THIS COOPERATION AGREEMENT TO ASSIST PUBLICLY-OWNED STADIUM (this "Agreement") is made as of February 28, 2011, by and among the Santa Clara Stadium Authority, a California joint powers authority (the "Stadium Authority") and the Redevelopment Agency of the City of Santa Clara, a public body corporate and politic (the "Agency"), with reference to the following facts, purposes, and understandings.


A. Capitalized terms used herein are defined in Article I of this Agreement.

B. On June 8, 2010, the voters of the City approved Measure J, which endorses the construction, operation and maintenance of a stadium in the City suitable for NFL games,

C. The Stadium Authority is a joint powers authority formed by, and comprised of, the City and the Agency pursuant to the Joint Powers Agreement for the purpose of acquiring, financing, constructing, owning, managing, operating and maintaining the Stadium and related facilities.

D. The Stadium Authority intends to lease from the City approximately twenty-two (22) acres of real property located in the City within the Redevelopment Project Area.

E. Pursuant to authority granted under California law, the Agency is charged with administration and enforcement of the Bayshore North Redevelopment Plan for the Bayshore North Redevelopment Project Area. The Redevelopment Plan controls the development and use of all real property located within the Bayshore North Redevelopment Project Area as more particularly described in the Plan.

F. To assist in implementing the Redevelopment Plan, the Agency has adopted a five (5)-year implementation plan (the "Implementation Plan") pursuant to Section 33490 of the Redevelopment Law.

G. The construction of the Stadium will further the Agency's and City's goals of creating an entertainment destination in the Redevelopment Project Area, and will provide significant economic benefits to the City and its residents and businesses.

H. Assistance to the Stadium is consistent with the Implementation Plan. The development of the Stadium will benefit the Project Area and will assist in the elimination of blight in the Project Area. The Agency's use of funds as provided in this Agreement is authorized by the Redevelopment Law, and the Agency, the City and the Stadium Authority have made all findings required under the Redevelopment Law for such use. 1. Pursuant to CEQA, the Agency and the Stadium Authority (each in its capacity as "responsible agency") has prepared, reviewed, and certified that certain Final Environmental Impact Report, 49ers Santa Clara Stadium Project for the transactions contemplated by this Agreement, following conduct of a duly noticed public hearing (the "Final Environmental Impact Report"). The Final Environmental Impact Report has served as the environmental documentation for the Stadium Authority's consideration and approval of this Agreement and the transactions contemplated by this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Stadium Authority and the Agency agree as follows:



Section 1.1 In addition to the terms defined elsewhere in this Agreement, the following capitalized words shall have the following meanings: