11-011 Loan and Repayment Agreement, Cupertino Redevelopment Agency LOAN AND REPAYMENT AGREEMENT
The following is a Loan and Repayment Agreement, dated February 15, 2011, by and
between the City of Cupertino (the "City ") and the City of Cupertino Redevelopment Agency
(the "Agency ").
WITNESSETH
A. WHEREAS, the City and the Agency caused the adoption of the Redevelopment Plan for
the Cupertino Vallco Redevelopment Project (the "Redevelopment Plan"); and
B. WHEREAS, the Agency is vested with the responsibility for formulating and carrying
out necessary redevelopment projects with :Ln the City and implementing the
Redevelopment Plan; and
C. WHEREAS, the parties desire to contract for the City to provide staff services to the
Agency and to construct improvements of benefit to the redevelopment program under
specified circumstances, subject to reimbursement by the Agency as provided in this
Agreement; and
D. WHEREAS, the City and the Agency are each ready and willing to assume the
relationship described herein.
NOW, THEREFORE, BE IT RESOLVED that the City and the Agency, for and in
consideration of the mutual promises and agreements herein contained do agree as follows:
1. PURPOSES
The purposes of this Agreement are:
a. To establish a mechanism for reimbursement of specified future administrative costs
incurred by the City in furtherance of the redevelopment program for the Cupertino Vallco
Redevelopment Project Area (the "Project Area "), as more fully set forth in Section 3.
b. To provide a mechanism for reimbursement of specified future public works
improvement costs or other costs related to implementing the Redevelopment Plan incurred by
the City in furtherance of the redevelopment program for the Project Area or related to tax roll
actions by the County, as more fully set forth in Section 4.
2. TERM OF AGREEMENT
This Agreement shall be in full force and effect for a period beginning as of the date first
above written and continuing until all repayment and reimbursement obligations of the Agency
to the City are satisfied in full in accordance with the terms of this Agreement.
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3. REIMBURSEMENT OF CITY ADMINIS'TRATIVE COSTS
The Agency agrees to reimburse the City for all administrative costs incurred by the City
in furtherance of the redevelopment program for the Project Area (the "Administrative Costs ").
Such Administrative Costs may include, but are not limited to, costs to the City for consulting
services, legal services, City staff time and other related administrative expenses. The City and
Agency shall, at the end of each fiscal year, set forth in a schedule to be attached to this
Agreement as Exhibit A the amount of such Administrative Costs incurred by the City for the
applicable fiscal year. The Agency shall thereupon become indebted to reimburse the City for
such Administrative Costs. This debt shall bear no interest, and shall be repayable as provided in
Section 5.
4. REIMBURSEMENT TO CITY FOR PUBLIC IMPROVEMENTS AND OTHER COSTS
The City may incur costs for public improvements in the Project Area on behalf of the
Agency. In addition, the City may incur costs for other activities related to implementation of
the Redevelopment Plan or related to tax roll actions by the County. These costs shall become a
debt of the Agency and shall be set forth in an Exhibit B, which shall be attached to this
Agreement and made a part hereof as if fully set forth herein. These costs shall bear no interest,
and shall be repayable as provided in Section 5. Such Exhibit B shall specify the date from
which the Agency's reimbursement obligation to the City shall begin to bear interest.
5. REPAYMENT TERMS SUBORDINATION
Each repayment or reimbursement obligation of the Agency pursuant to this Agreement
shall be repayable solely from tax increment funds, if any, generated within the Project Area. It
is understood that if tax increment funds from the Project Area fail to yield sufficient revenue to
pay the repayment or reimbursement obligations of the Agency under this Agreement, the
Agency is under no obligation to make such repayment or reimbursement to the extent tax
increment funds are insufficient.
It is agreed by the parties hereto that all repayments and reimbursements to the City
pursuant to this Agreement are hereby subordinated to any and all payments necessary to satisfy
existing debt of the Agency and to any and all payments necessary to satisfy the Agency's
obligations in connection with any existing or future bonded indebtedness or obligation which
may be incurred by the Agency for the benefit of the redevelopment program or to the extent
necessary for any bonded indebtedness for which the Agency has pledged as a security or source
of repayment tax increment generated within the Project Area.
6. VALIDITY OF AGREEMENT
If any provisions of this Agreement, or the application thereof to any person, party,
transaction, or circumstance, is held invalid, the remainder of this Agreement, or the application
of such provision to other persons, parties, transactions or circumstances, shall not be affected
thereby.
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CITY OF CUPERTINO CITY OF CUPERTINO
REDEVELOPMENT AGENCY
fikair /
By: By: gelanager Chairperson
City of Cupertino City of Cupertino
Redevelopment Agency
Appro . . s to form:
By:
ity Attorney
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EXHIBIT A
TO LOAN AND REPAYMENT AGREEMENT
BETWEEN CITY OF CUPERTINO AND
CITY OF CUPERTINO REDEVELOPMENT AGENCY:
LOAN FOR ADMINISTRATIVE COSTS
Fiscal Year Loan Proceeds Interest Due Payments Made Loan Balance
2010/11 252,000 - - 252,000
EXHIBIT B
TO LOAN AND REPAYMENT AGREEMENT
BETWEEN CITY OF CUPERTINO AND
CITY OF CUPERTINO REDEVELOPMENT AGENCY:
LOAN FOR PUBLIC IMPROVEMENTS AND OTHER COSTS
Fiscal Year Loan Proceeds Purpose Interest Due Payments Made Loan Balance
Public
2010/11 713,000 Improvements - - 713,000
Tax roll
2010/11 350,000 reassessment 350,000
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