agreement. This Agreement constitutes the entire, complete and final expression of the agreement between the parties and any changes, modifications or amendments thereto shall be legally binding and effective only upon duly executed written amendment hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ORANGE COUNTY SUPERINTENDENT OF SCHOOLS APPROVED AS TO FORM: By: Its; "SUPERINTENDENT" Counsel to the Orange County Superintendent of Schools ANAHEIM REDEVELOPMENT AGENCY, a public body By: Chairman "AGENCY" ATTEST: PtJBL:7500_2 t 3361 B2621.40 Agency Clerk APPROVED AS TO FORM: Stradling, Yocca, Carlson & Rauth, Agency Special Counsel mJm-:7500_2 ] 3361 B2621,40 10 AGREEMENT BY AND BETWEEN THE ANA. HEIbf UqNION I:_HGH .q .CAtOOL DISTRIC-~ AND THE ANA.HEkM REDEYq:'J,LOI~IENT AGENCY CONCERNING THE PROPOS]a;D COMMERCIALflNDUS-q'RIAL R-EIJE VE. LOPMENT PROJECT TI-lIS AGREENLENT (r. hia "Agreement") is entered into on tlaf day of , 1993 (the 'Effective Dan':'), by and between the ANAHEIM UNION HIGH SCHOOL DISTRICT, a public agency (tSe 'School District") and the ANAHEIM REDHVHLOPM]ENT AOEHCY. ti public hotly coclyc~ te and politic (~¢ 'agency-). '' _R EC.ITALS~ A. The Agency is a r~evelop)nem agency existing pursuant to the proviaioa.s of California Community Redevcloprr~m: Lava (California Hcakh and Safety Code Section 33000, ct .~¢.q.) which has been authorized r.o Iran.sac[ business and excrci~ thc powers of a. redevelopua::nt agency pursuant to action of the City Cc>urtcil of the City of' Anaheim (the "City Council'). B. The Agency is pr~¢ntIy processing a Redevelopment Plan (the 'Plan') for the proposed Commercial/Industrial Redevelaptnenr Project (die "Project'). C. i'he proposed Plan contains provisions auLhorizing the allocation to the Agency property tax revenue:a derived from propeay lccat~ within the Redevelopment Project Area pursuant to California Health arid Safety Code Section 33670~). D. The School District ia an at'h'ztcd taxing entity, a defined in Section 33353.2 the Health and Safety Code, which has general purpose and special bonded hadebr.~ness ad ~.~,/orem property taxa levied on its behalf by thc County of Orange on certain arc:as which, in the event a-t ordinance were approved adopting the Plan, would be includcd within thc: Redevelopment Project Area. E. Section 33401. of thc Health and Safety Code authorizes the Agency to pay an affectcd taxing entity with re..rrirocy wiLhin the Redevelopment Project .--~ea that mount of mor',e,y which the Agency determir~ is appropriate to alleviate the financial burden or detriment cau~cl such entity by r..he Plan. F. The Agency ha found and determined that, in [he cvcnt that the Plan is adopwxl, it would be appropriate to alleviate that financial burden or' detriment caused [o the School District by the PIan by paying [o the School ]District certain monies consistent wir. h Section 1.2 of this A£rc-cmcnl:. all in accord:~nce with Section 33401 of the Health and Safety Codc. G. The School District and the Agency desire to resolve anti settle, once and for all time.i, all present, pa.st and future contro,.-er,;i:a, claia~, causes of act.ion or purportccl Catl.5~ of action, differences or disputes, both real and potential, ensuing against the City of Anaheim "City") and the .Agency in relation4hip ro thc Project and Lb.c Plea. Noth.h~g hcr¢lll shall be ~ . -t . _ ~ .a construed as waiving the ,School District':; right to make application for and receive further a3sisr, ancc from the Agency pursuant to Sex:rion 33401 of the I4:ealth and Safety Code with r~pec~ to any redevelopment plans or plat,_ amendmenB acloptr-,d by the Agency in the future, provided that both parties acknowledge that nothing in this Agreement shall obligate the Agency to make 5uctl aasistance to the School District. NOW, THEREFORE, in consideration of the fl~regoing and the mutual promises and covenants contained herein, the p~'ties agree a~ follows- - -- Section l. _Disrrib i~tlj.V_u_~ Ta~~ · · 1.1 ..Det-~tionS. For p~xtx:~es of Ihi,,i Agreement, the following terms will have the stalmt definitions- (a) "Bonded Indebtedness" shall mean indebtednms incurred by thc Agency for an7 bonds, note~, interim certificates, debereures, certiflcatea of participation or other obligations issued by the Agency a~ it deems necessary .or appropriate in implementation and for the fl. lrtherance of the Plan pursuant to Arlicle 5 (commencing with Section 33640) of Chapter 6, Part I of the Community Redevelopment I.aw. the following June 30. (0 'County" m~:an~ the County of Orange, California. "Fi.~cal ¥¢ur' shall mean ll~e period from July I tO and includtng (d) "O ' " rdmance shall mean the ordinance approving the Plan. (e) c "R~ev.e(o,p~rnent Project Area' means the property within the boundaries of the proposed ommercla]/trxlustrial Redevelopment Project. (f) 'School District's Share' ahall ~ that portion of Tax Increment allocated to and received by the Agency pursuant to Health and Safemy Code Section 33670Co) re~ulting from the general purpose tax levy of the School District that, had the Plan not been adopted, would bc allocated and paid to the School District from the Redevelopment Project Area for thc benefit of the School Disuict's General Fund, as computed by the County Audltor- Controller, in accordance with the applicable, provisions of the California Revenue and Taxation Code. (g) 'Tax Increment' shall mean that portion of ad valorem property taxes resulting from the increase In assessed valuation over the 1993-1994 base year assessed valuation, which tax revenuea are allocated and paid to the Agency pursuant to California [4eatth and Safety Code Section 33670(b) from the Rodevolopmertt Project Area in accordance with thc Plan. Tax Increment shall refer to those ~,oxs collected a~i a result of the one percent (1%) levy allowed under Article XIIIA of the California Constitution. The following shall not be deemed to be Tax Increment for r. he purpose~ of this Agreement: L (l) The amount the Agency is rcqui_:ed to set aside for the purpose of low- to moderate-income housing pursuant to Health and Safety Code, Section 33334.2, or a successor si:at, ute; and (2) The amount the Agency is required to pay to the County as the property tax administration fee purst~qt to California Revenue and Taxation Code Semtions 97 and 97.5, or successor statutes; and (3) Th(: amount the Agency is required tn pay into lhe Educatlop. a[ Revenue Augmentation Fund ,~f the Co~mty pursuant to Healr. h and Safe. t), Code Section 33680 et seq., or sucx. es~;or statutes; and (4) Any amounts ~located to the Agency pursuant to H~tlth and Safety Code Section 3367ckq>) ,which t;'m AS¢[~cy may be mandamd to pay to another public entity and/or a statutorily creat~ fund pursuant to actions of the California Legislature. 'Term" shall mean the period of time tile Plan remains in effect. 1.2 Allocatio_..~n_ 9f Tixa ld:.c~rcme_m_.q~. Subject to fl~e li,~fitations of Sections 1.5 and 2.1 hereof, the School District's Share of ihe Tax Increment (as del'meal above in Section 1.1) shall be allcw2ted as provided in this Sectic,.n 1.2- (a) For each Fiscal Year commencing in the tax yem- which begins affec the Jaaum-y 1st next following ~e t~srnit~l of hbo 0~~p_B ~ r~uir~ by H~I~ ~d Safety Code S~ion 33375, &e Agency sh;~ll pay to a tn~st fi:nd known ~d d~ign~ed ~ ~e Anaheim Union High Sch~l Dis~icx Capital Proj~ S~ial Resole Fund, to be admi~stcrcd by ~ for the benefit of ~a Sch~l Dis~ict ~d at O~e School Dis~ict's sole cost ~d expeme (~e 'Fun6'), ~ ~ount eq~ to fi~ percent (50%) of file Sck~l District's Shoe of &e T~ Increment (as derhmd above in Semion 1.1). (b) Commencing in the ¢leve,v..h (1 it_h) Fiscal Y~ar in which the Agenc3 receives Tax Increment, ~e Agenc;t skil pay to ~e Fund, N ~dition to ~e amounm m be paid pursuit to p~agr~h (a) of ~is Section 1.2. ~ ~munt ~u~ to fifl~n ~rcent (15~) of · e School Dismicr's Share of ~e Adjusted ~e Y~r T~ P~crement, which shall be ca[cu~ by applying ~e Sch~l Dis~ict's mx rate ag aimt ~e amount of a~sed value Ly which ~c curt'cut y=~ u~s~s~ value ~ce~ me Adj,~t~ B~s~ y~ Ass~scd Value. The "Adjus~ B~e Yem Ass~cd Value" is ~e ~s~ed '~alue or me R~cvelopment Proj~t ~ea in ~e ~n~ (l~h) Fiscal Ye~ in ~ich the Agency r~t:ive~ T~ Increment. 'Adjust~ Base Yo~ T~ Increment" ref~s specifically to ~at portion of T~ I~rement resulting ~om thc incr~e in assc~ valuation over ~e Adjust~ Base Y~r ~s~scd Value. (c) Any payments to be made by the Agency pursuant to pazagraphs (a) and/or (b) above constitute ff'.e "District ,~mount.' Payment [o tllc Pt~m.l to( the Diatrio. Amount shall be made within sixty (60) day:', after tl~¢ fu-s£ allocation and payment by the County Auditor-Controller to the Agency of Tax Increment pursuant to die Plan for the Fiscal Ye~ for' which such payment is due hereunder, provided hhat payments in relation to allotments received between July 1 and December 31 of a~y Fish:al Year st~all be made no later than the following February 28, and that payments in relation to allotmen~ received between January I and June of any Fiscal Y'ear .~hall be made no later than the following August 30. (d) Notwithstsmding paragraphs (a) and/or (b) above, if litigation of wttatever form is filed by any person or entity challenging the Plan, the Environmental Impact Report prepared in connection therewith, the Ordina.~:e. or any proceedings of the Agency or the City in connection therewith, then the Alacrity shall c. au.s¢ all amuunts constituting the District Amount to be held in a segregated account, administered by the Agency, for the period of ~uch . litigation and, provided that the adoption of the Plan i!i not set aside or annulled aa ~e rmult of · such litigation, thc Agency shal! pay all mounts field in such segregated account into the Fund upon the f'mal and formal conclusion of :tach litigation. 1.3 _Book.~ and Record!. The Al~:z~:y shall, within sixty (60) days after receipt of written request from the Sehc~. 1 District, make available to the School District for review or audit its records or statements regardh~g the a]loc, azion and payment of Tax Increment to the Agency in accordance with the Plan purstmnt to Healfft and Safety Code Section 33670(b). 1,4 Section ~3367{i R~_2~olu__Atio___~. The: School District certifies that it shall no~ request receipt of revenues pursuant to &action 33676(a)(2) of the California Health and Code and within sixt'/ (60) days ef executing ti,is Agreement, the School District will repeal the resolution, if any, that it has adopted pur'mant to Health and Safety Code Section 33676(h) regarding the Plan. 1.5 P~.._~vme_B~_ 8t}b'Jf,&L!0 Indebte~?...~Af. Payments by t. ho Agency to the School District pursuant to Section 1.2 of this Agreement are mbject to the conditions and limitations set forth in this 8emion 1..5: (a) The Agency's obligation under this Agreement to make payment~ to the Fund is deemed to constitute an "indebtedness" within the meaning of California Health and Safety Code Sections 33670 and 336'~5. (b) Except as set forth herein, thc Agency's obligation to make payments hereunder shall be limited to Tax Increment fi'om ~e Redevelopment Project Area which is actually received a,M retained by the Agency. In no way shall the Agency be liable for such obligations from any other revenue,~. The City shall have no financial obligation or any other obligations by ¥irtu= uf this Agreement, and shall not be responsible for the discharge of obtigations of the Agency herein. (c) It is understood [.hat certain amounts of the taxes allocated to thc Agency pursuant to Section 33670 of ae (;alifornJa Health and Safety Cede must be set aside by me Agency .in special funds to service bonded indebtedn,:ss and to meet the Agency's obligation under Health and Safety Code Section 33334.2, or a successor stat'ate. It is also understood that certain amounts of' the taxe~ allocated to the Agency pur-quant to Section 33670 of the Healtl~ Safety Code must be paid by the Agency tt, the County and the Educational Revenue Augmentation Fund pursuant to California Reve~:ue and Taxation Code Sections 97 and 97.5 an, d Heal~ and Safety Code Section 33680 ~r se.q., respectivedy, or suc. c.~aor ~tarutes. The Agency's obligation to make the payment~ to the vurm pursuant to Section 1.2 hereof is and shall be f'n'~qt gt, bjec£ to and .junior ctrld ~'-~bordinate to EIo~ded Indcbltcdl~c,.sa, to Ll~.e Agency's obligations under L pus ~[11~H pu~ ~;'L6 p:m L6 suo[~S' *poD uo!n~xzl pure onU~AWd O~ muns~nd su°!rel~[lqO's,Lou~V ~ cu ptm 'olnlL'lS Jogx2o3n~ e Jo "~'~[£5t~ uoD:~aS apeD ~1,.i~9 pu~ ti~lL, oH ._]' ,, connection wiLh the Agency's election to i:~ue and sell bonds secured by Tax Increment from the Redevelopment Project Area under he Plan. include in ~'he si.zing o£ the b<>nd issuance an amount to be secured by the '/'ax Increment payable to thc Fund pursuant to Section 1.2 of this Agreement. Such request by the School District shall be subject in all respects to the Agency's full discretion to determine the amount of l:he bond issue, maturity, intereSt rates and all other material terms, The Agency agrees to consider in good faith such request and endeavor to include such mount in t~e bond issuance. In the event 'bonds arc i.saue,..d pur-~uant to this paragraph, the Agency shal} pay to the School District, ripen receipt, that portion of the bond proceeds which is secured b7 the Tax Increment payable to thc Fund pursuant to Sect[on 1.2 hereof (as reduced by the pro rata costs of issuance,- reserve funds and all othe: mounts allocable to that onion o*' ' , P . . the bond ~ssuan,:e ~¢cm-ed hr, ~h,~ Tax Increment). To the extent of such paym=nt, thc A&cncy':s obligation pur:mant to-,S-e~t~c,~"~.2 hereof to pay Tax Increment shall be full3, satisfied. The School District shall evidence.fn writing, to the satisfaction of Agency's bond counsel, its consent to ~e terms of the issuance ami the e×tlnguishmem of the -A-gency'g obligation to pay the corresponding Tax Increment. The School District acknowledges that numerous lawx, restrictions and regulations apply to the issuance of bonds and it' bonds are issued pursuant to this paragraph and the Tax Increment is !ncluded in the issuance, then the School District agrees to comply with all requirements that Agency's bond counsel may deem applicable in its judgment, including, without lirnitafon, all applicable federal tax and sccurity law requiremenr_s and all other applicable requirements of state and federal law. (g) Notwithstanding the ott~cr provisions of this Section 1.5, no payment shall be made by the Agency in any lqscal Year pursuant to this Agreement if such pa.vrnent would impair any contract, obligation to service Blinded Indebtedness or any other existing obligation entered into b~, the Agency prior to the execution of this AgreemeS:t. (h) Nom'ithstanding any other provisions of this Agreement to the contrary, the Age. n, cy's obligation to make payment~ to ~e, Fund under this Agreement in tony single Fiscal Ye.ar ghall not: (i) exceed the ;u'r'~ount o~' Tax Increment which would have been received by' the School District if all ~e Tax Increment from the Redevelopment Project Area hnd ho~n allocated to all the affected taxing .vtgoncios without regard :o thc di¥iaion of taxes required by Health and Safety Code Section 33670; (ii) viola~ the expenditure limitation under Article XI11B of' the California Constitution; or (iii) be contrary to any provision of the laws or' the S~ate of California. (i) No payme~t.s ~hall be m:~de Ijy the Agency tO thc :Fund, either from Tax Increment or from any od,.er source of fi~nda, except as expressly set fort}] in Sections 1.2 and 1.5 of this A,~reemcr, t. (J) 'l~e School District shall ind~:mnify, defend and hold harmless the Aget~y, the City anO their respective ot'licers, employees, representatives and agents from any and all claims, 'liabilities and causes of action asserted b7 a~}y third party ag;tinst the Agency or ff, e City by rc.n.qon of Ihe Agency',: thi~ Agreement. . payment of fundg ia the ITL~nt~r described in Scction 1.2 of 1.6 ~Fund. Tt~c morties paitl to th~., School District pursuant 1.2 herein shall be used v,'iil:in the-City for [awfu! School District purposes which wilt° Section lbeof be. horSt ro the Redevelopment Project Area. Upon written r~:quc~t by fl'~e --\gc~cy, thu School District shall promptly provide without cl~arge a written statement accounting for the ea:penditure. of monies deposited in the Fund. Section 2. 2.1 Eff~t, jve .D~te an.4_'Tern~__.2. This Agreement shall become effective upon the date of execution of thins Agre=rnent by the, Agency m-.d thc School Diarrict (the "Effective Date") and shall remain in effect until all Agency debts arc paid pursuant to this Agreement, or until the limit for incurring indebtedness as stated b~ the Plan expire, s, whichever event occurs last. Notwithstanding the foregoing, this Agreement shali terminate automatically and be of no further force or effect In the event the City faiB to adopt the Plan on or before December 31, 1994, or · o adoption of thc Plan should bu set u3i{le or annulled as r. he result of lttlgarion. · If as a result of tile terms, il:nd ctmditi~rts nf this Agreement any deparmmnt of the State of California, the Stare of California Legislature, or a court of law, imposes restrictions, conditions, penalties, mandatory payments, by the Agency to taxing entities, or any other conclitlons or requirements, which in any way adversely affects the normal, :accepted, and standard revenue sources and accounting practice~ and amount of revenues with regards to the financing of services and facilities of tk;e .S,;hool District ms provided for by the Community Redevelopment Law or otherwise lay the State of' California, then at the sole discretion of the School District this Agreement shall be terlninated and be of no other further force or effect and thereafter be renegotiated between the Schc~al District and the Agency. If any depa.rtmenc of thc St.~tc of C_~ifurnia, tile State or California Legislature, or a court of law imposes restrictionS, conditit)rm, penalties, statutory requirements, mandatory payment~ ~o taxing entiti~ or any other requirements which in any way adversely affecu the current method of tax increment allocation and/or thereby the amount of tax increment payable to and/or expendable by the Agency for non-mandate, x.t purposes under the Plan, and/or the amount c~f tax increment allocable to the Agency tr~ pay the School District, and/or the amount of funds to be set aside or mandated to be paid to or expe~ldcd for taxing entities as provided for by the Communi~ Redevelopment Law or oth~tm,jso by tho State of California, then ar the ~o1¢ discretion of the Agency this Agreement si}all be terminated and be of no other further force or effect and thereafter be reneg0tiatccl between the School District and the Agency. In clarification of the foregoJ, ng two paragraphs, in the event the Agency or the School District in their r~pcctive dixcrmionary acts terminate this .Agreement or a court modifies the Plan as described in the second paragraph of this Section 2. t, the Agency and the School D[strict agree each is obligated to negotiate in good faith rawarcl an amended or new pax~-through contract, which contract provides reasonably remaining financial benefit to the School District, and reasonably equivalent remaining tax increment funds allocable and paid to and/or retained and cxpenclalale by the Agency in reration t,) the legislative requirements and circumstance6 at the time of such rcnegotiarions, all in full compliance with thc Communlv:. Redevelopment Law and all edger applicable laws. 2.2 School District Emp!9~_tance. The Azency shall develop an informational program [o notify SchooI Dislrict employees that they may be eligible for those affordable housing programs administered b7 the City, the Agency and the Anaheim Flou~ing Authority ,which give preference to School District pcr~oniml cmployctl i~t tltu City. 'rills Sectlorl 2.2 shall not be construed to require the ,Agency or the City to develop or implement new affordable housing programs for School District employ, eeo. 2.3 h_G. hjj&Care F~c~eA. The Aget3~ shall work with the YMCA to develop an informational program to notify School District employees of' the availability of openings in the new Union Pacific Depot child care center in the d~,wntown Redevelopment Project Alpha. The informational program will be made :availabI, to School District employees prior to thc: open enrollment period of' the child care facility. 2.4 ~. If after this Agreement is executed, thc State: of California er:acts laws or policies in conflict with all or any portiol~ of this Agreement, the Agency and the School Diat.,qct may mutually agrcx: to excuse performm'~cc of all or any portion of this Agreement by the Agency or the School I)istricr. ' · In the event any section or portion of thi:3 Agreement shall be held, found or detem~ined to be unenforceable or invalid for any reasm~ whatsoever, the remaining provisions sl~all remain in effect, and the partie2 thereto shall take l'urther actions as may be reasonably necessary and available to tl~em to effectultt¢ the intent of the parties as to all provisions set forth in this Agreement. 2.5 ~t1~-. ~ll~e School District certi:fies to the Agency that it has received all notices, ,~x-itten or published, that it are required by the Community Redevelopment Law to bc provided during the process lending to the adoption of thc Plan, and the School District hereby wnives any and all lcgal rights it may have to content the Plan or thc Envirunmental Impact Report prepped in connection thcrcwitt~ due to a failure to receive any statutorily required notice. ' 2.6 Rele-,a.s~.an~Cove_nitut Not t0. Su_.__~e o._r C_h~. The School District rule~tses the City and me Agency from any and all claims or causes or' action, and covenants and agrees and irrevocably bind:~ itself and its officers, emplc,yees, agents and representatives forever at nn rime. or place to con'Lrnence or participate in or prosecute any actions on acCount of any claim or causes of' action, whether past, prt~cnt or future, arising out of ',he Cltv's and the Agency's adoption of the Plan, or the City's or the A ' ger~cy s lawful activiti~ i~ implementation o1' and pursuant to the Plan. T~e School District agrees that neither it, nor its officers, employees, agents or representatives at the expense, direr. Lion, recommendation or encouragement of the Sck, ool District, shall file or particip~.te ir, opposition to the Agency or the City in any challenge attacking or otherwise questioning (i) the validity of the Plan, or (ii) the adoption or approval of the Plan, or (iii) any of the findings, determirtafio~ts, or filings previcmsly made hy the Agency or the City Council in connectkm with the Plan, or (iv) the implementation of the Plan. or (v) any of its supporting documenu~tion including.., without limitation, any Environmental Impact Report prepared for tim Pl,'m In commction wit2 the actions set forth in paragraph:t (i) through (v) atSove. The School District furlhermore agre¢~ that neither ir, nor its officers, employees, agents or repre-.sentxtivex at the expense, direction, recommendation or encouragm-nent of the School District, shall file or participate in opposition in any challenge to any zoning change;, general plan amendments, conditional use permit,i, or any other specific development applications ,a/ithin the Redevelopment Project Area procex:ding through the entitlement process of the City a~./or the Agency pursuant to tl~e t'lan. The School District acl,a~owlalgea ~ai it is aware of and familiar with provixiana of Secticm 1.54'2 of the California Civil Code, which provides as follow' 'A general rclcale do~s not extend to claims which the cr~itor does not know or suspect to exist in hi~ favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.' The School District hereby 'waives and relinquishe, s all_rights and benefits which it may have under Section 1542 of the California Civil-Code. 2.7 No Ovcr~0wd_ing ~oltldoB. -The achool Diatriet certifles ~at It has not, and covenants thai it will not, make or transmit findi.u~gs, pursmam: to Health and Safety Code Section 33445.5. that conditian.s of overcr~wding exist in areas within tl~e ~ch~l Digtrict which serve pupils who reside within or adjacen/-m the R~levelopment Projec~ Area or any other redevelopment project area within the City and '.hat the conditions of overcrowding result fi'om actions taken by the Agency in im?lementing the Project and the Plan or ~ny otl~er redeveloi~meat project or plan of the Agency. Nothing iii this Section 2.7 !'&ali preclude the gcho<~l Distric:, except as provided in Health and Safety Code Section 33445.5,, from exercising its discretion as neces.sary to lnform the public orally or in writing as m condifi,:~ns of overcrowding which exist in areas within the School Disu'ict which serve pupils who re4ide withLn or adjacent to the Redevelopment Project Area. 2.8 Entire A_green~qB!. ')'hi.q Agreement constitutes fl~e entire, complete and final expression of the agreement between lhe parties and any change~, modifications or amendments thereto shall be legally bindine and effective only upon duly executed written amcntlment ltereto. - IN WITNESS WHEREOF, thc parties hereto have executed this Agreement on the day and year first above written. ANAHEflvl UNION HIGH SCHOOL DISTRICT, a public agency By:._._ Its:......___ ATTEST: 'SCHOOL DISTRICT' APPROVED AS TO FORM: Best, Best and Krieger District Counsel ANAHEIM REDEVI~r_DPMENT AGENCY, a public body corporate and politic By: Ch~alrman ATTEST: 'AGENCY' Agency Secretary APPROVED. AS TO FOR2vI: Slradllng, Yocca, Carl~on & Rauth Agency Special Coumel