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A-2013-039 <br />SETTLEMENT AND RELEASE AGREEMENT <br />I. <br />PARTIES <br />THIS SETTLEMENT AND RELEASE AGREEMENT (hereinafter "Agreement") is <br />dated effective January 31, 2013, and entered into by and between DOWNTOWN <br />INCORPORATED, INC., a California non-profit corporation (hereinafter "DTI" or "Claimant"), <br />and the CITY OF SANTA ANA, a charter city (hereinafter "CITY" or "Defendant"), sometimes <br />hereinafter referred to as the "PARTIES", with reference to the following: <br />II. <br />RECITALS <br />Whereas, pursuant to its Resolution No. 2008-078 (hereinafter the "Resolution") the City <br />Council of the CITY has established a community management district designated as the <br />"Downtown Community Management District" (hereinafter the "DISTRICT"), under Article XX <br />of Chapter 13 of the Santa Ana Municipal Code (hereinafter the "Ordinance"); and <br />Whereas, pursuant to the Resolution and the Ordinance, assessments were supposed to be <br />levied annually against the assessable parcels in the DISTRICT commencing with Fiscal Year <br />2009-2010 and continuing through Fiscal Year 2013-2014; and <br />Whereas, the CITY was to use the assessments to contract for the administration of a <br />program of improvements and activities in connection with the DISTRICT for Fiscal Years <br />2009-2010 through 2013-2014; and <br />Whereas, Section 13-209 of the Ordinance authorized the CITY to contract with a non- <br />profit owners association to manage the district on a day-to-day basis and DTI is a private <br />nonprofit corporation registered and in good standing with the California Secretary of State <br />qualified to serve pursuant to the Ordinance; and <br />Whereas, the CITY entered into that certain Agreement for DISTRICT Services on June <br />9, 2009 (hereinafter "CMD Services Agreement"); and <br />Whereas, the CITY and the CITY's former Community Redevelopment Agency loaned <br />DTI funds for initial operations and DTI has an obligation to repay a remaining balance of <br />$118,000 (hereinafter the "Loan"); and <br />Whereas, due to various reasons the City Council did not have a sufficient number of <br />votes to levy the DISTRICT assessment to fund the CMD Services Agreement for calendar year <br />2013, though DTI disputes whether a vote of the City Council was necessary in order for the <br />CITY to fulfill its obligations regarding the assessment and under its contract with DTI; and <br />Whereas, DTI threatened litigation for alleged breach of contract (hereinafter the <br />"Dispute"); and <br />Page 1 of 9 <br />Settlement, Release Agreement <br />55394.00000\7778447.1 <br />