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LOAN AGREEMENT <br />This AGREEMENT is entered into this day of , 2009 among the City of <br />Santa Ana, a charter city, duly organized and existing under the Constitution and laws of the <br />State of California, (hereinafter "City"), the Community Redevelopment Agency of the City of <br />Santa Ana, a public body, corporate and politic, and Downtown Incorporated, a California non- <br />profit corporation, (hereinafter "Downtown, Inc."). <br />RECITALS <br />A. On December 15, 2008 the City Council of the City of Santa Ana established the <br />Downtown Community Management District (the "CMD") to promote economic <br />revitalization and physical maintenance of Downtown Santa Ana through the levy, <br />collection and expenditure of funds. <br />B. Pursuant to state law, governmental agencies such as the City and Agency which own <br />property within an assessment district must be assessed for special benefits conferred <br />upon such governmental properties. <br />C. The first assessments for the CMD will not be received and be available for use in <br />the district until January 2010 and is in the interest of the property owners in the <br />district that some of the programs called for under the Management District Plan <br />begin in the first half of Fiscal Year 2009-2010. <br />D. The board of directors of the CMD, including the City and Agency have been <br />requested to loan an amount equal to the estimated first year assessment to <br />Downtown, Inc., who shall be the management entity for the district under agreement <br />with the City (the "Management Agreement"). <br />E. The loans shall be repaid by Downtown, Inc in accordance with this Agreement and a <br />promissory note. <br />NOW THEREFORE, for good and valuable consideration the parties agree as follows: <br />1. City and A enc~bli ation. City and Agency shall loan to Downtown, Inc. the <br />sums of $ (the "City Loan") and $ (the <br />"Agency Loan") (collectively, the "Loan Proceeds") secured by Downtown, <br />Inc.'s execution of the Promissory Notes attached hereto as Exhibit 1 & 2 and <br />incorporated herein by this reference. <br />2. Use of Funds Repayment Acceleration. The Loan Proceeds shall be used by <br />Downtown, Inc. for purposes consistent with the Management Agreement. <br />Downtown, Inc. shall repay City Loan and Agency Loan on or before June 30, <br />2014. Notwithstanding the foregoing, in the event the annual assessments for the <br />Page 1 <br />80A-36 <br />