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HomeMy WebLinkAboutRES NO OB002-15RESOLUTION NO. 0f3 ,0.02- 15 A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE DISSOLVED BAKERSFIELD REDEVELOPMENT AGENCY APPROVING A SETTLEMENT AGREEMENT AND MUTUAL RELEASE AMONG THE KERN COUNTY SUPERINTENDENT OF SCHOOLS ( "KCSOS "), BAKERSFIELD CITY SCHOOL DISTRICT ( "BCSD "), KERN HIGH SCHOOL DISTRICT ( "KHSD "), FAIRFAX SCHOOL DISTRICT ( "FSD "), AND KERN COMMUNITY COLLEGE DISTRICT ( "KCCD ") AND THE BAKERSFIELD REDEVELOPMENT AGENCY ( "BAKERSFIELD RDA "). WHEREAS, the Oversight Board for the Successor Agency to the Dissolved Bakersfield Redevelopment Agency (the "Oversight Board ") has been appointed pursuant to the provisions of Health and Safety Code Section 34179; and WHEREAS, the Successor Agency to the Dissolved Bakersfield Redevelopment Agency ( "Successor Agency ") is a public agency pursuant to Health and Safety Code Section 34173; and WHEREAS, KCSOS, BCSD, KHSD, FSD and KCCD referred herein as the local educational agencies ( "LEA's ") asserted that provisions of the Health and Safety Code required the former Bakersfield RDA to make pass- through payments pursuant to AB 1290 ( "Pass- through Payments ") to the LEA's as local taxing entities within the former Bakersfield RDA project areas; and WHEREAS, pursuant to ABX 1 -26, on February 1, 2012, the former Bakersfield RDA was dissolved, and the Bakersfield Successor Agency ( "Bakersfield SA ") was created by law to wind down the operations and business of the former Bakersfield RDA; and WHEREAS, in June 2013, KCSOS, through its consultant Public Economics, Inc., made, on behalf of itself and the other LEA's, an initial request to the Bakersfield SA for unpaid Pass- through Payments for fiscal years 2008/2009 thru 2010/2011 ( "Pre- Dissolution Pass - through Payments "); and WHEREAS, in August 2015, KCCD made a request to the Bakersfield SA for unpaid Pass - through Payments for Fiscal Years 2008/2009 thru 2010/2011 ("Pre - Dissolution Pass- through Payments "); and Page 1 of 4 Pages - WHEREAS, these Pre - Dissolution Pass - through Payments constitute enforceable obligations of the Bakersfield SA per Health and Safety Code Section 34171(d)(1)(C), since (i) they are 'obligations imposed by the State law' for years prior to dissolution of the former Bakersfield RDA, and (ii) they are not "pass- through payments that are made by the county auditor- controller pursuant to [Health and Safety Code] Section 34183," which payments are' exclusively for years after dissolution of the former Bakersfield RDA; and WHEREAS, the Parties have been working cooperatively to identify and reach an amicable, full and final settlement relating to the amount of these Pre - Dissolution Pass - through Payments that have been alleged to remain due and owing to the LEA's; and WHEREAS, on April 15, 2015, the KCAC notified the Successor Agency of the KCAC's calculations of the AB 1290 pass- through underpayments based on the Los Angeles Court Decision by a letter which is attached to the administrative report. Subsequently, the KCSOS agreed to adopt the KCAC's figures for their claim, and the KCSOS revised their total demand to $532,294.41; and WHEREAS, the KCCD also adopted the KCAC's figures for their claim in the amount of $74,020.66; and WHEREAS, except as otherwise set forth herein, nothing in this Settlement Agreement is intended to affect or waive the rights of any of the Parties in relation to future Pass - through Payments; and WHEREAS, the LEA's and Bakersfield SA have reached a settlement of their disputes related to the Pass - through Payments, which settlement is set forth in the "Settlement Agreement and Mutual Release" dated May 20, 2015, an executed copy of which is attached hereto as Exhibit "A" and the "Settlement Agreement and Mutual Release" dated September 2, 2015, an executed copy of which is attached hereto as Exhibit "B" (collectively "Settlement Agreements and Mutual Releases "); and WHEREAS, pursuant to Health and Safety Code Section 34180, the Bakersfield SA has submitted the Settlement Agreements and Mutual Releases to the Oversight Board and requested its approval of the Settlement Agreements and Mutual Releases so that it may be valid and binding agreement; and WHEREAS, this matter was considered by the Oversight Board at its special meeting of September 10, 2015. C\u..„W,w+Mwoom„\evn"k, \W" \T. w mlm, Fl wMM.Wlm\ e"Kmno&P.e ry Pm" ieu.oeo NOW, THEREFORE, BE IT RESOLVED by the Oversight Board as follows: SECTION 1. The foregoing recitals are true and correct, and, incorporated herein. SECTION 2. The Oversight Board hereby finds and declares that, as set forth in the Settlement Agreements and Mutual Releases, the Settlement Agreements and Mutual Releases shall be recognized by the Department of Finance as an enforceable obligation with a total value of Six Hundred Six Thousand Three Hundred Fifteen and 07/100 Dollars ($606,315.07). Such sum shall be paid from Redevelopment Property Tax Trust Fund ( "RPTTP) moneys to the Bakersfield SA in the manner specified in the Settlement Agreement and Mutual Release for payment to the LEA's. SECTION 3. The Oversight Board hereby approves the Settlement Agreements and Mutual Releases. SECTION 4. The Secretary shall certify to the adoption of this Resolution. PASSED AND ADOPTED by the Oversight Board at the special meeting held on September 10, 2015. 'ffi.51� [\ Ilan\ Phwrenp> GMau\ Laul \MkrvnM1 \WInEOwt \iem{anrylnumnF ,s\ em 0,te k \UM8Q1OM.O.Pan Th,, I— LO—Dmt ATTEST: STATE OF CALIFORNIA COUNTY OF KERN } CITY OF BAKERSFIELD } I, ROBERTA GAFFORD, Acting Secretary to the Oversight Board, hereby certify that the foregoing resolution was duly adopted at the regular meeting of the Oversight Board on September 10, 2015. v AYES: BOARD MEMEBERS: Ea &4- *--y WA �'T?Y�V S: BOARD MEMBERS: MaAil, EN : BOARD MEMMBERS ' 92�6k r C!fbW ROBERTA GAFFORD, Acti Secretary APPROVED SEP 10 1015 By A. PHILLIP BENTLY CHAIR, Oversight Board APPROVED AS TO FORM: VIRGINIA GENNARO City Attorney 4411—� OSHUA H. RUDNICK Deputy City Attorney II JHR:dll c:W nrsUbwrtrc.Uned,e \wu MnrcA,orc�wmaw.U.mw,+v memo rie,���nm oxmt�uvwoROgosr,., m,. vmu li.s.oeo AGREEMENT N0. SA 1 5-001 / O0 15 _Oo I SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release ( "Settlement Agreement ") is made and entered into as of the 20th day of May, 2015 (the "Effective Date "), by and between the following parties. 1. Kern County Superintendent, Schools, a California public education entity ( "KCSOS "); and 2. Bakersfield City School District, a California public school district ( "BCSD "); and 3. Kern High School District, a California public school district ( "KHSD "); and 4. Fairfax School District, a California public school district ( "FSD "); and 5. City of Bakersfield, as Successor Agency ( "Bakersfield SA") to the former Bakersfield Redevelopment Agency ( "Bakersfield RDA "). KCSOS, BCSD, KHSD and FSD may be referred to herein as the local educational agencies ( "LEA's "). KCSOS, BCSD, KHSD, FSD and Bakersfield SA may be referred to herein individually as a "Party" or collectively as the "Parties." RECITALS WHEREAS, the LEA's asserted that provisions of the Health and Safety Code required the former Bakersfield RDA to make pass- through payments pursuant to AB 1290 ( "Pass- through Payments ") to the LEA's as local taxing entities within the former Bakersfield RDA project areas; WHEREAS, pursuant to ABX 1 -26, on February 1, 2012, the former Bakersfield RDA was dissolved, and the Bakersfield SA was created by law to wind - down the operations and business of the former Bakersfield RDA; and WHEREAS, in June, 2013, KCSOS, through its consultant Public Economics, Inc. made, on behalf of itself and the other LEA's, an initial request to the Bakersfield SA for unpaid Pass- through Payments for fiscal years 2008/2009 thru 2010/2011 ("Pre - Dissolution Pass - through Payments "); and WHEREAS, these Pre - Dissolution Pass - through Payments constitute enforceable obligations of the Bakersfield SA per Health and Safety Code Section 34171(d)(1)(C), since (i) they are "obligations imposed by State law" for years prior to dissolution of the former Bakersfield RDA, and (ii) they are not "pass- through payments that are made by the county auditor- controller pursuant to [Health and Safety Code] Section 34183," which payments are exclusively for years after dissolution of the former Bakersfield RDA; and Settlement Agreement and Mutual Release WHEREAS, the Parties have been working cooperatively to identify and reach an amicable, full and final settlement relating to the amount of these Pre- Dissolution Pass- through Payments that have been alleged to remain due and owing to the LEA's; and WHEREAS, except as otherwise set forth herein, nothing in this Settlement Agreement is intended to affect or waive the rights of any of the Parties in relation to future Pass - through Payments. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Parties agree as follows: Governina Board Aooroval: The Parties agree that this Settlement Agreement is contingent upon approval by each Party's governing board ( "Board "). In the event that any Board rejects this Settlement Agreement, this Settlement Agreement shall be of no force and effect and none of the Parties shall be deemed to have waived any rights with respect to the disputed Pass - through Payments. 2. SatHement of Claims: The Parties hereby agree to resolve all disputes related to the amount of Pre - Dissolution Pass - through Payments due to the LEA's in the total amount of Five Hundred Thirty -Two Thousand Two Hundred Ninety Four Dollars and 41/100 Cents ($532,294.41) as follows: a) KCSOS Obligation. The Bakersfield SA shall pay from funds it receives from the Real Property Tax Transfer Fund ( "RPTTF") a Pre - Dissolution Pass - through Payment to KCSOS in total amount of Twenty -Three Thousand Nine Hundred Eighty -Nine Dollars and 951100 Cents ($23,989.95) (the " KCSOS Obligation "). b) BCSD Obligation. The Bakersfield SA shall pay from funds it receives from the RPTTF a Pre - Dissolution Pass - through Payment to BCSD in the total amount of Two Hundred Fifty -Nine Thousand One Hundred Three Dollars and 86/100 Cents ($259,103.86) (the "BCSD Obligation "). c) KHSD Obligation. The Bakersfield SA shall pay from funds it receives from the RPTTF a Pre - Dissolution Pass - through Payment to KHSD in the total amount of Two Hundred Forty -Seven Thousand Three Hundred Four Dollars and 50/100 Cents ($247,304.50) (the "KHSD Obligation. d) FSD Obligation. The Bakersfield SA shall pay from funds it receives from the RPTTF a Pre - Dissolution Pass - through Payment to FSD in the total amount of One Thousand Eight Hundred Ninety -Six Dollars and 10/100 Cents ($1,896.10) (the "FSD Obligation "). Settlement Agreement and Mutual Release e) RPTTF. The Bakersfield SA shall satisfy the KCSOS, BCSD, KHSD and FSD Obligations (collectively, the "LEA Obligations ") from monies it receives from its RPTTF. The Parties acknowledge that any payments from the RPTTF to the Bakersfield SA must be approved by the Oversight Board for the Bakersfield SA (the "OB ") and the State Department of Finance ("DOF "). Subject to approval of the OB, the Bakersfield SA shall schedule payment of the LEA Obligations as "recognized obligations" on the Recognized Obligation Payment Schedules CROPS ") for the period of July 1, 2015 to December 31, 2015 (20152016 ROPS A Period). Bakersfield SA's funding of the LEA Obligations will be triggered by and funded as recognized obligations on the 20152016 ROPS B (period January 1, 2016 to June 30, 2016). a) Excepting the obligations arising out of this Settlement Agreement, each Party, on behalf of itself, and all present or former Board members, officers, employees, agents, attorneys and representatives, successors and assigns, and each of them (the "Party Representatives "), does hereby fully and finally settle, release, relieve, acquit and forever discharge all other Parties and their Party Representatives from any and all claims, claims for indemnification or contribution, complaints, causes of action, demands, liabilities, losses, or damages, including attorneys' fees and costs, experts' and consultants' fees and costs, whether asserted, or that could have been asserted, known or unknown, which the Party or Party Representatives may now or hereafter have against any other Party and their Party Representatives, arising out of or in any way related to the matters herein. b) Each of the Parties hereto acknowledges that it is familiar with 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 or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. C) Except as provided for specifically in this Settlement Agreement, the Parties waive and relinquish any and all rights and benefits which they may have under, or which may be conferred upon them by the provisions of Section 1542 of the California Civil Code, to the fullest extent that they may lawfully waive such rights or benefits pertaining to the subject matter of this Settlement Agreement. In connection with such waiver and relinquishment, the Parties hereby acknowledge that they are aware that they or their attorneys may hereafter discover claims or facts in addition to or different from Settlement Agreement and Mutual Release 3 those which they now know or believe to exist with respect to the subject matter of this Settlement Agreement, but that it is the intention of each of the Parties to this Settlement Agreement to hereby fully, finally and forever waive said claims, whether known or unknown, suspected or unsuspected, which concern, arise out of, or are in any way connected with the matters set forth in this Settlement Agreement. SKC OS BCSD � KHSD FSD Baked Except for proceedings to enforce the terms of this Settlement Agreement and proceedings related to matters not released by this Settlement Agreement, the Parties covenant and agree that at no time subsequent to the date of their respective executions of this Settlement Agreement will they file or maintain or cause or knowingly permit the filing or maintenance of, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim, or action of any kind, nature or character whatsoever, known or unknown, which they may now have, or have ever had, or which they may later discover, against another Party or Parties, which is based in whole or in part on any act, omission or event relating to the matters herein. The Parties agree that this Settlement Agreement shall constitute a full and complete defense to, and may be used as a basis for a permanent injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted by any of them in breach of this Settlement Agreement. Any damages suffered by any of the Parties by reason of any breach of the provisions of this Settlement Agreement by any of the other Parties shall be recoverable including attorneys' fees and costs reasonably incurred in instituting, prosecuting or defending any action, grievance, or proceeding resulting from said breach of this Settlement Agreement. 4. No Admission of Liabiliri: This Settlement Agreement embodies a compromise of disputed issues and is made in good faith. The Parties understand that no Party hereto admits any negligence, breach of contract, or any wrongdoing in connection with the matters herein referred to, and that the compromise embodied in this Settlement Agreement is not an admission of any fault or culpability by any Party. Settlement Agreement and Mutual Release those which they now know or believe to exist with respect to the subject matter of this Settlement Agreement, but that it is the intention of each of the Parties to this Settlement Agreement to hereby fully, finally and forever waive said claims, whether known or unknown, suspected or unsuspected, which concern, arise out of, or are in any way connected with the matters set forth in this Settlement Agreement. nt0 BCSD KHSD FSD Bakersfield SA d) Except for proceedings to enforce the terms of this Settlement Agreement and proceedings related to matters not released by this Settlement Agreement, the Parties covenant and agree that at no time subsequent to the date of their respective executions of this Settlement Agreement will they file or maintain or cause or knowingly permit the filing or maintenance of, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim, or action of any kind, nature or character whatsoever, known or unknown, which they may now have, or have ever had, or which they may later discover, against another Party or Parties, which is based in whole or in part on any act, omission or event relating to the matters herein. The Parties agree that this Settlement Agreement shall constitute a full and complete defense to, and may be used as a basis for a permanent Injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted by any of them in breach of this Settlement Agreement. Any damages suffered by any of the Parties by reason of any breach of the provisions of this Settlement Agreement by any of the other Parties shall be recoverable including attorneys' fees and costs reasonably incurred in instituting, prosecuting or defending any action, grievance, or proceeding resulting from said breach of this Settlement Agreement. 4. No Admission of Liability: This Settlement Agreement embodies a compromise of disputed issues and is made in good faith. The Parties understand that no Party hereto admits any negligence, breach of contract, or any wrongdoing in connection with the matters herein referred to, and that the compromise embodied in this Settlement Agreement is not an admission of any fault, liability, or culpability by any Party. Settlement Agreement and Mutual Release those which they now know or believe to exist with respect to the subject matter of this Settlement Agreement, but that it is the intention of each of the Parties to this Settlement Agreement to hereby fully, finally and forever waive said claims, whether known or unknown, suspected or unsuspected, which concern, arise out of, or are in any way connected with the matters set forth in this Settlement Agreement. SOS BCSD K D FSD Bakersfield SA d) Except for proceedings to enforce the terms of this Settlement Agreement and proceedings related to matters not released by this Settlement Agreement, the Parties covenant and agree that at no time subsequent to the date of their respective executions of this Settlement Agreement will they file or maintain or cause or knowingly permit the filing or maintenance of, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim, or action of any kind, nature or character whatsoever, known or unknown, which they may now have, or have ever had, or which they may later discover, against another Party or Parties, which is based in whole or in part on any act, omission or event relating to the matters herein. The Parties agree that this Settlement Agreement shall constitute a full and complete defense to, and may be used as a basis for a permanent injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted by any of them In breach of this Settlement Agreement. Any damages suffered by any of the Parties by reason of any breach of the provisions of this Settlement Agreement by any of the other Parties shall be recoverable including attorneys' fees and costs reasonably incurred in instituting, prosecuting or defending any action, grievance, or proceeding resulting from said breach of this Settlement Agreement. 4. No Admission of Llablllty: This Settlement Agreement embodies a compromise of disputed Issues and Is made in good faith. The Parties understand that no Party hereto admits any negligence, breach of contract, or any wrongdoing In connection with the matters herein referred to, and that the compromise embodied in this Settlement Agreement is not an admission of any fault, Ilabllity, or culpability by any Party. Settlement Agreement and Mutual Release those which they now know or believe to exist with respect to the subject matter of this Settlement Agreement, but that it is the intention of each of the Parties to this Settlement Agreement to hereby fully, finally and forever waive said claims, whether known or unknown, suspected or unsuspected, which concern, arise out of, or are in any way connected with the matters set forth in this LSettlement Agreement. SKD OS BCSD KHSD F Baku d) Except for proceedings to enforce the terms of this Settlement Agreement and proceedings related to matters not released by this Settlement Agreement, the Parties covenant and agree that at no time subsequent to the date of their respective executions of this Settlement Agreement will they file or maintain or cause or knowingly permit the filing or maintenance of, in any slate, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim, or action of any kind, nature or character whatsoever, known or unknown, which they may now have, or have ever had, or which they may later discover, against another Party or Parties, which is based in whole or in part on any act, omission or event relating to the matters herein. The Parties agree that this Settlement Agreement shell constitute a full and complete defense to, and may be used as a basis for a permanent injunction against, any action, suit, or other proceeding which may be Instituted, prosecuted, or attempted by any of them in breach of this Settlement Agreement. Any damages suffered by any of the Parties by reason of any breach of the provisions of this Settlement Agreement by any of the other Parties shall be recoverable including attorneys' fees and costs reasonably incurred in instituting, prosecuting or defending any action, grievance, or proceeding resulting from said breach of this Settlement Agreement. 4. No Admission of Liability: This Settlement Agreement embodies a compromise of disputed issues and is made in good faith. The Parties understand that no Party hereto admits any negligence, breach of contract, or any wrongdoing in connection with the matters herein referred to, and that the compromise embodied in this Settlement Agreement is not an admission of any fault, liability, or culpability by any Party. Settlement Agreement and Mutual Release 5. Attorneys' Fees: Except in any proceeding to enforce this Settlement Agreement, each Party shall bear its own fees and costs. 6. Enforcement of Settlement: In any proceeding to enforce any rights and /or construe any obligations under this Settlement Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred, including compensation paid to experts. 7. Authority: Subject to the provisions of Paragraph 2.(e), above, recognizing the need for approval by the OB and DOF, each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that the person executing this Settlement Agreement on behalf of that Party has been properly authorized and empowered to enter into this Settlement Agreement and bind that Party hereto. 8. Interpretation: This Settlement Agreement shall be interpreted and enforced in accordance with the laws of the State of California, provided that no provision of this Settlement Agreement shall be interpreted for or against a Party because that Party or Parties' legal representative drafted such provision, and that this Settlement Agreement shall be construed as if jointly prepared by the Parties. 9. Independent Counsel: Each of the Parties to this Settlement Agreement warrants that it has, through its representatives, carefully read and understood the terms and conditions of this Settlement Agreement, and that it has not relied upon the representations or advice of any other Party or any attorney not its own. 10. Amendments: No modification, waiver, or amendment to this Settlement Agreement shall be valid unless the same is in writing and executed by the Party against which the enforcement of such modification, waiver or amendment is or may be sought. 11. Counterparts: This Settlement Agreement may be executed in one or more counterparts, each of which shall be deemed an original. A facsimile or electronic signature shall be deemed to be the equivalent of the actual original signature. All counterparts so executed shall constitute one Settlement Agreement binding all the Parties hereto. 12. Severability: The Parties agree that should any provision of this Settlement Agreement, or any portion of any provision, be declared or determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, the remainder of the provision and the Settlement Agreement shall nonetheless remain binding in effect, unless this would result in a substantial failure of consideration. Settlement Agreement and Mutual Release 5 13. Waiver: Except as may be provided expressly in writing by each Party, no action or want of action on the part of any Party hereto at any time to exercise any rights or remedies conferred upon it under this Settlement Agreement shall be, or shall be asserted to be, a waiver on the part of any such Party of any of its rights or remedies hereunder. 14. Performance of Settlement: The Parties agree to perform any further acts and execute and deliver any further documents that may reasonably be necessary to carry out the provisions of this Settlement Agreement. The LEA's shall be responsible for all costs, including attorneys' fees incurred by the SA related to any meet and confer process with DOF or any litigation, arising out of the inclusion of the LEA's demands, as represented in this Settlement Agreement, on the SA's ROPS. 15. Entire Agreement: There are no representations, warranties, agreements, arrangements, or undertakings, oral or written, between or among the Parties hereto relating to the subject matter of this Settlement Agreement which are not fully expressed herein. This Settlement Agreement shall be interpreted according to its own terms, as defined in this Settlement Agreement or otherwise according to their ordinary meaning without any parole evidence. This is an integrated Settlement Agreement. IN WITNESS HEREOF the Parties have caused this Settlement Agreement to be executed on the day and year first written above. App v d as to for S OLS LE AL SERVICE Christopher P. Burger Attorneys for LEA's Associate Sdperintendent of Schools BAKERSFIELD CITY SCHOOL DISTRICT Steve McClain, Chief Business Official KERN HIGH SCHOOL DISTRICT Scott Cole, Ed.D. Associate Superintendent, Business FAIRFAX SCHOOL DISTRICT Michael Coleman, District Superintendent ADDITIONAL SIGNATURES ON FOLLOWING PAGE Settlement Agreement and Mutual Release 13. Waiver: Except as may be provided expressly in writing by each Party, no action or want of action on the part of any Party hereto at any time to exercise any rights or remedies conferred upon it under this Settlement Agreement shall be, or shall be asserted to be, a waiver on the part of any such Party of any of its rights or remedies hereunder. 14. Performance of Settlement: The Parties agree to perform any further acts and execute and deliver any further documents that may reasonably be necessary to carry out the provisions of this Settlement Agreement, The LEA's shall be responsible for all costs, including attorneys' fees incurred by the SA related to any meet and confer process with DOF or any litigation, arising out of the inclusion of the LEA's demands, as represented in this Settlement Agreement, on the SA's ROPS. 15. Entire Aaeement: There are no representations, warranties, agreements, arrangements, or undertakings, oral or written, between or among the Parties hereto relating to the subject matter of this Settlement Agreement which are not fully expressed herein. This Settlement Agreement shall be interpreted according to its own terms, as defined in this Settlement Agreement or otherwise according to their ordinary meaning without any parole evidence. This is an integrated Settlement Agreement. IN WITNESS HEREOF the Parties have caused this Settlement Agreement to be executed on the day and year first written above. App v as to for . W SLH 00 LS LE AL SERVO E Christopher P. Burger Attorneys for LEA's Associate S4perinteneent of Schools BAKERSFIELD CITY SC DISTRICT Ste EClain, Chief lBusiness — Official KERN HIGH SCHOOL DISTRICT Scott Cole, Ed. D. Associate Superintendent, Business FAIRFAX SCHOOL DISTRICT Michael Coleman, District Superintendent ADDITIONAL SIGNATURES ON FOLLOWING PAGE Settlement Agreement and Mutual Release 13. Waiver: Except as may be provided expressly In writing by each Party, no action or want of action on the part of any Party hereto at any time to exercise any rights or remedies conferred upon it under this Settlement Agreement shall be, or shall be asserted to be, a waiver on the part of any such Party of any of Its rights or remedies hereunder. 14. Performance of Settlement: The Parties agree to perform any further acts and execute and deliver any further documents that may reasonably be necessary to carry out the provisions of this Settlement Agreement. The LEA's shall be responsible for all costs, including attorneys' fees incurred by the SA related to any meet and confer process with DOF or any litigation, arising out of the inclusion of the LEA'S demands, as represented In this Settlement Agreement, on the SA's ROPS. 15. Entire Agreement; There are no representations, warranties, agreements, arrangements, or undertakings, oral or written, between or among the Parties hereto relating to the subject matter of this Settlement Agreement which are not fully expressed herein. This Settlement Agreement shall be Interpreted according to its own terms, as defined In this Settlement Agreement or otherwise according to their ordinary meaning without any parole evidence. This is an integrated Settlement Agreement. IN WITNESS HEREOF the Parties have caused this Settlement Agreement to be executed on the day and year first written above. Associate Superintendent of Schools BAKERSFIELD CITY SCHOOL DISTRICT Steve McClain, Chief Business Official KERN HIGH SCHO STRICT Scott Col Ed. D. A&689 to for v, / Associate SilpeOrtsundent, Business SCHOOL 8 LE AL SERV E FAIRFAx SCHOOL DISTRICT Christopher P. Burger Attorneys for LEA's Michael Coleman, District Superintendent ADDITIONAL SIGNATURES ON FOLLOWING PAGE Settlement Agreement and Mutual Release 13. Waiver: Except as may be provided expressly in writing by each Party, no action or want of action on the part of any Party hereto at any time to exercise any rights or remedies conferred upon it under this Settlement Agreement shall be, or shall be asserted to be, a waiver on the part of any such Party of any of its rights or remedies hereunder. 14. Performance of Settlement: The Parties agree to perform any further acts and execute and deliver any further documents that may reasonably be necessary to carry out the provisions of this Settlement Agreement. The LEA's shall be responsible for all costs, including attorneys' fees incurred by the SA related to any meet and confer process with DOF or any litigation, arising out of the inclusion of the LEA's demands, as represented in this Settlement Agreement, on the SA's ROPS. 15, Entire Agreement: There are no representations, warranties, agreements, arrangements, or undertakings, oral or written, between or among the Parties hereto relating to the subject matter of this Settlement Agreement which are not fully expressed herein. This Settlement Agreement shall be interpreted according to its own terms, as defined in this Settlement Agreement or otherwise according to their ordinary meaning without any parole evidence. This is an integrated Settlement Agreement. IN WITNESS HEREOF the Parties have caused this Settlement Agreement to be executed on the day and year first written above. Associate 46perintendent of Schools BAKERSFIELD CITY SCHOOL DISTRICT Steve McClain, Chief Business Official KERN HIGH SCHOOL DISTRICT Scott Cole, Ed.D. AP77v 6 as to fo Associate Superintendent, Business SCHOOLS LE AL SERVICE FAIRFAx OOL DISTRICT Christopher f P. Burger d Attorneys for LEA's NN Michael Coleman, District Superintendent ADDITIONAL SIGNATURES ON FOLLOWING PAGE Settlement Agreement and Mutual Release Ap ed ee t0 f0m1: BAKERSFIELD SUCCESSOR AGENCY BA RSFIELD CITY ATTORNEY TPMrinIN rit Ma a erJo ua Rudnick, Deputy City omey Attorneys for the Bakemfleld Successor Agency COUNTERSIGNED: ZBy: NELSON ShTTH Finance Director Settlement Agreement and Mutual Release LEA AMOUNTDUE FY's 200812009 — 201012011 23 98 . g� 259103.86 KH 247!304.50 FSD 1, 6.10 Total 532,294.41 Settlement Agreement and Mutual Release AGREEMENT NO. :5K 15-002 `O6 ] 5 _p ()2 SETTLEMENT AGREEMENT AND MUTUAL RELEASE THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE ( "Settlement Agreement') is made and entered into as of September 2, 2015, (the "Effective Date "), by and between the following parties: 1. Kern Community College District, a California public education entity ( "KCCD "); and 2. City of Bakersfield, as Successor Agency ( "Bakersfield SA ") to the former Bakersfield Redevelopment Agency ( "Bakersfield RDA "), KCCD may be referred to herein as the Local Educational Agency (LEA "). KCCD and Bakersfield SA may be referred to herein individually as a "Party" or collectively as the "Parties." R E C I T A L S WHEREAS, the LEA asserted that provisions of the Health and Safety Code required the former Bakersfield RDA to make pass- through payments pursuant to AB 1290 ( "Pass- through Payments ") to the LEA as a local taxing entity within the former Bakersfield RDA project areas; and WHEREAS, pursuant to ABX 1 -26, on February 1, 2012, the former Bakersfield RDA was dissolved, and the Bakersfield SA was created by law to wind -down the operations and business of the former Bakersfield RDA; and WHEREAS, in August 2015, KCCD made a request to the Bakersfield SA for unpaid Pass - through Payments for fiscal years 2008/2009 thru 2010/2011 ("Pre - Dissolution Pass - through Payments "); and WHEREAS, these Pre - Dissolution Pass - through Payments constitute enforceable obligations of the Bakersfield SA per Health and Safety Code Section 34171(d) (1)(C), since (i) they are 'obligations imposed by State law" for years prior to dissolution of the former Bakersfield RDA, and (ii) they are not "pass- through payments that are made by the county auditor - controller pursuant to [Health and Safety Code] Section 34182," which payments are exclusively for years after dissolution of the former Bakersfield RDA; and Settlement Agreement and Mutual Release C\ Users\ DIUnC\ AppCala \WN \Mlcrasotl \WIMCws \iem�crary Inte—t film \Corte .0uHmk \0.'4 GM \KCCD stmt Agr REAOc August 1D. 2015 -- Page 1 of 6 Pages — WHEREAS, the Parties have been working cooperatively to identify and reach an amicable, full and final settlement relating to the amount of these Pre - Dissolution Pass - through Payments that have been alleged to remain due and owing to the LEA; and WHEREAS, except as otherwise set forth herein, nothing in the Settlement Agreement is intended to affect or waive the rights of any of the Parties in relation to future Pass- through Payments. TERMS OF SETTLEMENT NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Parties agree as follows: 1. GOVERNING BOARD APPROVAL. The Parties agree that this Settlement Agreement is contingent upon approval by each Party's governing board ( "Board "). In the event that any Board rejects this Settlement Agreement, this Settlement Agreement shall be of no force and effect and none of the Parties shall be deemed to have waived any rights with respect to the disputed Pass - through Payments. 2. SETTLEMENT OF CLAIMS. The Parties hereby agree to resolve all disputes related to the amount of Pre - Dissolution Pass- through Payments due to the LEA in the total amount of Seventy -Four Thousand Twenty Dollars and 66/100 ($74,020.66) as follows: 2.1. KCCD Obliaaton. The Bakersfield SA shall pay from funds it receives from the Real Property Tax Transfer Fund ( "RPTTF ") a Pre - Dissolution Pass - through Payment to KCCD in the total amount of Seventy -Four Thousand Twenty Dollars and 66/100 ($74,020.66) (the "KCCD Obligation "). 2.2. RPTTF. The Bakersfield SA shall satisfy the KCCD Obligation (the "LEA Obligation ") from monies it receives from its RPTTF. The Parties acknowledge that any payments from the RPTTF to the Bakersfield SA must be approved by the Oversight Board for the Bakersfield SA (the "OB ") and the State Department of Finance ( "DOF "). Subject to approval of the OB, the Bakersfield SA shall schedule payment of the LEA Obligation as "recognized obligations" on the Recognized Obligation Payment Schedules ( "ROPS ") for the period of January 1, 2016 to June 30, 2016 (2015/2016 ROPS B Period). Bakersfield SA's funding of the LEA Obligation will be triggered by and funded as recognized obligations on the 2015/2016 ROPS B (period January 1, 2016 to June 30, 2016). SetXement Agreement and MaWal Release -. 5: \C=MdE dpl \Y+ttwaapenMAM \KCCD SIM Ag I RIS.D= _ August 10. NJ5 -- Page 2 of 6 Pages — r ,, _,.,�. 3. RELEASE AND WAIVER Of CLAIMS. 3.1. Excepting the obligations arising out of this Settlement Agreement, each Party, on behalf of itself, and all present or former Board members, officers, employees, agents, attorneys and representatives, successors and assigns, and each of them (the "Party Representatives "), does hereby fully and finally settle, release, relieve, acquit and forever discharge all other Parties and their Party Representatives from any and all claims, claims for indemnification or contribution, complaints, causes of action, demands, liabilities, losses, or damages, including attorneys' fees and costs, experts' and consultants' fees and costs, whether asserted, or that could have been asserted, known or unknown, which the Party or Party Representatives may now or thereafter have against any other Party and their Party Representatives, arising out of or in any way related to the matters herein. 3.2. Each of the Parties hereto acknowledges that it is familiar with 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 or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 3.3. Except as provided for specifically in this Settlement Agreement, the Parties waive and relinquish any and all rights and benefits which they may have under, or which may be conferred upon them by the provisions of Section 1542 of the California Civil Code, to the fullest extent that they may lawfully waive such rights or benefits pertaining to the subject matter of this Settlement Agreement. In connection with such waiver and relinquishment, the Parties hereby acknowledge that they are aware that they or their attorneys may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Settlement Agreement, but that it is the intention of each of the Parties to this Settlement Agreement to hereby fully, finally and forever waive said claims, whether known or unknown, suspected or unsuspected, which concern, arise out of, or are in any way connected with the matters set forth in this Settlement Agreement. Settlement Agreement a1 MD1ual Release .. 5: \C=nm d01\SU=crosaagenCy \AW \FCCD SIIml Ag, 8 MDOC August 10. 2015 — Page 3 of 6 Pages — - 3.4. Except for proceedings to enforce the terms of this Settlement Agreement and proceedings related to matters not released by this Settlement Agreement, the Parties covenant and agree that at no time subsequent to the date of their respective executions of this Settlement Agreement will they file or maintain or cause or knowingly permit the filing or maintenance of, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim, or action of any kind, nature or character whatsoever, known or unknown, which they may now have, or have ever had, or which they may later discover, against another Party or Parties, which is based in whole or in part on any act, omission or event relating to the matters herein. The Parties agree that this Settlement Agreement shall constitute a full and complete defense to, and may be used as a basis for a permanent injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted by any of them in breach of this Settlement Agreement. Any damages suffered by any of the Parties by reason of any breach of the provisions of this Settlement Agreement by any of the other Parties shall be recoverable including attorneys' fees and costs reasonably incurred in instituting, prosecuting or defending any action, grievance, or proceeding resulting from said breach of this Settlement Agreement. 4. NO ADMISSION OF LIABILITY. This Settlement Agreement embodies a compromise of disputed issues and is made in good faith. The Parties understand that no Party hereto admits any negligence, breach of contract, or any wrongdoing in connection with the matters herein referred to, and that the compromise embodied in this Settlement Agreement is not an admission of any fault, liability, or culpability by any Party. 5. ATTORNEYS' FEES. Except in any proceeding to enforce this Settlement Agreement, each Party shall bear its own fees and costs. 6. ENFORCEMENT OF SETTLEMENT. In any proceeding to enforce any rights and /or construe any obligations under this Settlement Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred, including compensation paid to experts. 7. AUTHORITY. Subject to the provisions of Paragraph 2.2 above, recognizing the need for approval by the OB and DOF, each Party represents and warrants that its has full power and authority to enter into and perform this Agreement and that the person executing this Settlement Agreement on behalf of that Party has been properly authorized and empowered to enter into this Settlement Agreement and bind that Party hereto. Settlement Agreement.nd Mutual Rebase S.NC mmtleMpl\SUxenwagency\Ag \KCCD SXm1 A,& RkDw.it August 10. 2015 — Page 4 of 6 Pages — 8. INTERPRETATION. This Settlement Agreement shall be interpreted and enforced in accordance with the laws of the State of California, provided that no provision of this Settlement Agreement shall be interpreted for or against a Party because that Party or Parties' legal representative drafted such provision, and that this Settlement Agreement shall be construed as if jointly prepared by the Parties. 9. INDEPENDENT COUNSEL. Each of the Parties to this Settlement Agreement warrants that it has, through its representatives, carefully read and understood the terms and conditions of this Settlement Agreement, and that it has not relied upon the representations or advice of any other Party or any attorney not its own. 10. AMENDMENTS. No modification, waiver, or amendment to this Settlement Agreement shall be valid unless the same is in writing and executed by the Party against which the enforcement of such modification, waiver or amendment is or may be sought. 11. COUNTERPARTS. This Settlement Agreement may be executed in one or more counterparts, each of which shall be deemed an original. A facsimile or electronic signature shall be deemed to be the equivalent of the actual original signature. All counterparts so executed shall constitute one Settlement Agreement binding all the Parties hereto. 12. SEVERABILITY. The Parties agree that should any provision of this Settlement Agreement, or any portion of any provision, be declared or determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, the remainder of the provision and the Settlement Agreement shall nonetheless remain binding in effect, unless this would result in a substantial failure of consideration. 13. WAIVER. Except as may be provided expressly in writing by each Party, no action or want of action on the part of any Party hereto at any time to exercise any rights or remedies conferred upon it under this Settlement Agreement shall be, or shall be asserted to be, a waiver on the part of any such Party of any of its rights or remedies hereunder. 14. PERFORMANCE OF SETTLEMENT. The Parties agree to perform any further acts and execute and deliver any further documents that may reasonably be necessary to carry out the provisions of this Settlement Agreement. If the KCCD Obligation is denied by the DOF as a ROPS 14 -15B item, the SA shall submit a meet and confer request within five business days of receipt of the DOF's determination pursuant to HSC Section 34177(m). The LEA shall be responsible for all costs, including attorneys' fees incurred by the SA Sefte nt Agreement and wW.1 Release ,Cm dwdpt\SUCce genry \Agn \KCCD StImt Ag 8 RIxD AUgust 10.2015 — Page 5 of 6 Pages — related to any meet and confer process with DOF or any litigation, arising out of the inclusion of the LEA's demands, as represented in this Settlement Agreement, on the SA's ROPS. 15. ENTIRE AGREEMENT. There are no representations, warranties, agreements, arrangements, or undertakings, oral or written, between or among the Parties hereto relating to the subject matter of this Settlement Agreement which are not fully expressed herein. This Settlement Agreement shall be interpreted according to its own terms, as defined in this Settlement Agreement or otherwise according to their ordinary meaning without any parole evidence. This is an integrated Settlement Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Settlement Agreement to be executed on the day and year first above written. "CITY" BAKERSFIELD SUCCESSOR AGENCY City APPROVED AS TO FORM: VIRGINIA GENNARO City ATTORNEY By: 2- jC^ SHUA H. RUDNICK eputy City Attorney COUNTERSIGNED: By: NELSON SMITH Finance Director JHR:dll "KCCD" KERN COMMUNITY COLLEGE DISTRICT B. THOMA$ . BURKE Chief InancialOfficer -e.TN. AAQe .Ma R.W Release C:\ Uwn\ 0�6TADV%b10 \lcml\Mb °'�i1 \M�Mf \Iempttay lnMmiMix \CmIaM.OWbakVSNRM"NMIRCW SIIm1AQ AOWsl 10, 201$ — Page 6 of 6 Pages --