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CC Resolution 9693 RESOLUTION NO. 9693 and 2000-8 A JOINT RESOLUTION OF THE CITY OF CAMPBELL REDEVELOPMENT AGENCY BOARD AND CITY OF CAMPBELL CITY COUNCIL AUTHORIZING EXECUTION OF A LOAN AND REPAYMENT AGREEMENT FOR FUNDS ADVANCED FROM THE CITY TO THE AGENCY FOR IMPLEMENTATION OF THE CAMPBELL A VENUE MASTER DEVELOPMENT SITE WHEREAS, the City of Campbell (the "City") has established a General Fund designation of $2 million for advancement to the City of Campbell Redevelopment Agency (the "Agency") for financing and implementation of the Central Campbell Redevelopment Project; and WHEREAS, on April 18, 2000 the Agency approved the Campbell Avenue Master Developer Site for the development of a downtown parking structure and commercial mixed use project (the "Project"); and WHEREAS, the City will need to loan proceeds to the Agency to execute and facilitate build out of the Project. NOW, THEREFORE, BE IT RESOLVED, that the City and Agency jointly approve and authorize execution of a Loan and Repayment Agreement in substantially the form of the lttached Exhibit A in which the City agrees to loan the Agency up to $2 million for completion of the Campbell Avenue Master Developer Site. PASSED AND ADOPTED, this 20th day of June, 2000 by the following roll call vote: AYES: NOES: ABSTAIN: ABSENT: Council/Boardmembers CouncillBoardmembers Council/Boardmembers Council/Boardmembers Dougherty, Watson, Dean, Kennedy None None Furtado ATTEST: a~~ Anile Bybee, City Clerk LOAN AND REPAYMENT AGREEMENT BY AND BETWEEN THE CITY OF CAMPBELL AND THE CITY OF CAMPBELL REDEVELOPMENT AGENCY FOR THE CAMPBELL AVENUE MASTER DEVELOPER SITE WHEREAS, this Loan and Repayment Agreement ("Agreement") is entered into this 20th day of June, 2000, by and between the City of Campbell ("City") and the City of Campbell Redevelopment Agency ("Agency") with reference to the following facts, intentions, and purposes, and according to the following terms. RECITALS WHEREAS, on June, 20 2000, the City and the Agency entered into an Agreement pertaining to the City advancing funds to the Agency for financing the Campbell A venue Master Developer Site (the "Project") in accordance with the 1999- 2004 City of Campbell Redevelopment Agency Implementation (the "Plan"); and WHEREAS, the City has established a General Fund designation of $2 million for advances to the Agency for implementation of the Central Campbell Redevelopment Plan; and WHEREAS, on April 18, 2000, the Agency approved the Campbell Avenue Master Developer Site to pursue development of a downtown parking structure and commercial development within the Central Campbell Redevelopment Project Area; and WHEREAS, a source of financing anticipated in the FY2000/01 CIP for this Project is loan proceeds from the City for land acquisition and related activities for completion of the Master Developer Site. AGREEMENT NOW, THEREFORE, pursuant to the California Health and Safety Code and in consideration of the benefits which will accrue to the City, the community and the citizens thereof from the Project, and the mutual promises set forth below, the city and Agency agree as follows: Section 1. PRINCIPAL SUM. The City agrees to loan and the Agency agrees to repay to the City, with interest as defined in Section 2, the Principal Sum of up to two million dollars ($2,000,000), for implementation of the Campbell Avenue Master Developer Site as adopted by the Agency on April 18, 2000. Section 2. PAYMENT OBLIGA nONS. (a) Principal Sum Payments. Subject to the provisions of Section 2, the Agency shall make payments to the City of principal and interest on the Principal Sum as follows: J:\REPA YMENT AGREEMENT.doc 1 (i) Commencing on June 20, 2000, the Principal Sum in existence from time to time shall bear simple interest calculated on a quarterly calendar basis equal to the weighted average investment earnings for the City's pooled investments for the four preceding calendar quarters, not to exceed the maximum interest permitted by law. On June 30, 2000, and each June 30th thereafter, the Agency shall pay to the City from any of its funds the amount of interest that has accrued on the unpaid balance of the Principal Sum during the Fiscal Year then ending. (ii) In addition to making interest payments on the unpaid balance of the Principal Sum as described in subparagraph (a)(i) above, the Agency shall pay in full to the City the unpaid balance of the Principal Sum, and any accrued interest thereon, within 30 days of completion of the Project subject to prepayment as permitted in Section 2(a)(iv) below. (iii) Payments of principal and interest shall be made by the Agency in accordance with subparagraphs a(i) and (ii) above until the full amount of the Principal Sum plus accrued interest is repaid. (iv) In addition to the payments against principal to be made in accordance with subparagraph a(ii) above, the Agency may at any time and from any of its funds, and at its sole discretion, make additional payments in any amount to the City for credit against the unpaid balance of the Principal Sum. Section 3. SUBORDINATION OF PAYMENT OBLIGATIONS. It is expressly agreed and understood that any and all rights and claims by the City of repayment of amounts due under this Agreement (including any interest thereon) from tax increment revenues are subordinate to the making of debt service or other payments on any bonds, notes or other indebtedness of the Agency including, without limitation, indebtedness which is secured in whole or in part, directly or indirectly, by tax increment revenues allocated from the Project Area pursuant to Section 33670 of the Health and Safety Code. The Agency shall be required to make the payments set forth in this Agreement only to the extent that Project tax increment revenues have been received by the Agency and are available for that purpose. If, as a result of the subordination provided for in this Section 3, payments to the City pursuant to this Agreement are reduced below the amount otherwise payable to the City pursuant to this Agreement, such reductions shall be treated as an additional advance by the City and shall earn interest as set forth under Section 2(a)(i) above. Such advances and accrued interest shall be repaid as promptly as possible, and in any event, Agency shall use all tax increment revenue available to it, after payment of the principal and interest on the indebtedness to which the subordination applies and payment of any other obligations which are superior to Agency's obligations, such as Agency's housing set-aside obligation under Health and Safety Code Section 33334.2, to repay such advances and accrued interest. J :\REP A YMENT AGREEMENT.doc 2 Section 4. INDEBTEDNESS. The obligations of the Agency under this Agreement shall constitute an indebtedness of the Agency within the meaning of Section 33670 et seq. of the Health and Safety Code. Section 5. SEVERABILITY. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of the Health and Safety Code of the State of California or any other applicable State of Federal law. Section 6. EXECUTION. This Agreement shall be executed in four counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. Section 7. TERM OF AGREEMENT (a) This Agreement shall be in full force and effect on and from the date of its execution until it is rescinded by the parties hereto. IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its behalf and its seal to be hereunto affixed and attested, and the Agency has caused the same to be duly executed in its behalf and its seal to be hereunto affixed and attested, all as of the date first above written. J:\REPA YMENT AGREEMENT. doc 3 Acf~_~ Anile Bybee, City Clerk A~~ Anne Bybee, Secretary 6/8/00 #B0211B10301 ]:\REPAYMENT AGREEMENT. doc 4