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EXHIBIT 1 <br />payments undertaken by the Taxing Agency and is relying on the Taxing Agency's assertion that <br />the Payments are properly calculated and lawfully owed tinder the Redevelopment Law and the <br />Dissolution Act. <br />1. Subject to the terms and conditions hereof, the Parties desire to compromise and <br />settle all claims and terminate all disputes that have been or could have been asserted by and among <br />the Parties relating to the calculation and payment of the Payments, all without admitting liability <br />on behalf of any of the Parties. <br />AGREEMENT <br />NOW, THEREFORE, in consideration of the foregoing recitals, the covenants and <br />agreements contained herein and for other good and valuable consideration, the receipt and <br />sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: <br />I . Effectiveness of Agreement; Third Party Approvals. This Agreement shall <br />become effective upon (A) execution of this Agreement by the Parties, and (B) approval of this <br />Agreement by resolution of the Oversight Board, and (C) following Oversight Board approval, <br />upon passage of the time periods prescribed by applicable law, either by no review of such <br />Oversight Board action being timely requested by the California Department of Finance <br />( "DOF" ), or by DOF approval or lack of objection thereto. <br />2. Payment to Taxing Agency: The Successor Agency hereby agrees to pay to the <br />Taxing Agency and each other affected taxing agencies the respective amounts set forth in Exhibit <br />A (collectively, the "Payments "). The Payments shall be made within thirty (30) days following <br />the Successor Agency's receipt of moneys from the County Auditor - Controller for the applicable <br />six -month fiscal period covered by the first Recognized Obligation Payment Schedule ( "ROPS ") <br />on which the Payments are approved as a line item following the Effective Date hereof. <br />3. Subordinate Oblation; Distribution of RPTTF. The Parties acknowledge and <br />agree that all Redevelopment Property Tax Trust Fund ( "RPTTF ") moneys attributable to the <br />Former Agency's redevelopment project areas will be distributed by the CAC in accordance with <br />Health & Safety Code Section 34183, The Payments shall be satisfied out of excess RPTTF <br />moneys (`Excess RPTTF ") available after payment of the County administration fee, all pass <br />through payments, all enforceable obligations including bonds and other indebtedness, and the <br />Successor Agency's administrative expenses (collectively, the "Prior Obligations "). To the <br />extent Excess RPTTF is available after payment of all Prior Obligations in a given ROPS period, <br />such Excess RPTTF shall be applied to payment of the Successor Agency Payment Obligations <br />due during the applicable ROPS period. If the Excess RPTTF in a ROPS period is insufficient to <br />enable the Successor Agency to make the Payments due during that ROPS period, the <br />insufficiency shall be paid in future BOPS periods, without interest, as and when sufficient <br />Excess RPTTF moneys are available, <br />A. Subiect to Prior Obligations. The Parties acknowledge and agree that the <br />Payments under this Agreement are junior to all obligations of the Successor Agency with a prior <br />claim on, or pledge of, moneys in the RPTTF, pursuant to Health & Safety Code Section 34183 <br />or other laws, including all other enforceable obligations on each applicable ROPS. <br />P <br />