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HomeMy WebLinkAboutR-2011-019 - THE PROPER CITY OFFICIALS TO EXECUTE A REVISED FIFTH AND SIXTH AMENDMENT TO THE INTERLOCAL AGREEMENT (ILA) EXISTING BETWEEN THE CITY OF DANIA BEACH, THE COMMUNITY REDEVELOPMENT AGENCY AND BROWARD COUNTY RESOLUTION NO. 2011-019 A RESOLUTION OF THE CITY OF DANIA BEACH,FLORIDA,AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE A REVISED FIFTH AND SIXTH AMENDMENT TO THE INTERLOCAL AGREEMENT (ILA) EXISTING BETWEEN THE CITY OF DANIA BEACH, THE COMMUNITY REDEVELOPMENT AGENCY AND BROWARD COUNTY,PERTAINING TO COUNTY FUNDING OF INFRASTRUCTURE IMPROVEMENTS PROPOSED FOR THE DANIA BEACH CRA AREA; AMENDING THE ILA TO PROVIDE FOR PARTIAL LOAN TO GRANT CONVERSION; AUTHORIZING THE AMENDMENT AND EXECUTION OF LOAN AGREEMENTS AND PROMISSORY NOTES EXECUTED PURSUANT TO THE SECOND AMENDMENT TO THE ILA, THIRD AMENDMENT TO ILA, FOURTH AMENDMENT TO ILA AND REVISED FIFTH AMENDMENT TO ILA; PROVIDING FOR CONFLICTS;FURTHER,PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the Revised Fifth and Sixth Amendment to the Dania Beach Interlocal Agreement existing between the City of Dania Beach, the City of Dania Beach Community Redevelopment Agency(CRA)and Broward County,pertaining to County funding of infrastructure improvements proposed for the Dania Beach Community Redevelopment Agency area,in substantial form as Exhibit"A",attached,is approved and the proper City officials are authorized to execute it. Section 2. That the Loan Agreements and Promissory Notes executed in connection with the funding contemplated by the Fifth Amendment to the Dania Beach Interlocal Agreement in substantial form as Exhibits `B"and"C", attached, are approved and the proper City officials are authorized to execute them. Section 3. That the Loan Agreement and Promissory Note executed in connection with the funding contemplated by the Second and Third Amendments to the Dania Beach Interlocal Agreement(ILA),as authorized pursuant to Resolutions 2009-027 and 2009-028,shall be amended and replaced in substantial form as Exhibits "D" and "B", attached, which are approved and the proper CRA officials are authorized to execute them. Section 4. That the Loan Agreements and Promissory Notes executed in connection with the funding contemplated by the Fourth Amendment to the Dania Beach Interlocal Agreement(ILA), as authorized pursuant to Resolution 2010-161,shall be amended and replaced insubstantial form as Exhibits "F," "G," "H" and "I", attached, which are approved and the proper City officials are authorized to execute them. Section 5. That the City Manager and City Attorney are authorized to make such changes,insertions and omissions and such filling in of blanks as are deemed necessary and proper for the best interests of the City,as hereafter may be approved and made by the City Manager,upon the advice of the City Attorney. The execution,attestation and delivery of the Fifth Amendment to the Dania Beach Interlocal Agreement,the Loan Agreements,the Promissory Notes, and amended Loan Agreements and Promissory Notes,all as described above,shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. Section 6. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 7. That this Resolution shall be in force and take effect immediately upon passage and adoption. PASSED AND ADOPTED on February 16, 2011. ATTEST: �p�Is FrgSrG�� LOUISE STILSON, CMC C. K Mc L CITY CLERK MAYOR-COMMISSIONER APPROVED A TO FORM AND CORRECTNESS TH MA �. SBRO CITY A TORNEY 2 RESOLUTION#2011-019 EXHIBIT "A" FIFTH AMENDMENT TO DANIA BEACH INTERLOCAL AGREEMENT This is the Fifth Amendment to the Dania Beach Interlocal Agreement("Fifth Amendment"), made this day of February, 2011, by and between the following: Broward County, Florida a political subdivision of the State of Florida (the "County"), and City of Dania Beach, Florida, a municipal corporation under the laws of the State of Florida(the "City"), and The Dania Beach Community Redevelopment Agency, or its successor, a public body corporate and politic (the "CRA"). WHEREAS,on April 20,2004,the County,the City,and the CRA entered into an Interlocal Agreement ("Dania Beach Interlocal Agreement" or "Interlocal Agreement") pursuant to which it was agreed that the County method of investment in any redevelopment activities proposed by the City and/or the CRA,during the term of the Interlocal Agreement and any amendments thereto,and pursuant to the adopted Dania Beach Community Redevelopment Plan, would be implemented pursuant to the requirements and criteria of the funding program,established by the County,known as the Redevelopment Capital Program("RCP"); and WHEREAS,pursuant to the Interlocal Agreement,the basis of an y amendment and extension to the term of the Interlocal Agreement would be the submission by the City and/or the CRA to the County, of a proposed community redevelopment project(s) within the term of the Interlocal Agreement and the successful negotiations by and between the City, the CRA and the County pertaining to same; and WHEREAS,pursuant to the Interlocal Agreement,the basis of any amendment will include an implementation schedule and critical path timeline for the proposed community redevelopment proj ect(s); WHEREAS,on February 21,2006,the County,the City,and the CRA entered into the First Amendment to the Dania Beach Interlocal Agreement(the "First Amendment"),pursuant to which the County agreed to fund by way of one or more_loans which, subject to the terms and conditions thereof, could be converted to grant(s), for certain infrastructure improvements as described in the 3 RESOLUTION#2011-019 First Amendment within the Dania Beach RCP Redevelopment Area up to the total amount of Six Million Three Hundred Forty-five Thousand Eight Hundred Sixty-six and no/100 Dollars ($6,345,866.00) from the RCP; and WHEREAS, the City and/or the CRA thereafter subsequently proceeded to complete the infrastructure improvements identified in the First Amendment, utilizing its own funds and other funding sources,and did not utilize any of the Six Million Three Hundred Forty-five Thousand Eight Hundred Sixty-six and no/100 Dollars ($6,345,866.00) from the RCP committed under the First Amendment; and WHEREAS, the City and the CRA then identified additional projects or improvements to replace those identified in the First Amendment,and sought to utilize the funds committed under the First Amendment for such purposes; and WHEREAS, the City and the CRA then sought funding for the additional projects, specifically, for the reimbursement of the costs of acquisition of the property commonly known as Parcel 109, in the amount of Two Million Three Hundred Thirty-four Thousand Two Hundred and no/100 Dollars ($2,334,200.00) (the 'Parcel 109 Reimbursement") and funding for a portion of a parking structure or garage,related to new private redevelopment,in the amount not to exceed Three Million One Hundred Thousand and no/100 Dollars($3,100,000.00),adjacent to City Hall and the Library, which funds are hereinafter referred to as the 'Parking Garage Funds," together with such future project(s) that would be the subject of future application(s) by the CRA to the County and future amendments resulting therefrom,provided such future amendments are executed on or before February 21,2011,not to exceed the total sum of Six Million Three Hundred Forty-five Thousand Eight Hundred Sixty-six and no/l00 Dollars($6,345,866.00)contemplated by the First Amendment; and WHEREAS,the County,the City, and the CRA,having negotiated the parameters for such Parking Garage Funds and the terms and conditions thereof,following Board approval on February 24, 2009, entered into the Second Amendment to Dania Beach Interlocal Agreement(the "Second Amendment")to effectuate the same; and WHEREAS,pursuant to the Second Amendment,the Board approved funding not to exceed Three Million One Hundred Thousand and no/100 Dollars ($3,100,000.00)to fund approximately 138 parking spaces,but not less than 125 nor more than 175,in a parking structure/garage. The RCP funds were to be provided as a five-year interest-free loan(s)which could convert to a grant(s)with conditions similar to those for the Parcel 109 Reimbursement,which funding has been addressed in the Third Amendment to the Dania Beach Interlocal Agreement(the "Third Amendment")entered into on March 24, 2009, by and between the County,the City, and the CRA; and WHEREAS, the funding and implementation requirements of the Third Amendment have been completed; and WHEREAS,with respect to the Second Amendment,while the previously approved funding for the Parking Garage Funds was not to exceed Three Million One Hundred Thousand and no/100 4 RESOLUTION#2011-019 III Dollars($3,100,000.00)for approximately 138 parking spaces,but not less than 125 nor more than 175,in the parking structure/garage,which spaces were to be in addition to the 250 spaces for use by the Library and City Hall,the CRA, on July 20, 2010,requested RCP funding for an additional 15 spaces,which raised the total number of spaces in support of private redevelopment from 175 to 190 spaces in a new parking structure of 440 total spaces; and WHEREAS, on September 28, 2010, the County, the City, and the CRA entered into the Fourth Amendment to the Dania Beach Interlocal Agreement(the"Fourth Amendment")to provide funding for the proportional cost of the 190 parking spaces in the new parking structure of 440 spaces, in the amount of Two Million Five Hundred Ninety Thousand Nine Hundred Nine and no/100 Dollars ($2,590,909.00), which amount was disbursed by the County upon approval and execution of the Fourth Amendment and contemporaneous execution of a Loan Agreement and Promissory Note,based on similar loan-to-grant conversion provisions,with a 5-year interest-free mechanism, to those already provided in the First Amendment, the Second Amendment (Parking Garage Funds, as amended by the Fourth Amendment) and the Third Amendment (Parcel 109 Reimbursement now completed); and WHEREAS, on July 20,2010,the CRA also requested RCP funding related to the parking garage for a security system and gate-arm entry system; and WHEREAS,the Fourth Amendment also provided for a loan convertible to a grant for the parking garage security system in the amount of One Hundred Forty Thousand and no/100 Dollars ($140,000.00), based on similar loan-to-grant conversion provisions, with a 5-year interest-free mechanism, to those already provided in the First Amendment, the Second Amendment (Parking Garage Funds, as amended by the Fourth Amendment) and the Third Amendment (Parcel 109 Reimbursement now completed)and which amount was disbursed by the County upon approval and execution of the Fourth Amendment and contemporaneous execution of a Loan Agreement and Promissory Note; and WHEREAS,the term of the Interlocal Agreement,as amended,was to expire on February 21, 2011; and WHEREAS,in view of the February 21,2011 expiration date of the Interlocal Agreement,as amended,at the February 8,2011 meeting of the Board of County Commissioners('Board"),at the request of the City/CRA, the Board agreed that the City/CRA could submit an application and documentation for a roadway construction project for staff review and recommendation to be presented at the next Board meeting on February 22, 2011, thereby extending the term of the Interlocal Agreement, as amended,to February 22, 2011; and WITNESSETH, that for and in consideration of the mutual covenants and agreements contained herein,the County, the City, and the CRA agree as follows: 1. The truth and accuracy of each"WHEREAS" clause set forth above is acknowledged by the parties and the recitals contained are incorporated herein. 5 RESOLUTION#2011-019 2. Section 3 of the Dania Beach Interlocal Agreement is hereby amended to read as follows: 3.0 TERM OF AGREEMENT The term of this Agreements as amended, will be five «` years s fT-em the E f f etive D expire on February 22, 2011. 3. Section 4.0, MISCELLANEOUS of the Dania Beach Interlocal Agreement, as amended by paragraph 10 of the First Amendment and paragraph 7 of the Second,and Third and Fourth Amendments, as applicable to this Fetu4 Fifth Amendment, is hereby amended to read as follows: 7.0 MISCELLANEOUS 7.1 Effective Date: The effective date of this F Fifth Amendment shall be on the date it is fully executed by the parties. 7.2 Joint Preparation: The preparation of this Fe Fifth Amendment has been a j oint effort of the Parties hereto and the resulting document shall not,solely as a matter of judicial construction,be construed more severely against one of the Parties than the other. 7.5 Recordation/Filing: The County Administrator as the Ex-Officio Clerk of the Broward County Board of County Commissioners is hereby authorized and directed after approval of this F Fifth Amendment, by the governing body of the City/CRA and the County and the execution thereof by the duly qualified and authorized officers of each of the Parties hereto to file the Dania Beach Interlocal Agreement, and amendments thereto, with the Clerk of Broward County,Florida,as required by Section 163.01(11),Florida Statutes. 7.17 That in the event of any conflict or ambiguity by and between the terms and provisions of this F Fifth Amendment to the original Dania Beach Interlocal Agreement and the original Dania Beach Interlocal Agreement, First Amendment of, Second Amendment ef Third Amendment, or Fourth Amendment thereto, the terms and provisions of this Fe Fifth Amendment shall control to the extent of any such conflict or ambiguity. 7.18 That the original Dania Beach Interlocal Agreement,as amended by the First Amendment, Second Amendment and, Third Amendment, and Fourth Amendment, and Fifth Amendment thereto, executed by the Parties shall remain in full force and effect except as specifically amended herein. 6 RESOLUTION#2011-019 7.19 This FeuAh Fifth Amendment may be executed in up to four(4)counterparts, each of which shall be deemed to be an original. (Remainder of page intentionally left blank) 7 RESOLUTION#2011-019 IN WITNESS WHEREOF, the Parties hereto have made and executed this FIFTH AMENDMENT to the Interlocal Agreement on the respective dates under each signature: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Mayor or Vice Mayor, authorized to execute same by Board action on the day of , 2011; and the CITY OF DANIA BEACH, signing by and through its Mayor, duly authorized to execute same and the DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY,signing by and through its Chair,duly authorized to execute same. COUNTY ATTEST: BROWARD COUNTY,through its BOARD OF COUNTY COMMISSIONERS County Administrator and By Ex-Officio Clerk of the Board Mayor of County Commissioners of Broward County day of , 2011 Approved as to form by: Andrew J. Meyers Interim County Attorney Office of County Attorney Broward County, Florida Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (954) 357-7600 Facsimile: (954) 357-6968 By Carl L. Kitchner Assistant County Attorney day of , 2011 8 RESOLUTION#2011-019 FIFTH AMENDMENT TO INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, CITY OF DANIA BEACH AND DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY CITY OF DANIA BEACH ATTEST: DANIA BEACH,through its By City Clerk , Mayor-Commissioner day of , 2011 Approved as to form: City Manager By City Attorney day of 2011 9 RESOLUTION#2011-019 FIFTH AMENDMENT TO INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, CITY OF DANIA BEACH AND DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY COMMUNITY REDEVELOPMENT AGENCY WITNESSES: DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY , City Manager By Chairman , City Clerk day of , 2011 Approved as to form: By City Attorney day of , 2011 10 RESOLUTION 42011-019 EXHIBIT "A" SIXTH AMENDMENT TO DANIA BEACH INTERLOCAL AGREEMENT This is the Sixth Amendment to the Dania Beach Interlocal Agreement ("Sixth Amendment"), made this day of February, 2011, by and between the following: Broward County, Florida a political subdivision of the State of Florida (the "County"), and City of Dania Beach, Florida, a municipal corporation under the laws of the State of Florida(the "City"), and The Dania Beach Community Redevelopment Agency, or its successor, a public body corporate and politic (the "CRA"). WHEREAS,on April 20,2004,the County,the City,and the CRA entered into an Interlocal Agreement ("Dania Beach Interlocal Agreement" or "Interlocal Agreement") pursuant to which it was agreed that the County method of investment in any redevelopment activities proposed by the City and/or the CRA,during the term of the Interlocal Agreement and any amendments thereto,and pursuant to the adopted Dania Beach Community Redevelopment Plan, would be implemented pursuant to the requirements and criteria of the funding program,established by the County,known as the Redevelopment Capital Program("RCP"); and WHEREAS,pursuant to the Interlocal Agreement,the basis of any amendment and extension to the term of the Interlocal Agreement would be the submission by the City and/or the CRA to the County, of a proposed community redevelopment project(s) within the term of the Interlocal Agreement and the successful negotiations by and between the City, the CRA and the County pertaining to same; and WHEREAS pursuant to the Interlocal Agreement,the basis of an amendment will include �' � Y an implementation schedule and critical path timeline for the proposed community redevelopment project(s); WHEREAS,on February 21,2006,the County,the City,and the CRA entered into the First Amendment to the Dania Beach Interlocal Agreement(the "First Amendment"),pursuant to which the County agreed to fund by way of one or more loans which, subject to the terms and conditions thereof, could be converted to grant(s),_for certain infrastructure improvements as described in the 11 RESOLUTION#2011-019 First Amendment within the Dania Beach RCP Redevelopment Area up to the total amount of Six Million Three Hundred Forty-five Thousand Eight Hundred Sixty-six and no/100 Dollars ($6,345,866.00) from the RCP; and WHEREAS, the City and/or the CRA thereafter subsequently proceeded to complete the infrastructure improvements identified in the First Amendment, utilizing its own funds and other funding sources,and did not utilize any of the Six Million Three Hundred Forty-five Thousand Eight Hundred Sixty-six and no/100 Dollars ($6,345,866.00) from the RCP committed under the First Amendment; and WHEREAS, the City and the CRA then identified additional projects or improvements to replace those identified in the First Amendment,and sought to utilize the funds committed under the First Amendment for such purposes; and WHEREAS, the City and the CRA then sought funding for the additional projects, specifically, for the reimbursement of the costs of acquisition of the property commonly known as Parcel 109, in the amount of Two Million Three Hundred Thirty-four Thousand Two Hundred and no/100 Dollars ($2,334,200.00) (the "Parcel 109 Reimbursement") and funding for a portion of a parking structure or garage,related to new private redevelopment,in the amount not to exceed Three Million One Hundred Thousand and no/100 Dollars($3,100,000.00),adjacent to City Hall and the Library,which funds are hereinafter referred to as the "Parking Garage Funds," together with such future project(s) that would be the subject of future application(s) by the CRA to the County and future amendments resulting therefrom,provided such future amendments are executed on or before February 21,2011,not to exceed the total sum of Six Million Three Hundred Forty-five Thousand Eight Hundred Sixty-six and no/100 Dollars($6,345,866.00)contemplated by the First Amendment; and WHEREAS,the County,the City, and the CRA,having negotiated the parameters for such Parking Garage Funds and the terms and conditions thereof,following Board approval on February 24, 2009, entered into the Second Amendment to Dania Beach Interlocal Agreement(the "Second Amendment")to effectuate the same; and WHEREAS,pursuant to the Second Amendment,the Board approved funding not to exceed Three Million One Hundred Thousand and no/100 Dollars ($3,100,000.00)to fund approximately 138 parking spaces,but not less than 125 nor more than 175,in a parking structure/garage. The RCP funds were to be provided as a five-year interest-free loan(s)which could convert to a grant(s)with conditions similar to those for the Parcel 109 Reimbursement,which funding has been addressed in the Third Amendment to the Dania Beach Interlocal Agreement(the "Third Amendment")entered into on March 24, 2009, by and between the County, the City, and the CRA; and WHEREAS, the funding and implementation requirements of the Third Amendment have been completed; and WHEREAS,with respect to the Second Amendment,while the previously approved funding for the Parking Garage Funds was not to exceed Three Million One Hundred Thousand and no/100 12 RESOLUTION#2011-019 Dollars($3,100,000.00)for approximately 138 parking spaces,but not less than 125 nor more than 175,in the parking structure/garage,which spaces were to be in addition to the 250 spaces for use by the Library and City Hall,the CRA, on July 20, 2010, requested RCP funding for an additional 15 spaces,which raised the total number of spaces in support of private redevelopment from 175 to 190 spaces in a new parking structure of 440 total spaces; and WHEREAS, on September 28, 2010, the County, the City, and the CRA entered into the Fourth Amendment to the Dania Beach Interlocal Agreement(the"Fourth Amendment")to provide funding for the proportional cost of the 190 parking spaces in the new parking structure of 440 spaces, in the amount of Two Million Five Hundred Ninety Thousand Nine Hundred Nine and no/100 Dollars ($2,590,909.00), which amount was disbursed by the County upon approval and execution of the Fourth Amendment and contemporaneous execution of a Loan Agreement and Promissory Note, based on similar loan-to-grant conversion provisions,with a 5-year interest-free mechanism, to those already provided in the First Amendment, the Second Amendment (Parking Garage Funds, as amended by the Fourth Amendment) and the Third Amendment (Parcel 109 Reimbursement now completed); and WHEREAS, on July 20,2010,the CRA also requested RCP funding related to the parking garage for a security system and gate-arm entry system; and WHEREAS, the Fourth Amendment also provided for a loan convertible to a grant for the parking garage security system in the amount of One Hundred Forty Thousand and no/100 Dollars ($140,000.00), based on similar loan-to-grant conversion provisions, with a 5-year interest-free mechanism, to those already provided in the First Amendment, the Second Amendment (Parking Garage Funds, as amended by the Fourth Amendment) and the Third Amendment (Parcel 109 Reimbursement now completed)and which amount was disbursed by the County upon approval and execution of the Fourth Amendment and contemporaneous execution of a Loan Agreement and Promissory Note; and WHEREAS,the term of the Interlocal Agreement,as amended,was to expire on February 21, 2011; and WHEREAS,in view of the February 21,2011 expiration date of the Interlocal Agreement,as amended,at the February 8,2011 meeting of the Board of County Commissioners('Board"),at the request of the City/CRA, the Board agreed that the City/CRA could submit an application and documentation for a roadway construction project for staff review and recommendation to be presented at the next Board meeting on February 22, 2011, thereby extending the term of the Interlocal Agreement, as amended,to February 22, 2011; and WHEREAS, thereafter on February 11, 2011, the City/CRA submitted an application and documentation for RCP funding as a loan convertible to a grant for construction of a roadway to be dedicated by the Developer; and WHEREAS, given the complexity of the proposed project and the necessary due diligence required in order for Broward County staff to formulate a recommendation to the Board, the 13 RESOLUTION#2011-019 City/CRA have now agreed with the County to extend the term of the Interlocal Agreement, as amended, from February 22, 2011 to March 1, 2011. WITNESSETH, that for and in consideration of the mutual covenants and agreements contained herein,the County,the City, and the CRA agree as follows: 1. The truth and accuracy of each WHEREAS clause set forth above is acknowledged by the parties and the recitals contained are incorporated herein. 2. Section 3 of the Dania Beach Interlocal Agreement is hereby amended to read as follows: 3.0 TERM OF AGREEMENT The term of this Agreement,as amended, will expire on;=ebRMFY rT March 1, 2011. 3. Section 4.0,MISCELLANEOUS of the Dania Beach Interlocal Agreement, as amended by paragraph 10 of the First Amendment and paragraph 7 of the Second,Third.,a�Fourth and Fifth Amendments,as applicable to this Fifth Sixth Amendment,is hereby amended to read as follows: 7.0 MISCELLANEOUS 7.1 Effective Date: The effective date of this Fifth Sixth Amendment shall be on the date it is fully executed by the parties. 7.2 Joint Preparation: The preparation of this F4M Sixth Amendment has been a joint effort of the Parties hereto and the resulting document shall not, solely as a matter of judicial construction,be construed more severely against one of the Parties than the other. 7.5 Recordation/Filing: The County Administrator as the Ex-Officio Clerk of the Broward County Board of County Commissioners is hereby authorized and directed after approval of this F Sixth Amendment,by the governing body of the City/CRA and the County and the execution thereof by the duly qualified and authorized officers of each of the Parties hereto to file the Dania Beach Interlocal Agreement, and amendments thereto, with the Clerk of Broward County,Florida,as required by Section 163.01(11),Florida Statutes. 7.17 That in the event of any conflict or ambiguity by and between the terms and provisions of this Fifth Sixth Amendment to the original Dania Beach 14 RESOLUTION#2011-019 Interlocal Agreement and the original Dania Beach Interlocal Agreement, First Amendment eft Second Amendment er_Third Amendment, er Fourth Amendment, or Fifth Amendment thereto, the terms and provisions of this RM Sixth Amendment shall control to the extent of any such conflict or ambiguity. 7.18 That the original Dania Beach Interlocal Agreement,as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, and Fifth Amendment, and Sixth Amendment thereto, executed by the Parties shall remain in full force and effect except as specifically amended herein. 7.19 This Fifth Sixth Amendment may be executed in up to four(4)counterparts, each of which shall be deemed to be an original. (Remainder of page intentionally left blank) 15 RESOLUTION#2011-019 IN WITNESS WHEREOF, the Parties hereto have made and executed this SIXTH AMENDMENT to the Interlocal Agreement on the respective dates under each signature: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Mayor or Vice Mayor, authorized to execute same by Board action on the day of , 2011; and the CITY OF DANIA BEACH, signing by and through its Mayor, duly authorized to execute same and the DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY,signing by and through its Chair,duly authorized to execute same. COUNTY ATTEST: BROWARD COUNTY, through its BOARD OF COUNTY COMMISSIONERS County Administrator and By Ex-Officio Clerk of the Board Mayor of County Commissioners of Broward County day of , 2011 Ap proved as to form by: Andrew J. Meyers Interim County Attorney Office of County Attorney Broward County, Florida Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (954) 357-7600 Facsimile: (954) 357-6968 By Carl L. Kitchner Assistant County Attorney day of , 2011 16 RESOLUTION#2011-019 SIXTH AMENDMENT TO INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, CITY OF DANIA BEACH AND DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY CITY OF DANIA BEACH ATTEST: DANIA BEACH, through its By City Clerk , Mayor-Commissioner day of , 2011 Approved as to form: City Manager By City Attorney day of , 2011 17 RESOLUTION#2011-019 SIXTH AMENDMENT TO INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, CITY OF DANIA BEACH AND DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY COMMUNITY REDEVELOPMENT AGENCY WITNESSES: DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY City Manager By Chairman City Clerk day of , 2011 Approved as to form: By City Attorney day of , 2011 18 RESOLUTION#2011-019 EXHIBIT "B" LOAN AGREEMENT THIS LOAN AGREEMENT is made and entered into as of the day of[May],2011,by and between the City of Dania Beach,Florida,a municipal corporation under the laws of the State of Florida,whose post office address is 100 West Dania Beach Boulevard,Dania Beach,Florida 33304 33004, and the Dania Beach Community Redevelopment Agency, or its successor, a public body corporate and politic("Borrowers"),whose post office address is 100 West Dania Beach Boulevard, Dania Beach, Florida 33304 33004, and Broward County, Florida (the "Lender"), a political subdivision of the State of Florida, whose post office address is 115 South Andrews Avenue, Fort Lauderdale, Florida 33301. RECITALS A. Borrowers have submitted documentation to obtain County funding through the Broward County Redevelopment Capital Program for funds for a gate-arm entry system as part of the parking structure or garage, in support of private redevelopment,adjacent to the Dania Beach City Hall and Library. The documentation supports funding for the gate-arm entry system at an actual cost [of/not to exceed] Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars ($273,790.00). The Lender has agreed to make a loan [of/not to exceed] Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars($273,790.00)("the Gate-Arm Entry System Loan"or the"Loan")to the Borrowers,which Loan shall be evidenced by a Promissory Note (the "Note") from Borrowers in favor of Lender. B. Lender is willing to provide such Loan to Borrowers upon the terms and subject to the conditions set forth in the Dania Beach Interlocal Agreement, as amended, which Interlocal 19 RESOLUTION#2011-019 Agreement and Amendments are attached hereto and made a part hereof as Exhibit "A," and the conditions hereinafter set forth. C. Lender is willing to provide such Loan to Borrowers upon the condition that the proceeds shall be used by Borrowers solely for the gate-arm entry system for the parking garage structure, and as further provided and defined in the Fourth and Fifth Amendments to the Dania Beach Interlocal Agreement. D. Borrowers and Lender, pursuant to the Fifth Amendment to the Dania Beach 1 Interlocal Agreement,have further agreed to include and clarify how o the original Loan can convert to a grant(s),in whole or in part,in the event that the County's share of the expected revenue generated by the net increase in the tax base from specific private redevelopment project(s) is less than the original loan amount,due to either partial completion of a specific private redevelopment proj ect(s), or completion of a specific private redevelopment proj ect(s)that does not generate expected County revenue equal to the full amount of the original Loan. Borrowers shall make formal request to the Lender for a loan-to-grant conversion(s)and provide sufficient documentation to support a loan-to- grant conversion(s). NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth,the parties hereto do hereby agree as follows: 1. Recitals. The Recitals hereinabove contained are true and correct and are made a part hereof. 2. Loan. The Loan shall be evidenced by a Promissory Note (the "Note"), in the form attached hereto and made a part hereof as Exhibit "B." The Note shall be funded in one lump sum and shall evidence the Loan. The proceeds of the Loan shall be used by Borrowers solely for the actual costs of,or reimbursement thereof,the gate-arm entry system for the parking garage structure, 20 RESOLUTION#2011-019 in the amount[of/not to exceed]Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars ($273,790,00), as provided for in Exhibit "A" attached hereto. Lender shall provide a grant on the Gate-Arm Entry System Loan,up to the amount of this original Gate-Arm Entry System Loan, if both of the following conditions are met: 1)the gate-arm entry system is completed within five(5)years from the Effective Date of the Fourth Amendment to the Dania Beach Interlocal Agreement, or such lesser timeframe, if any, provided in the Library Agreement, and 2)the City/CRA demonstrates that the County's share of the revenue generated by the net increase in the tax base due to specific private redevelopment projects within the Dania Beach RCP Redevelopment Area boundaries over twenty(20)years(measured from the effective date of the First Amendment to the Dania Beach Interlocal Agreement,dated February 21,2006)is expected to equal or exceed the amount of the original Loan. If conditions 1)and 2)above are met,the Gate- Arm Entry System Loan shall convert to a grant through formal request by the Borrowers in accordance with the terms outlined in Exhibit "A" attached hereto. If condition 1)in the above paragraph and pursuant to Exhibit"A"is met,but with respect to condition 2) referenced, the County's share of the revenue generated by the net increase in the tax base due to specific private redevelopment project(s) is expected to be less than the full amount of the original Loan due to either completion of only a portion of said project(s), or completion of a specific private redevelopment project(s)that does not generate expected County revenue equal to the full amount of the original Loan, a "partial" loan-to-grant conversion may take place for an amount that is expected to equal the County's share of the revenue generated by the net increase in the tax base due to said completed portions of project(s). If a"partial"loan-to-grant conversion(s)takes place,the resulting amended loan amount will be the difference between the full amount of the original Loan and the partial loan amount(s) 21 RESOLUTION#2011-019 converted to a grant(s). A loan-to-grant conversion for the full amount of the original Loan also may occur with one payment, at the time of completion of the private redevelopment project(s), with appropriate Certificate of Occupancy documentation. "Full"or partial'loan-to-grant conversion(s)of the original Loan may also occur at an time during the term of the original Loan. However, if an Y Y g � Y loan-to-grant conversion(s)occurs after the 5-year interest-free period and repayment has begun,as defined in Section 3 hereinbelow,the amount available for conversion to a grant(s)is the outstanding loan balance (defined as the original Loan less any conversions and repayments) at the time of conversion, and interest accrued to that date shall be paid to the County. All interest paid shall be retained by County. 3. Principal/Interest on the Loan. No payments of interest on or principal of the original Loan, or amendments thereof, shall be due within the first five (5)years from the effective date of this original Loan Agreement. In the event that the original Loan, or amended Loan, does not convert to a grant, because the conditions stated in Section 2 hereinabove have not been met, the Gate-Arm Entry System Loan shall be repaid to the Lender by the Borrowers over a fifteen(15)year period commencing at the end of the initial five(5)year interest-free period,with the interest rate at the Municipal Market Data MMD "A" revenue bond rate as in effect at the time repayment begins. In this case,the maturity date shall be twenty(20)years or less from the effective date of this Loan Agreement. In no event shall the term of the Loan, or amendments thereto, exceed twenty (20) years: five (5)years interest free, and up to fifteen(15)years at the MMD "A" revenue bond rate. One payment of principal and interest shall be made on or before [May 3Is] of each year of the fifteen (15) year period, commencing [May 31], 2017. An equal amount of principal, plus the interest accrued for the year,shall become payable on each[May 31 st]commencing[May 31],2017. 4. Defaults and Remedies. The occurrence of any one or more of the following events 22 RESOLUTION#2011-019 shall constitute an event of default: i. The proceeds of the Loan,in whole or any part thereof,are not used by Borrowers for the specific purpose stated herein and in accordance with the terms of Exhibit "A" hereto. ii. Any representation or warranty made by the Borrowers in connection with the making of the Loan by the Lender shall prove to be false or misleading in any material respect. iii. Failure to pay the amounts due under the Note, which failure shall continue for a period of ten(10) days after notice thereof is provided to Borrowers. iv. Entry of a final judgment against Borrowers or their agents which materially adversely affects the financial condition of the Borrowers and remains unsatisfied after thirty(30) days of the same becoming final, or the institution of any litigation against Borrowers or its agents which contests the validity of the Dania Beach Interlocal Agreement,as amended,this Loan Agreement or the Promissory Note that is not dismissed or otherwise resolved within ninety(90) days thereafter. 5. Remedies Upon Default. Should any one or more defaults occur or exist,Lender shall in addition to such rights available to Lender pursuant to the terms of Exhibit"A,"to wit:the Dania Beach Interlocal Agreement, as amended, have the right to accelerate the maturity of the entire principal balance due under the Note and shall have the right,upon ten(10)days written notice,to enforce collection of the entire indebtedness evidenced by the Note including interest,costs and fees by and through any of the remedies herein contained, or by and through any remedies afforded and permitted under the Note,the Uniform Commercial Code,or the laws of the State of Florida. Failure to declare a default,or a failure or withholding of any action to enforce collection of its obligation by 23 RESOLUTION#2011-019 virtue of such default,shall not constitute a waiver of any such event of default on the part of Lender. Any waiver by Lender of an event of default shall not be construed and shall not constitute a waiver of any other or subsequent event of default, it being understood that each event of default shall be and constitute a separate and independent event or act of default, for which Lender may accelerate the indebtedness of Borrowers and,at its election and option,proceed to enforce collection thereof. All remedies and enforcement rights of the Lender shall be cumulative,and may be pursued separately or together as against the Borrowers, and Lender may resort to any one or more of the remedies afforded under this Loan Agreement,the Note,the Uniform Commercial Code of Florida, or under the laws of Florida, neither to the exclusion of the other. 6. Agreement to Pay Attorneys' Fees and Expenses. In the event the Borrowers shall default under any of the provisions of this Loan Agreement and the Lender should employ attorneys or incur other expenses for the collection of the payments due under this Loan Agreement or the enforcement of performance or observance of any obligation or agreement on the part of the Borrowers herein contained, the Borrowers agree to pay to the Lender the reasonable fees and expenses of such attorneys and such other expenses so incurred by the Lender. 7. Miscellaneous. (a) Effective Date: Effective date of this Loan Agreement shall mean the date upon which the last party to this Loan Agreement has executed same in accordance with the formalities imposed upon such entity required by Florida law. (b) Notices. Notices shall be given by each party at the addresses set forth below and shall be deemed to have been sufficiently given or served for all purposes of the same as follows: All notices required to be given by mail will be given by first class, registered or certified mail postage prepaid, return receipt requested, or by private 24 RESOLUTION#2011-019 courier service which provides evidence of delivery, or sent by facsimile which produces evidence of transmission, confirmed by first class mail, postage prepaid, and in each case shall be deemed to have been given on the date evidenced by the postal or courier receipt or other written evidence of delivery or electronic transmission,addressed in the manner aforesaid. Any party may,by providing notice in the manner set forth in this section,change its address for purposes of this section. FOR COUNTY: County Administrator Broward County Governmental Center 115 S. Andrews Avenue Fort Lauderdale, FL 33301 With a copy to: Environmental Protection and Growth Management Department Room 329B, Broward County Governmental Center 115 South Andrews Avenue Fort Lauderdale, FL 33301 FOR CITY: City Manager City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, FL 33004 With a copy to: City Clerk City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, FL 33004 FOR CRA: Dania Beach Community Redevelopment Agency Executive Director City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, FL 33004 (b) Severability. If any provision of this Loan Agreement shall be held or deemed to be, or shall in fact be,illegal,inoperative or unenforceable,the same shall not affect any other provision or provisions herein contained or render the same invalid, 25 RESOLUTION#2011-019 inoperative, or unenforceable to any extent whatsoever. (c) Execution of Counterparts. This Loan Agreement may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. (d) Governing Law. This Loan Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State of Florida. The venue for any proceeding hereunder shall be accorded appropriate jurisdiction in Broward County, Florida. (e) This Loan Agreement shall be binding upon, and shall inure to the benefit of, the respective successors and assigns of the parties hereto. 8. Waiver of Jury Trial Borrowers and Lender hereby knowingly,irrevocably,voluntarily and intentionally waive any right to a trial by jury in respect of any action, proceeding, defense or counterclaim based on this Loan Agreement, or arising out of, under or in connection with this Loan Agreement,the Note, or any other security document,or any course of conduct,course of dealing,statements(whether verbal or written) or actions of any party hereto or to any security document. This provision is a material inducement for Borrowers and Lender entering into the subject transaction. THIS SPACE INTENTIONALLY LEFT BLANK 26 RESOLUTION#2011-019 IN WITNESS WHEREOF,the Parties hereto have made and executed this Loan Agreement on the respective dates under each signature: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Mayor or Vice-Mayor, authorized to execute same by Board action on the day of , 2011; the CITY OF DANIA BEACH, signing by and through its , duly authorized to execute same, and the DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY,signing by and through its Chair, duly authorized to execute same. COUNTY LENDER ATTEST: BROWARD COUNTY, through its BOARD OF COUNTY COMMISSIONERS County Administrator and By Ex-Officio Clerk of the Mayor Board of County Commissioners of Broward County, Florida day of , 2011 Approved as to form by Andrew J. Meyers Interim County Attorney Office of County Attorney Broward County, Florida Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (954) 357-7600 Telecopier: (954) 357-6968 By Carl L. Kitchner Assistant County Attorney day of 52011 27 RESOLUTION#2011-019 LOAN AGREEMENT AMONG BROWARD COUNTY,CITY OF DANIA BEACH AND DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY CITY OF DANIA BEACH BORROWERS ATTEST: CITY OF DANIA BEACH, through its By City Clerk City Manager day of ,2011 Approved as to form: By City Attorney day of 52011 28 RESOLUTION#2011-019 LOAN AGREEMENT AMONG BROWARD COUNTY,CITY OF DANIA BEACH AND DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY BORROWERS WITNESSES: DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY By day of , 2011 29 RESOLUTION#2011-019 EXHIBIT "C" U.S. [$273,790.001 Fort Lauderdale, Florida , 2011 PROMISSORY NOTE FOR VALUE RECEIVED the undersigned, the CITY OF DANIA BEACH, FLORIDA, a municipal corporation under the laws of the State of Florida, and the DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY, or its successor, a public body corporate and politic ('BORROWERS"), promise to pay to the order of BROWARD COUNTY, FLORIDA, a political subdivision of the State of Florida(the "LENDER") located at Governmental Center, 115 South Andrews Avenue,Fort Lauderdale,Florida 33301,the principal sum [of/not to exceed] Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars ($273,790.00), (the "Principal") plus interest (the "Interest") on the Principal after the end of the initial five (5) year interest-free period as defined in Sections two (2) and three (3)below: So long as no default has occurred in the Note, Interest shall be payable at the Municipal Market Data MMD"A"revenue bond rate as in effect at the time repayment begins. Upon default in this Note, Interest shall be payable at the per annum rate of eighteen percent(18%). Interest shall accrue and be payable on an actual 360-day basis. 1) This Note evidences a Loan by LENDER to BORROWERS for the sole purpose of funding through the Broward County Redevelopment Capital Program for a gate-arm entry system for the parking garage structure,in support of private redevelopment, adjacent to the Dania Beach City Hall and Library, at an actual cost [of/ to exceed] the sum of Two Hundred Seventy-three Thousand Seven Hundred and no/100 Dollars ($273,790.00). 2) This Note evidences a Loan by LENDER to BORROWERS upon the terms and 30 RESOLUTION#2011-019 subject to the terms and conditions set forth in the Dania Beach Interlocal Agreement,as amended, which Interlocal Agreement and Amendments are attached and made a part hereof as Exhibit"A"to the Loan Agreement accompanying this Note. 3) The outstanding principal of the Note shall be due and payable as follows: a) No payments of interest or principal of the Loan shall be due within the first five(5)years from the effective date of the original Loan Agreement. In the event that the Loan does not convert to a grant because the conditions stated in Section 2 of the Loan Agreement have not been met, the Loan shall be repaid to the LENDER by the BORROWERS over a fifteen(15)year period commencing at the end of the initial five(5)year interest-free period,with the interest rate at the Municipal Market Data MMD "A"revenue bond rate as in effect at the time repayment begins. In this case, the maturity date shall be twenty(20)years or less from the effective date of this Promissory Note and the accompanying Loan Agreement. In no event, shall the term of the Loan exceed twenty (20) years; five (5) years interest-free, and up to fifteen (15) years at the MMD "A" revenue bond rate. One payment of Principal and Interest shall be made on or before [May 31 St] of each year of the fifteen(15) year period, commencing [May 31], 2017. An equal amount of Principal, plus the interest accrued for the year, shall become payable on each [May 31 St], commencing [May 31], 2017. b) This Note also provides, in furtherance of the conditions stated in Section 2 of the accompanying Loan Agreement, that there can be a full or partial conversion(s) to grant(s) of the Loan throughout the term of the Loan. The 31 RESOLUTION#2011-019 resulting amended loan amount would be the difference between the full amount of the original Loan and the partial loan amount(s) converted to a grant(s). If any loan-to-grant conversion occurs after the 5-year interest-free period and repayment has begun pursuant to the terms herein, the amount available for conversion to a grant is the outstanding loan balance(defined as the original Loan less any conversions and repayments) at the time of conversion,and interest accrued to that date shall be paid to the County. All interest paid shall be retained by County. c) This Note may be prepaid in whole or in part without penalty. Any prepayment shall be accompanied by an amount equal to the interest accrued thereon to the date of receipt of such prepayment in collected funds. 4) All payments hereunder shall be made to LENDER's office at: Broward County Environmental Protection and Growth Management Department, 115 South Andrews Avenue,Room 329B, Fort Lauderdale, Florida, 33301, or such other place as LENDER may from time to time designate in writing. 5) This Note shall be in default if any payment of Principal or Interest due hereunder, and/or under the Loan Agreement, dated as of the date of this Note, from BORROWERS to LENDER,is not paid as and when due,or if any event of default occurs simultaneously,as such term is defined in the accompanying Loan Agreement being entered into hereto. Upon default in this Note, the LENDER, at its option, may declare the entire unpaid Principal balance of this Note, together with accrued Interest, to be immediately due and payable without notice or demand. In addition to payments of Interest and Principal,if there is a default in this Note,the LENDER shall be entitled to recover from the BORROWER all of the LENDER's costs of collection, including the 32 RESOLUTION#2011-019 LENDER's attorneys' fees and expenses (whether for services incurred in collection, litigation, or otherwise), and all other costs incurred in connection therewith. 6. BORROWERS severally, irrevocably and unconditionally agree: (a) that any suit,action or other legal proceeding arising out of or relating to this Note may be brought at the option of the LENDER,in a court of record of the State of Florida in Broward County,in the United States District Court for the Southern District of Florida or in any other court of competent jurisdiction; and (b) consent to the jurisdiction of each such court in any such suit, action or proceeding; and (c) waive any objection which it or they may have to the loss of revenue of any such suit, action or proceeding in any such courts. 7. All remedies and enforcement rights of the LENDER shall be cumulative,and may be pursued separately or together as against the BORROWERS and LENDER may resort to any one or more of the remedies afforded under this Note or Loan Agreement,the Uniform Commercial Code of Florida, or under the laws of Florida, neither to the exclusion of the others. 8. BORROWERS AND LENDER HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING, DEFENSE OR COUNTERCLAIM BASED ON THE NOTE OR ACCOMPANYING LOAN AGREEMENT,OR ARISING OUT OF,UNDER OR IN CONNECTION WITH THE LOAN AGREEMENT, THIS NOTE, OR ANY OTHER SECURITY DOCUMENT TO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY 33 RESOLUTION#2011-019 HERETO OR TO ANY SECURITY DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR BORROWERS AND LENDER ENTERING INTO THE SUBJECT TRANSACTION. THIS SPACE INTENTIONALLY LEFT BLANK 34 RESOLUTION#2011-019 IN WITNESS WHEREOF, BORROWERS, CITY OF DANIA BEACH, FLORIDA, and DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY, have executed this Note. BORROWERS WITNESSES: CITY OF DANIA BEACH,FLORIDA Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF BROWARD The foregoing instrument was acknowledged before me this day of , 2011,by ,as ,who is personally known to me or who has produced as identification. Print Name: Notary Public, State of Florida at Large Commission No. My Commission Expires: 35 RESOLUTION#2011-019 BORROWERS WITNESSES: DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF BROWARD ) The foregoing instrument was acknowledged before me this day of , 2011,by ,as ,who is personally known to me or who has produced as identification. Print Name: Notary Public, State of Florida at Large Commission No. My Commission Expires: 36 RESOLUTION#2011-019 EXHIBIT "D" FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT is made and entered into as of the day of ,204-011,by and between the City of Dania Beach,Florida,a municipal corporation under the laws of the State of Florida, whose post office address is 100 West Dania Beach Boulevard, Dania Beach, Florida 33304 33004, and the Dania Beach Community Redevelopment Agency,or its successor,a public body corporate and politic('Borrowers"),whose post office address is 100 West Dania Beach Boulevard, Dania Beach, Florida 33304 33004, and Broward County, Florida(the "Lender"), a political subdivision of the State of Florida,whose post office address is 115 South Andrews Avenue, Fort Lauderdale, Florida 33301. RECITALS A. Borrowers have submitted documentation to obtain County funding through the Broward County Redevelopment Capital Program€ems for the reimbursement of the costs of acquisition of the property commonly referred to as Parcel 109 and Lender has agreed to make a TWO MILLION THREE HUNDRED THIRTY-FOUR THOUSAND TWO HUNDRED AND NO/100 DOLLARS ($2,334,200.00)loan("the Parcel 109"or the"Loan")to the Borrowers,which Loan shall be evidenced by a Promissory Note (the "Note") from Borrowers in favor of Lender. B. Lender is willing to provide such Loan to Borrowers upon the terms and subject to the conditions set forth in the Dania Beach Interlocal Agreement,as amended by the'T hir- ^mep me-*, which T14d Amendmen4 is Interlocal Agreement and Amendments are attached hereto and made a part hereof as Exhibit "A," and the conditions hereinafter set forth. C. Lender is willing to provide such Loan to Borrowers upon the condition that the proceeds shall be used by Borrowers solely for the Parcel 109 Reimbursement, and as further 37 RESOLUTION#2011-019 provided and defined in the Third Amendment and Fifth Amendment to the Dania Beach Interlocal Agreement. D. Borrowers and Lender, pursuant to the Fifth Amendment to the Dania Beach Interlocal Agreement,have further agreed to include and clarify how the original Loan can convert to aarant(s),in whole or in part,in the event that the County's share of the expected revenue generated by the net increase in the tax base from specific private redevelopment project(s) is less than the original loan amount,due to either partial completion of a specific private redevelopment proj ect(s) or completion of a specific private redevelopment project(s)that does not generate expected County revenue equal to the full amount of the original Loan. Borrowers shall make formal request to the Lender for a loan-to-grant conversion(s)and provide sufficient documentation to support a loan-to- grant conversion(s). NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto do hereby agree as follows: 1. Recitals. The Recitals hereinabove contained are true and correct and are made a part hereof. 2. Loan. The Loan shall be evidenced by a Promissory Note (the "Note"), in the form attached hereto as Exhibit "B." The Note shall be funded in one lump sum and shall evidence the Loan. The proceeds of the Loan shall be used by Borrowers solely for the purpose of the agreed to Parcel 109 Reimbursement. Lender shall provide the Loan on the agreed to Parcel 109 Reimbursement up to the amount thereof, as provided for in Exhibit "A." If both of the following conditions are met: 1) the acquisition of Parcel 109 shall be completed within five (5) years from the eEffective dDate of the Third Amendment to the Dania Beach Interlocal Agreement,(it being acknowledged that such acquisition has already occurred),and 38 RESOLUTION#2011-019 2)the Borrowers demonstrate that the County's share of the revenue generated by the net increase in the tax base due to specific private redevelopment projects within the Dania Beach RCP Redevelopment Area (as defined in the Third Amendment) boundaries over twenty (20) years (measured from the effective date of the First Amendment to the Dania Beach Interlocal Agreement, dated February 21,2006)is expected to equal or exceed the amount of the original Parcel 109 Loan, as defined herein, shall convert to a grant through formal request by the Borrowers in accordance with the terms outlined in Exhibit "A" attached hereto. In the event that environmental contamination of Parcel 109,the subject of the Loan is found or suspected,the County will incur no liability, financial or otherwise regarding the clean-up remediation. If condition 1)in the above paragraph and pursuant to Exhibit"A"is met but with respect to condition 2) referenced, the County's share of the revenue generated by the net increase in the tax base due to specific private redevelopment project(s) is expected to be less than the full amount of the original Loan due to either completion of only a portion of said project(s), or completion of a specific private redevelopment project(s)that does not generate expected County revenue equal to the full amount of the original Loan, a "partial" loan-to-grant conversion may take place for an amount that is expected to equal the County's share of the revenue generated by the net increase in the tax base due to said completed portions of project(s). If a"partial"loan-to-grant conversion(s)takes place,the resulting amended loan amount will be the difference between the full amount of the original Loan and the partial loan amount(s) converted to a grant(s). A loan-to-grant conversion for the full amount of the original Loan also may occur with one payment, at the time of completion of the private redevelopment projects) with appropriate Certificate of Occupancy documentation. "Full"or partial"loan-to-grant conversion(s)of the original Loan may also occur at any time during the term of the original Loan. However, if any 39 RESOLUTION#2011-019 loan-to-grant conversion(s)occurs after the 5-year interest-free period and repayment has begun,as defined in Section 3 hereinbelow,the amount available for conversion to agrant(s)is the outstanding loan balance (defined as the original Loan less any conversions and repayments) at the time of conversion and interest accrued to that date shall be paid to the County. All interest paid shall be retained by County. 3. Principal/Interest on the Loan. No payments of interest on or principal of the Loan. or amendments thereof,shall be due within the first five(5)years from the eEffective dDate of this the original Loan Agreement, dated March 24, 2009. In the event that the original Loan, or amended Loan, does not convert to a grant, because the conditions stated in Section 2 hereinabove have not been met,the Parcel 109 Loan shall be repaid to the Redevelopment,,.meat Capita Pr-egffiffl Lender by the Borrowers over a fifteen(15)year period commencing at the end of the initial five(5)year interest- free period, with the interest rate at the Municipal Market Data MMD "A" revenue bond rate as in effect at the time repayment begins. In this case,the maturity date shall be twenty(20)years or less from the eEffective dDate of this the original Loan Agreement. In no event shall the term of the original or amended Loan exceed twenty(20)years: five (5) years interest- free, and up to fifteen (15)years at the MMD "A"revenue bond rate. One payment of principal and interest shall be made on or before March 31"of each year of the fifteen(15)year period, commencing March 31, 2015. An equal amount of principal,plus the interest accrued for the year, shall become payable on each March 31", commencing March 31, 2015. 4. Defaults and Remedies. The occurrence of any one or more of the following events shall constitute an event of default: i. The proceeds of the Loan,as amended, in whole or any part thereof,are not used by Borrowers for the specific purpose stated herein and in accordance with the terms of 40 RESOLUTION#2011-019 Exhibit "A" hereto. ii. Any representation or warranty made by the Borrowers in connection with the making of the Loan,as amended,by the Lender shall prove to be false or misleading in any material respect. iii. Failure to pay the amounts due under the Note, which failure shall continue for a period of ten(10) days after notice thereof is provided to Borrowers. iv. Entry of a final judgment against Borrowers or their agents which materially adversely affects the financial condition of the Borrowers and remains unsatisfied after thirty (30) days of the same becoming final, or the institution of any litigation against Borrowers or its agents which contests the validity of the Dania Beach Interlocal-Agreement,as amended,this Loan Agreement,as amended, or the Promissory Note that is not dismissed or otherwise resolved within ninety(90) days thereafter. 5. Remedies Upon Default. Should any one or more defaults occur or exist,Lender shall in addition to such rights available to Lender pursuant to the terms of Exhibit"A,"to wit:the Dania Beach Interlocal Agreement, as amended by the Third , have the right to accelerate the maturity of the entire principal balance due under the Note and shall have the right, upon ten(10)days written notice,to enforce collection of the entire indebtedness evidenced by the Note including interest,cost and fees by and through any of the remedies herein contained,or by and through any remedies afforded and permitted under the Note,the Uniform Commercial Code,or the laws of the State of Florida. Failure to declare a default,or a failure or withholding of any action to enforce collection of its obligation by virtue of such default,shall not constitute a waiver of any such event of default on the part of Lender. Any waiver by Lender of an event of default shall not be 41 RESOLUTION#2011-019 construed and shall not constitute a waiver of any other or subsequent event of default, it being understood that each event of default shall be and constitute a separate and independent event or act of default, for which Lender may accelerate the indebtedness of Borrowers and, at its election and option,proceed to enforce collection thereof. All remedies and enforcement rights of the Lender shall be cumulative,and may be pursued separately or together as against the Borrowers, and Lender may resort to any one or more of the remedies afforded under this Loan Agreement,as amended,the Note,the Uniform Commercial Code of Florida, or under the laws of Florida, neither to the exclusion of the other. 6. Agreement to Pay Attorneys' Fees and Expenses. In the event the Borrowers shall default under any of the provisions of this Loan Agreement, as amended, and the Lender should employ attorneys or incur other expenses for the collection of the payments due under this Loan Agreement, as amended, or the enforcement of performance or observance of any obligation or agreement on the part of the Borrowers herein contained,the Borrowers agree to pay to the Lender the reasonable fees and expenses of such attorneys and such other expenses so incurred by the Lender. 7. Miscellaneous. (a) Effective Date: Effective date of this First Amendment to Loan Agreement shall mean the date upon which the last party to this First Amendment to Loan Agreement has executed same in accordance with the formalities imposed upon such entity required by Florida law. (b) Notices. Notices shall be given by each party at the addresses set forth below and shall be deemed to have been sufficiently given or served for all purposes of the same as follows: All notices required to be given by mail will be given by first class, 42 RESOLUTION#2011-019 registered or certified mail postage prepaid, return receipt requested, or by private courier service which provides evidence of delivery, or sent by facsimile which produces evidence of transmission, confirmed by first class mail, postage prepaid, and in each case shall be deemed to have been given on the date evidenced by the postal or courier receipt or other written evidence of delivery or electronic transmission,addressed in the manner aforesaid. Any party may,by providing notice in the manner set forth in this section,change its address for purposes of this section. FOR COUNTY: County Administrator Broward County Governmental Center 115 S. Andrews Avenue Fort Lauderdale, FL 33301 With a copy to: Environmental Protection and Growth Management Department Room 329B, Broward County Governmental Center 115 South Andrews Avenue Fort Lauderdale, FL 33301 FOR CITY: City Manager City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, FL 33004 With a copy to: City Clerk City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, FL 33004 FOR CRA: Dania Beach Community Redevelopment Agency Executive Director City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, FL 33004 (c) Severability. If any provision of this Loan Agreement,as amended,shall be held or deemed to be,or shall in fact be,illegal,inoperative or unenforceable,the same shall 43 RESOLUTION#2011-019 not affect any other provision or provisions herein contained or render the same invalid, inoperative, or unenforceable to any extent whatsoever. (d) Execution of Counterparts. This Loan Agreement,as amended,may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. (e) Governing Law. This Loan Agreement, as amended, shall be governed exclusively by and construed in accordance with the applicable laws of the State of Florida. The venue for any proceeding hereunder shall be accorded appropriate jurisdiction in Broward County,Florida. (f) This Loan Agreement, as amended, shall be binding upon, and shall inure to the benefit of,the respective successors and assigns of the parties hereto. 8. Waiver of Jury Trial Borrowers and Lender hereby knowingly,irrevocably,voluntarily and intentionally waive any right to a trial by jury in respect of any action, proceeding, defense or counterclaim based on this Loan Agreement,as amended,or arising out of,under or in connection with this Loan Agreement,as amended, the Note, or any other security document, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto or to any security document. This provision is a material inducement for Borrowers and Lender entering into the subject transaction. (Remainder of page intentionally left blank) 44 RESOLUTION#2011-019 IN WITNESS WHEREOF,the Parties hereto have made and executed this First Amendment to Loan Agreement on the respective dates under each signature: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Mayor or Vice-Mayor, authorized to execute same by Board action on the day of ,2011;the CITY OF DANIA BEACH, signing by and through its , duly authorized to execute same, and the DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY, signing by and through its Chair, duly authorized to execute same. COUNTY LENDER ATTEST: BROWARD COUNTY,through its BOARD OF COUNTY COMMISSIONERS County Administrator and By Ex-Officio Clerk of the Mayor Board of County Commissioners of Broward County, Florida day of ,2011 Approved as to form by Office of County Attorney Broward County, Florida Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (954) 357-7600 Telecopier: (954) 357-6968 By Carl L. Kitchner Assistant County Attorney day of , 2011 45 RESOLUTION#2011-019 III FIRST AMENDMENT TO LOAN AGREEMENT AMONG BROWARD COUNTY, CITY OF DANIA BEACH AND DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY CITY OF DANIA BEACH III BORROWERS ATTEST: CITY OF DANIA BEACH, through its By City Clerk City Manager day of , 2011 Approved as to form: By City Attorney day of , 2011 46 RESOLUTION#2011-019 FIRST AMENDMENT TO LOAN AGREEMENT AMONG BROWARD COUNTY, CITY OF DANIA BEACH AND DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY BORROWERS WITNESSES: DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY By day of , 2011 47 RESOLUTION#2011-019 EXHIBIT "E" U.S. $2,334,200.00 Fort Lauderdale, Florida January_, 2011 PROMISSORY NOTE FOR VALUE RECEIVED the undersigned, the CITY OF DANIA BEACH, FLORIDA, a municipal corporation under the laws of the State of Florida, and the DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY, or its successor, a public body corporate and politic ('BORROWERS"), promise to pay to the order of BROWARD COUNTY, FLORIDA, a political subdivision of the State of Florida(the "LENDER") located at Governmental Center, 115 South Andrews Avenue, Fort Lauderdale, Florida 33301, the principal sum of TWO MILLION THREE HUNDRED THIRTY-FOUR THOUSAND TWO HUNDRED AND NO/100 DOLLARS ($2,334,200.00), (the "Principal")plus interest(the "Interest") on the Principal after the end of the initial five (5)year interest-free period as defined in Sections two (2) and three (3)below: So long as no default has occurred in the Note, Interest shall be payable at the Municipal Market Data MMD"A"revenue bond rate as in effect at the time repayment begins. Upon default in this Note, Interest shall be payable at the per annum rate of eighteen percent (18%). Interest shall accrue and be payable on an actual 360-day basis. 1. This Note evidences a Loan by LENDER to BORROWERS for the sole purpose of funding through the Broward County Redevelopment Capital Program for the reimbursement of the agreed to costs of acquisition of the property commonly referred to as Parcel 109. 2. This Note evidences a Loan by LENDER to BORROWERS upon the terms and subject to the terms and conditions set forth in the Dania Beach Interlocal Agreement,as amended, which Interlocal Agreement and Amendments are attached and made a part hereof as Exhibit"A"to 48 RESOLUTION#2011-019 the First Amendment to Loan Agreement accompanying this Note. 3. This Note replaces and supersedes the previous Note executed by BORROWERS on March 11,2009,which Note was for the same,sole purpose of funding through the Broward County Redevelopment Capital Program for the agreed to costs of acquisition of the property commonly referred to as Parcel 109,in support of private redevelopment,adjacent to the Dania Beach City Hall and Library. The terms and conditions of the First Amendment to Loan Agreement shall govern herein. 4. The outstanding principal of the Note shall be due and payable as follows: (a) No payments of interest or principal of the Loan shall be due within the first five (5)years from the effective date of the original Loan Agreement. In the event that the Loan does not convert to a grant because the conditions stated in Section 2 of the Loan Agreement, as amended, have not been met, the Loan shall be repaid to the LENDER by the BORROWERS over a fifteen (15) year period commencing at the end of the initial five (5) year interest- free period, with the interest rate at the Municipal Market Data MMD "A" revenue bond rate as in effect at the time repayment begins. In this case,the maturity date shall be twenty(20)years or less from the Effective Date of the original Loan Agreement. In no event, shall the term of the Loan exceed twenty(20)years; five (5)years interest-free, and up to fifteen(15)years at the MMD "A" revenue bond rate. One payment of Principal and Interest shall be made on or before March 31 st of each year of the fifteen (15) year period,commencing March 31,2015. An equal amount of Principal,plus the interest accrued for the year, shall become payable on each March 31 St, 49 RESOLUTION#2011-019 commencing March 31, 2015. (b) This Note also provides, in furtherance of the conditions stated in Section 2 of the accompanying First Amendment to Loan Agreement,that there can be a full or partial conversion(s)to grant(s) of the Loan throughout the term of the Loan. The resulting amended loan amount would be the difference between the full amount of the original Loan and the partial loan amount(s) converted to a grant(s). If any loan-to-grant conversion occurs after the 5- year interest-free period and repayment has begun pursuant to the terms herein,the amount available for conversion to a grant is the outstanding loan balance(defined as the original Loan less any conversions and repayments)at the time of conversion, and interest accrued to that date shall be paid to the County. All interest paid shall be retained by County. (c) This Note may be prepaid in whole or in part without penalty. Any prepayment shall be accompanied by an amount equal to the interest accrued thereon to the date of receipt of such prepayment in collected funds. 5. All payments hereunder shall be made to LENDER's office at: Broward County Environmental Protection and Growth Management Department, 115 South Andrews Avenue,Room 329B, Fort Lauderdale, Florida, 33301, or such other place as LENDER may from time to time designate in writing. 6. This Note shall be in default if any payment of Principal or Interest due hereunder, and/or under the Loan Agreement, as amended, dated as of the date of this Note, from BORROWERS to LENDER, is not paid as and when due, or if any event of default occurs simultaneously,as such term is defined in the accompanying First Amendment to Loan Agreement 50 RESOLUTION#2011-019 being entered into hereto. Upon default in this Note, the LENDER, at its option, may declare the entire unpaid Principal balance of this Note,together with accrued Interest,to be immediately due and payable without notice or demand. In addition to payments of Interest and Principal,if there is a default in this Note, the LENDER shall be entitled to recover from the BORROWER all of the LENDER's costs of collection, including the LENDER's attorneys' fees and expenses (whether for services incurred in collection, litigation, or otherwise), and all other costs incurred in connection therewith. 7. BORROWERS severally, irrevocably and unconditionally agree: (a) that any suit,action or other legal proceeding arising out of or relating to this Note may e r b brought ht at the option of the LENDER,i y g p R, n a court of record of the State of Florida in Broward County,in the United States District Court for the Southern District of Florida or in any other court of competent jurisdiction; and (b) consent to the jurisdiction of each such court in any such suit, action or proceeding; and (c) waive any objection which it or they may have to the loss of revenue of any such suit,action or proceeding in any such courts. 8. All remedies and enforcement rights of the LENDER shall be cumulative,and may be pursued separately or together as against the BORROWERS and LENDER may resort to any one or more of the remedies afforded under this Note or Loan Agreement, as amended, the Uniform Commercial Code of Florida, or under the laws of Florida, neither to the exclusion of the others. 9. BORROWERS and LENDER hereby knowingly, irrevocably, voluntarily and intentionally waive any right to a trial by jury in respect of any action, proceeding, defense or 51 RESOLUTION#2011-019 counterclaim based on the Loan Agreement, as amended, or arising out of, under or in connection with the First Amendment to Loan Agreement,this accompanying Note to the First Amendment to Loan Agreement, or any other security document, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any-party hereto or to any security document. This provision is a material inducement for BORROWERS and LENDER entering into the subject transaction. I THIS SPACE INTENTIONALLY LEFT BLANK 52 RESOLUTION#2011-019 IN WITNESS WHEREOF, BORROWERS, CITY OF DANIA BEACH, FLORIDA, and DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY, have executed this Note. BORROWERS WITNESSES: CITY OF DANIA BEACH, FLORIDA Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF BROWARD ) The foregoing instrument was acknowledged before me this day of , 2011,by ,as ,who is personally known to me or who has produced as identification. Print Name: Notary Public, State of Florida at Large Commission No. My Commission Expires: 53 RESOLUTION#2011-019 BORROWERS WITNESSES: DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF BROWARD ) The foregoing instrument was acknowledged before me this day of , 2011,by ,as ,who is personally known to me or who has produced as identification. Print Name: Notary Public, State of Florida at Large Commission No. My Commission Expires: 54 RESOLUTION#2011-019 EXHIBIT "F" FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT is made and entered into as of the day of ,204-011,by and between the City of Dania Beach,Florida,a municipal corporation under the laws of the State of Florida, whose post office address is 100 West Dania Beach Boulevard, Dania Beach, Florida 33304 33004, and the Dania Beach Community Redevelopment Agency,or its successor,a public body corporate and politic('Borrowers"),whose post office address is 100 West Dania Beach Boulevard, Dania Beach, Florida 33304 3 3 004, and Broward County, Florida(the "Lender"),a political subdivision of the State of Florida,whose post office address is 115 South Andrews Avenue, Fort Lauderdale, Florida 33301. RECITALS A. Borrowers have submitted documentation to obtain County funding through the Broward County Redevelopment Capital Program fetes for a portion of a parking structure or garage,in support of private redevelopment,adjacent to the Dania Beach City Hall and Library. The documentation supports funding for 190 spaces of the parking garage structure,which spaces are in excess of the 250 spaces for Library and City Hall uses, and which are expected to spur private redevelopment and are at an actual cost of Two Million Five Hundred Ninety Thousand Nine Hundred Nine and no/100 Dollars ($2,590,909.00) (based on the projected cost of Thirteen Thousand Six Hundred Thirty-six and 36/100 Dollars ($13,636.36) per space). The Lender has agreed to make a Two Million Five Hundred Ninety Thousand Nine Hundred Nine and no/100 Dollars ($2,590,909.00) loan ("the Parking Garage Loan" or the "Loan") to the Borrowers,which Loan shall be evidenced by a Promissory Note (the "Note") from Borrowers in favor of Lender. B. Lender is willing to provide such Loan to Borrowers upon the terms and subject to the 55 RESOLUTION#2011-019 conditions set forth in the Dania Beach Interlocal Agreement,as amended by the FeuFffi Amendme , which Fetff4h Amendment is Interlocal Agreement and Amendments are attached hereto and made a part hereof as Exhibit "A," and the conditions hereinafter set forth. C. Lender is willing to provide such Loan to Borrowers upon the condition that the proceeds shall be used by Borrowers solely for the 190 spaces of the parking garage structure, in excess of the 250 spaces required for Library and City Hall uses,and as further provided and defined in the Fourth Amendment and Fifth Amendment to the Dania Beach Interlocal Agreement. D. Borrowers and Lender, pursuant to the Fifth Amendment to the Dania Beach Interlocal Agreement have further agreed to include and clarify how the original Loan can convert to a ant(s) in whole or in part in the event that the Countys share of the expected revenue generated by the net increase in the tax base from specific private redevelopment project(s) is less than the original loan amount due to either partial completion of a specific private redevelopment roject(s) or completion of a specific private redevelopment project(s)that does not generate expected County revenue equal to the full amount of the original Loan. Borrowers shall make formal request to the Lender for a loan-to-grant conversion(s)and provide sufficient documentation to support a loan-to- grant conversion(s). NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth,the parties hereto do hereby agree as follows: 1. Recitals. The Recitals hereinabove contained are true and correct and are made a part hereof. 2. Loan. The Loan shall be evidenced by a Promissory Note (the "Note"), in the form attached hereto as Exhibit "B." The Note shall be funded in one lump sum and shall evidence the Loan. The proceeds of the Loan shall be used by Borrowers solely for the actual costs of or the 56 RESOLUTION#2011-019 reimbursement thereof,the 190 spaces of the parking garage structure in excess of the 250 spaces required for Library and City Hall uses, in the amount of Two Million Five Hundred Ninety Thousand Nine Hundred Nine and no/100 Dollars ($2,590,909.00), as provided for in Exhibit "A" attached hereto. Lender shall provide a grant on the Parking Garage Loan up to the amount of the original Parking Garage Loan if both of the following conditions are met: 1) the Parking Garage is completed within five 5 ears from the eEffective dDate of the Fourth Amendment to the Dania P O Y — — Beach Interlocal Agreement,or such lesser timeframe if any,provided in the Library Agreement Cit being acknowledged that completion of the parking garage has already occurred), and 2) the City/CRA demonstrates that the County's share of the revenue generated by the net increase in the tax base due to specific private redevelopment projects within the Dania Beach RCP Redevelopment Area boundaries over twenty(20)years(measured from the effective date of the First Amendment to the Dania Beach Interlocal Agreement,dated February 21,2006)is expected to equal or exceed the amount of the original Parking Garage Loan. If conditions 1) and 2) above are met, the Parking Garage Loan shall convert to a grant through formal request by the Borrowers in accordance with the terms outlined in Exhibit "A" attached hereto. If condition 1)in the above paragraph and pursuant to Exhibit"A"is met but with respect to condition 2)referenced the County's share of the revenue generated by the net increase in the tax base due to specific private redevelopment project(s) is expected to be less than the full amount of the original Loan due to either completion of only a portion of said project(s), or completion of a specific private redevelopment project(s)that does not generate expected County revenue equal to the full amount of the original Loan a "partial" loan-to-grant conversion may take place for an amount that is expected to equal the County's share of the revenue generated by the net increase in 57 RESOLUTION#2011-019 the tax base due to said completed portions of project(s). If a"partial"loan-to-grant conversions takes place,the resulting amended loan amount will be the difference between the full amount of the original Loan and the partial loan amounts) converted to a grant(s). A loan-to-grant conversion for the full amount of the original Loan also may occur with one payment at the time of completion of the private redevelopment project(s) with appropriate Certificate of Occupancy documentation. "Full'or partial"loan-to-grant conversion(s)of the original Loan may also occur at anv time during the term of the original Loan. However, if any loan-to-grant conversion(s)occurs after the 5-year interest-free period and repayment has begun as defined in Section 3 hereinbelow,the amount available for conversion to a grant(s)is the outstanding loan balance (defined as the original Loan less anv conversions and repayments) at the time of conversion and interest accrued to that date shall be paid to the County. All interest paid shall be retained by County. 3. Principal/Interest on the Loan. No payments of interest on or principal of the Loan,or amendments thereof,shall be due within the first five(5)years from the eEffective dDate of this the original Loan Agreement,dated September 28,2010. In the event that the original Loan,or amended Loan, does not convert to a grant, because the conditions stated in Section 2 hereinabove have not been met,the Parking Garage Loan shall be repaid to the Redevelopment ent CapiW Pro Lender by the Borrowers over a fifteen (15) year period commencing at the end of the initial five (5) year interest-free period,with the interest rate at the Municipal Market Data MMD"A"revenue bond rate as in effect at the time repayment begins. In this case,the maturity date shall be twenty(20)years or less from the eEffective dDate of d+i-s the original Loan Agreement. In no event shall the term of the original or amended Loan exceed twenty(20)years: five(5)years interest- free, and up to fifteen (15)years at the MMD "A"revenue bond rate. One payment of principal and interest shall be made 58 RESOLUTION#2011-019 on or before September 30'h of each year of the fifteen(15)year period,commencing September 30, 2016. An equal amount of principal,plus the interest accrued for the year,shall become payable on each September 30, commencing September 30,2016. 4. Defaults and Remedies. The occurrence of any one or more of the following events shall constitute an event of default: i. The proceeds of the Loan,as amended,in whole or any part thereof,are not used by Borrowers for the specific purpose stated herein and in accordance with the terms of Exhibit "A" hereto. ii. Any representation or warranty made by the Borrowers in connection with the making of the Loan,as amended,by the Lender shall prove to be false or misleading in any material respect. iii. Failure to pay the amounts due under the Note, which failure shall continue for a period of ten(10) days after notice thereof is provided to Borrowers. iv. Entry of a final judgment against Borrowers or their agents which materially adversely affects the financial condition of the Borrowers and remains unsatisfied after thirty (30) days of the same becoming final, or the institution of any litigation against Borrowers or its agents which contests the validity of the Dania Beach Interlocal-Agreement,as amended,this Loan Agreement,as amended, or the Promissory Note that is not dismissed or otherwise resolved within ninety(90) days thereafter. 5. Remedies Upon Default. Should any one or more defaults occur or exist,Lender shall in addition to such rights available to Lender pursuant to the terms of Exhibit"A,"to wit:the Dania Beach Interlocal Agreement, as amended by the F^•• Amendment thereto, have the right to 59 RESOLUTION#2011-019 accelerate the maturity of the entire principal balance due under the Note and shall have the right, upon ten(10)days written notice,to enforce collection of the entire indebtedness evidenced by the Note including interest,cost and fees by and through any of the remedies herein contained,or by and through any remedies afforded and permitted under the Note,the Uniform Commercial Code,or the laws of the State of Florida. Failure to declare a default,or a failure or withholding of any action to enforce collection of its obligation by virtue of such default,shall not constitute a waiver of any such event of default on the part of Lender. Any waiver by Lender of an event of default shall not be construed and shall not constitute a waiver of any other or subsequent event of default, it being understood that each event of default shall be and constitute a separate and independent event or act of default, for which Lender may accelerate the indebtedness of Borrowers and, at its election and option,proceed to enforce collection thereof. All remedies and enforcement rights of the Lender shall be cumulative,and may be pursued separately or together as against the Borrowers, and Lender may resort to any one or more of the remedies afforded under this Loan Agreement,as amended,the Note,the Uniform Commercial Code of Florida, or under the laws of Florida, neither to the exclusion of the other. 6. Agreement to Pay Attorneys' Fees and Expenses. In the event the Borrowers shall default under any of the provisions of this Loan Agreement., as amended, and the Lender should employ attorneys or incur other expenses for the collection of the payments due under this Loan Agreement., as amended, or the enforcement of performance or observance of any obligation or agreement on the part of the Borrowers herein contained,the Borrowers agree to pay to the Lender the reasonable fees and expenses of such attorneys and such other expenses so incurred by the Lender. 7. Miscellaneous. 60 RESOLUTION#2011-019 (a) Effective Date: Effective date of this First Amendment to Loan Agreement shall mean the date upon which the last party to this First Amendment to Loan Agreement has executed same in accordance with the formalities imposed upon such entity required by Florida law. (b) Notices. Notices shall be given by each party at the addresses set forth below and shall be deemed to have been sufficiently given or served for all purposes of the same as follows: All notices required to be given by mail will be given by first class, registered or certified mail postage prepaid, return receipt requested, or by private courier service which provides evidence of delivery, or sent by facsimile which produces evidence of transmission, confirmed by first class mail, postage prepaid, and in each case shall be deemed to have been given on the date evidenced by the postal or courier receipt or other written evidence of delivery or electronic transmission,addressed in the manner aforesaid. Any party may,by providing notice in the manner set forth in this section,change its address for purposes of this section. FOR COUNTY: County Administrator Broward County Governmental Center 115 S. Andrews Avenue Fort Lauderdale, FL 33301 With a copy to: Environmental Protection and Growth Management Department Room 329B, Broward County Governmental Center 115 South Andrews Avenue Fort Lauderdale, FL 33301 FOR CITY: City Manager City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, FL 33004 With a copy to: City Clerk 61 RESOLUTION#2011-019 City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, FL 33004 FOR CRA: Dania Beach Community Redevelopment Agency Executive Director City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, FL 33004 (c) Severability. If any provision of this Loan Agreement, as amended, shall be held or deemed to be,or shall in fact be,illegal,inoperative or unenforceable,the same shall not affect any other provision or provisions herein contained or render the same invalid inoperative, or unenforceable to an extent whatsoever. p � Y (d) Execution of Counterparts. This Loan Agreement.,as amended,may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. (e) Governing Law. This Loan Agreement.,as amended, shall be governed exclusively by and construed in accordance with the applicable laws of the State of Florida. The venue for any proceeding hereunder shall be accorded appropriate jurisdiction in Broward County, Florida. (f) This Loan Agreement., as amended, shall be binding upon, and shall inure to the benefit of,the respective successors and assigns of the parties hereto. 8. Waiver of JurTrial Borrowers and Lender hereby knowingly,irrevocably,voluntarily and intentionally waive any right to a trial by jury in respect of any action, proceeding, defense or counterclaim based on this Loan Agreement,as amended or arising out of under or in connection with this Loan Agreement,as C2 RESOLUTION#2011-019 amended, the Note, or any other security document, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto or to any security document. This provision is a material inducement for Borrowers and Lender entering into the subject transaction. (Remainder of page intentionally left blank) 63 RESOLUTION#2011-019 IN WITNESS WHEREOF,the Parties hereto have made and executed this First Amendment to Loan Agreement on the respective dates under each signature: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Mayor or Vice-Mayor, authorized to execute same by Board action on the day of , 2011;the CITY OF DANIA BEACH, signing by and through its , duly authorized to execute same, and the DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY, signing by and through its Chair, duly authorized to execute same. COUNTY LENDER ATTEST: BROWARD COUNTY,through its BOARD OF COUNTY COMMISSIONERS County Administrator and By Ex-Officio Clerk of the Mayor Board of County Commissioners of Broward County, Florida day of , 2011 Approved as to form by Office of County Attorney Broward County, Florida Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (954) 357-7600 Telecopier: (954) 357-6968 By Carl L. Kitchner Assistant County Attorney day of 32011 64 RESOLUTION#2011-019 FIRST AMENDMENT TO LOAN AGREEMENT AMONG BROWARD COUNTY, CITY OF DANIA BEACH AND DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY CITY OF DANIA BEACH BORROWERS ATTEST: CITY OF DANIA BEACH,through its By City Clerk City Manager day of , 2011 Approved as to form: By City Attorney day of 12011 65 RESOLUTION#2011-019 FIRST AMENDMENT TO LOAN AGREEMENT AMONG BROWARD COUNTY, CITY OF DANIA BEACH AND DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY BORROWERS WITNESSES: DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY By day of , 2011 66 RESOLUTION#2011-019 EXHIBIT "G" U.S. $2,590,909.00 Fort Lauderdale, Florida January , 2011 PROMISSORY NOTE FOR VALUE RECEIVED the undersigned, the CITY OF DANIA BEACH, FLORIDA, a municipal corporation under the laws of the State of Florida, and the DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY, or its successor, a public body corporate and politic ("BORROWERS"), ORROWERS promise to a to the order of BROWARD COUNTY a P ( )� p pay � FLORIDA, political subdivision of the State of Florida(the "LENDER") located at Governmental Center, 115 South Andrews Avenue, Fort Lauderdale, Florida 33301, the principal sum of Two Million Five Hundred Ninety Thousand Nine Hundred Nine and no/100 DOLLARS ($2,590,909.00), (the "Principal") plus interest (the "Interest") on the Principal after the end of the initial five (5) year interest-free period as defined in Section two (2)below: So long as no default has occurred in the Note, Interest shall be payable at the Municipal Market Data MMD "A"revenue bond rate as in effect at the time repayment begins. Upon default in this Note, Interest shall be payable at the per annum rate of eighteen percent(18%). Interest shall accrue and be payable on an actual 360-day basis. 1. This Note evidences a Loan by LENDER to BORROWERS for the sole purpose of funding through the Broward County Redevelopment Capital Program for funds for 190 spaces of the parking garage structure,in support of private redevelopment,which spaces are in excess of the 250 spaces for Library and City Hall uses,and which are expected to spur private redevelopment and are at an actual cost of Two Million Five Hundred Ninety Thousand Nine Hundred Nine and no/100 Dollars($2,590,909.00),based on a projected cost of Thirteen Thousand Six Hundred Thirty-six and 67 RESOLUTION#2011-019 36/100 Dollars ($13,636.36)per space. 2. This Note evidences a Loan by LENDER to BORROWERS upon the terms and subject to the terms and conditions set forth in the Dania Beach Interlocal Agreement,as amended by the Fourth Amendment,which Fourth Amendment is attached and made a part hereof as Exhibit"A" to the First Amendment to Loan Agreement accompanying this Note. 3. This Note replaces and supersedes the previous Note executed by BORROWERS on September 14, 2010, which Note was for the same, sole purpose of funding through the Broward County Redevelopment Capital Program for 190 spaces of the parking garage structure,in support of private redevelopment,which spaces are in excess of the 250 spaces for Library and City Hall uses, and which are expected to spur private redevelopment and are at the same actual cost of Two Million Five Hundred Ninety Thousand Nine Hundred Nine Dollars($2,590,909.00),based on a projected cost of Thirteen Thousand Six Hundred Thirty-six and 36/100 Dollars($13,636.36)per space. The terms and conditions of the First amendment to Loan Agreement shall govern herein. 4. The outstanding principal of the Note shall be due and payable as follows: (a) No payments of interest or principal of the Loan shall be due within the first five(5)years from the Effective Date of the original Loan Agreement. In the event that the Loan does not convert to a grant because the conditions stated in Section 2 of the First Amendment to Loan Agreement have not been met, the Loan shall be repaid to the LENDER by the BORROWERS over a fifteen (15) year period commencing at the end of the initial five (5) year interest free period, with the interest rate at the Municipal Market Data MMD "A" revenue bond rate as in effect at the time repayment begins. In this case,the maturity date shall be twenty(20)years or less from the Effective Date of the C8 RESOLUTION#2011-019 original Loan Agreement. In no event, shall the term of the Loan exceed twenty(20)years; five (5)years interest free, and up to fifteen(15)years at the MMD "A" revenue bond rate. One ym a ent f Principal p o and Interest shall be made on or before September 30th of each year of the fifteen (15) year period, commencing September 30, 2016. An equal amount of Principal,plus the interest accrued for the year,shall become payable on each September 30, commencing September 30, 2016. (b) This Note also provides, in furtherance of the conditions stated in Section 2 of the accompanying First Amendment to Loan Agreement,that there can be a full or partial conversions to rants of the Loan throughout the term of p ( ) g ( ) g the Loan. The resulting amended loan amount would be the difference between the full amount of the original Loan and the partial loan amount(s) converted to a grant(s). If any loan-to-grant conversion occurs after the 5- year interest free period and repayment has begun pursuant to the terms herein,the amount available for conversion to a grant is the outstanding loan balance(defined as the original Loan less any conversions and repayments)at the time of conversion, and interest accrued to that date shall be paid to the County. All interest shall be retained by County. (c) This Note may be prepaid in whole or in part without penalty. Any prepayment shall be accompanied by an amount equal to the interest accrued thereon to the date of receipt of such prepayment in collected funds. 5. All payments hereunder shall be made to LENDER's office at: Broward County Environmental Protection and Growth Management Department, 115 South Andrews Avenue,Room 69 RESOLUTION#2011-019 329B, Fort Lauderdale, Florida, 33301, or such other place as LENDER may from time to time designate in writing. 6. This Note shall be in default if any payment of Principal or Interest due hereunder, and/or under the Loan Agreement, as amended, dated as of the date of this Note, from BORROWERS to LENDER, is not paid as and when due, or if any event of default occurs simultaneously,as such term is defined in the accompanying First Amendment to Loan Agreement being entered into hereto. Upon default in this Note, the LENDER, at its option, may declare the entire unpaid Principal 1 a balance of this Note together with accrued Interest to be immediately due p ,p g Y and payable without notice or demand. In addition to payments of Interest and Principal,if there is a default in this Note the LENDER shall be entitled to recover from the BORROWER all of the LENDER's costs of collection, including the LENDER's attorneys' fees and expenses(whether for services incurred in collection, litigation, or otherwise), and all other costs incurred in connection therewith. 7. BORROWERS severally, irrevocably and unconditionally agree: (a) that any suit,action or other legal proceeding arising out of or relating to this Note may be brought at the option of the LENDER,in a court of record of the State of Florida in Broward County,in the United States District Court for the Southern District of Florida or in any other court of competent jurisdiction; and (b) consent to the jurisdiction of each such court in any such suit, action or proceeding; and (c) waive any objection which it or they may have to the loss of revenue of any such suit, action or proceeding in any such courts. 70 RESOLUTION#2011-019 8. All remedies and enforcement rights of the LENDER shall be cumulative,and may be pursued separately or together as against the BORROWERS and LENDER may resort to any one or more of the remedies afforded under this Note or Loan Agreement,the Uniform Commercial Code of Florida, or under the laws of Florida, neither to the exclusion of the others. 9. BORROWERS and LENDER hereby knowingly,irrevocably,voluntarily and intentionally waive any right to a trial by jury in respect of any action,proceeding,defense or counterclaim based on the Loan Agreement, as amended, or arising out of, under or in connection with the First Amendment to Loan Agreement, this accompanying Note to the First Amendment to Loan Agreement,or any other security document,or any course of conduct,course of dealing,statements (whether verbal or written) or actions of any party hereto or to any security document. This provision is a material inducement for BORROWERS and LENDER entering into the subject transaction. THIS SPACE INTENTIONALLY LEFT BLANK 71 RESOLUTION#2011-019 IN WITNESS WHEREOF, BORROWERS, CITY OF DANIA BEACH, FLORIDA, and DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY, have executed this Note. BORROWERS WITNESSES: CITY OF DANIA BEACH, FLORIDA Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF BROWARD The foregoing instrument was acknowledged before me this day of , 20_,by ,as ,who is personally known to me or who has produced as identification. Print Name: Notary Public, State of Florida at Large Commission No. My Commission Expires: 72 RESOLUTION#2011-019 BORROWERS WITNESSES: DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF BROWARD ) The foregoing instrument was acknowledged before me this day of , 20_,by ,as ,who is personally known to me or who has produced as identification. Print Name: Notary Public, State of Florida at Large Commission No. My Commission Expires: 73 RESOLUTION#2011-019 EXHIBIT "H" FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT is made and entered into as of the day of ,204-011,by and between the City of Dania Beach,Florida,a municipal corporation under the laws of the State of Florida, whose post office address is 100 West Dania Beach Boulevard, Dania Beach, Florida 33304 33004, and the Dania Beach Community Redevelopment Agency,or its successor,a public body corporate and politic('Borrowers"),whose post office address is 100 West Dania Beach Boulevard, Dania Beach, Florida 33304 33004 and Broward County, Florida(the "Lender"),a political subdivision of the State of Florida,whose post office address is 115 South Andrews Avenue, Fort Lauderdale, Florida 33301. RECITALS A. Borrowers have submitted documentation to obtain County funding through the Broward County Redevelopment Capital Program for- s for a security system as part of the parking structure or garage, in support of private redevelopment, adjacent to the Dania Beach City Hall and Library. The documentation supports funding for the security system at an actual cost of One Hundred Forty Thousand and no/100 Dollars($140,000.00). The Lender has agreed to make a One Hundred Forty Thousand and no/100 Dollars($140,000.00)loan("the Security System Loan"or the "Loan") to the Borrowers, which Loan shall be evidenced by a Promissory Note (the "Note") from Borrowers in favor of Lender. B. Lender is willing to provide such Loan to Borrowers upon the terms and subject to the conditions set forth in the Dania Beach Interlocal Agreement,as amended,by the Fetffth Ameadme which Fetwth Amendment is Interlocal Agreement and Amendments are attached hereto and made a part hereof as Exhibit "A," and the conditions hereinafter set forth. 74 RESOLUTION#2011-019 C. Lender is willing to provide such Loan to Borrowers upon the condition that the proceeds shall be used by Borrowers solely for the security system for the parking garage structure, and as further provided and defined in the Fourth Amendment and Fifth Amendment to the Dania Beach Interlocal Agreement. D. Borrowers and Lender, pursuant to the Fifth Amendment to the Dania Beach Interlocal Agreement,have further agreed to include and clarify how the original Loan can convert to a grant(s),in whole or in part,in the event that the County's share of the expected revenue generated by the net increase in the tax base from specific private redevelopment project(s) is less than the original loan amount,due to either partial completion of a specific private redevelopment projects) or completion of a specific private redevelopment proj ect(s)that does not generate expected County revenue equal to the full amount of the original Loan. Borrowers shall make formal request to the Lender for a loan-to-grant conversion(s)and provide sufficient documentation to support a loan-to- grant conversion(s). NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth,the parties hereto do hereby agree as follows: 1. Recitals. The Recitals hereinabove contained are true and correct and are made a part hereof. 2. Loan. The Loan shall be evidenced by a Promissory Note (the "Note"), in the form attached hereto as Exhibit "B." The Note shall be funded in one lump sum and shall evidence the Loan. The proceeds of the Loan shall be used by Borrowers solely for the actual costs of the security system for the parking garage structure,in the amount of One Hundred Forty Thousand and no/100 Dollars($140,000.00), as provided for in Exhibit "A" attached hereto. Lender shall provide a grant on the Security System Loan up to the amount of the original 75 RESOLUTION#2011-019 security system Loan if both of the following conditions are met: 1)the security system is completed within five (5) years from the eEffective dDate of the Fourth Amendment to the Dania Beach Interlocal Agreement,or such lesser timeframe if any,provided in the Library Agreement,and 2)the City/CRA demonstrates that the County's share of the revenue generated by the net increase in the tax base due to specific private redevelopment projects within the Dania Beach RCP Redevelopment Area boundaries over twenty(20)years(measured from the effective date of the First Amendment to the Dania Beach Interlocal Agreement,dated February 21,2006)is expected to equal or exceed the amount of the original Security System Loan. If conditions 1) and 2) above are met, the Security System Loan shall convert to a grant through formal request by the Borrowers in accordance with the terms outlined in Exhibit "A" attached hereto. If condition 1)in the above paragraph and pursuant to Exhibit"A"is met,but with respect to condition 2) referenced,the County's share of the revenue generated by the net increase in the tax base due to specific private redevelopment project(s) is expected to be less than the full amount of the original Loan due to either completion of only a portion of said project(s), or completion of a specific private redevelopment projects)that does not generate expected County revenue equal to the full amount of the original Loan, a "partial" loan-to-grant conversion may take place for an amount that is expected to equal the County's share of the revenue generated by the net increase in the tax base due to said completed portions of project(s). If a"partial"loan-to-grant conversion(s)takes place,the resulting amended loan amount will be the difference between the full amount of the original Loan and the partial loan amount(s) converted to a rant(s). A loan-to-grant conversion for the full amount of the original Loan also may occur with one payment, at the time of completion of the private redevelopment project(s), with appropriate Certificate of Occupancy documentation. "Full"or partial"loan-to-grant conversion(s)of 76 RESOLUTION#2011-019 the original Loan may also occur at any time during the term of the original Loan However, if any loan-to-grant conversion(s)occurs after the 5-year interest-free period and repayment has begun as defined in Section 3 hereinbelow,the amount available for conversion to a grant(s)is the outstanding loan balance (defined as the original Loan less any conversions and repaints) at the time of conversion and interest accrued to that date shall be paid to the County. All interest paid shall be retained by County. 3. Principal/Interest on the Loan. No payments of interest on or principal of the Loan,or amendments thereof, shall be due within the first five(5)years from the efffective dDate of this the original Loan Agreement,dated September 28,2010. In the event that the original Loan,or amended Loan, does not convert to a grant, because the conditions stated in Section 2 hereinabove have not been met,the Security System Loan shall be repaid to the Redevelopment G „iW Dr-enr Lender by the Borrowers over a fifteen (15) year period commencing at the end of the initial five (5)year interest-free period,with the interest rate at the Municipal Market Data MMD"A"revenue bond rate as in effect at the time repayment begins. In this case,the maturity date shall be twenty(20)years or less from the efffective dDate of this the original Loan Agreement. In no event shall the term of the original or amended Loan exceed twenty(20) years: five (5)years interest- free, and up to fifteen (15)years at the MMD"A"revenue bond rate. One payment of principal and interest shall be made on or before September 30''of each year of the fifteen(15)year period,commencing September 30, 2016. An equal amount of principal,plus the interest accrued for the year,shall become payable on each September 30, commencing September 30, 2016. 4. Defaults and Remedies. The occurrence of any one or more of the following events shall constitute an event of default: i. The proceeds of the Loan,as amended,in whole or any part thereof,are not used by 77 RESOLUTION#2011-019 Borrowers for the specific purpose stated herein and in accordance with the terms of Exhibit "A" hereto. ii. Any representation or warranty made by the Borrowers in connection with the making of the Loan.,as amended,by the Lender shall prove to be false or misleading in any material respect. iii. Failure to pay the amounts due under the Note, which failure shall continue for a period of ten(10) days after notice thereof is provided to Borrowers. iv. Entry of a final judgment against Borrowers or their agents which materially adverselyaffects the financial condition of the Borrowers and remains unsatisfied s ed after thirty(30) days of the same becoming final, or the institution of any litigation against Borrowers or its agents which contests the validity of the Dania Beach Interlocal-Agreement,as amended,this Loan Agreement.,as amended, or the Promissory Note that is not dismissed or otherwise resolved within ninety(90) days thereafter. 5. Remedies Upon Default. Should any one or more defaults occur or exist,Lender shall in addition to such rights available to Lender pursuant to the terms of Exhibit"A,"to wit:the Dania Beach Interlocal Agreement, as amended by the Fiir41' Amendment thereto, have the right to accelerate the maturity of the entire principal balance due under the Note and shall have the right, upon ten(10) days written notice,to enforce collection of the entire indebtedness evidenced by the Note including interest,cost and fees by and through any of the remedies herein contained,or by and through any remedies afforded and permitted under the Note,the Uniform Commercial Code,or the laws of the State of Florida. Failure to declare a default,or a failure or withholding of any action to enforce collection of its obligation by virtue of such default,shall not constitute a waiver of any such 78 RESOLUTION#2011-019 event of default on the part of Lender. Any waiver by Lender of an event of default shall not be construed and shall not constitute a waiver of any other or subsequent event of default, it being understood that each event of default shall be and constitute a separate and independent event or act of default, for which Lender may accelerate the indebtedness of Borrowers and, at its election and option,proceed to enforce collection thereof. All remedies and enforcement rights of the Lender shall be cumulative,and may be pursued separately or together as against the Borrowers, and Lender may resort to any one or more of the remedies afforded under this Loan Agreement,as amended,the Note,the Uniform Commercial Code of Florida, or under the laws of Florida, neither to the exclusion of the other. 6. Agreement to Pay Attorneys' Fees and Expenses. In the event the Borrowers shall default under any of the provisions of this Loan Agreement, as amended, and the Lender should employ attorneys or incur other expenses for the collection of the payments due under this Loan Agreement, as amended, or the enforcement of performance or observance of any obligation or agreement on the part of the Borrowers herein contained,the Borrowers agree to pay to the Lender the reasonable fees and expenses of such attorneys and such other expenses so incurred by the Lender. 7. Miscellaneous. (a) Effective Date: Effective date of this First Amendment to Loan Agreement shall mean the date upon which the last party to this First Amendment to Loan Agreement has executed same in accordance with the formalities imposed upon such entity required by Florida law. (b) Notices. Notices shall be given by each party at the addresses set forth below and shall be deemed to have been sufficiently given or served for all purposes of the same 79 RESOLUTION#2011-019 as follows: All notices required to be given by mail will be given by first class, registered or certified mail postage prepaid, return receipt requested, or by private courier service which provides evidence of delivery, or sent by facsimile which produces evidence of transmission, confirmed by first class mail, postage prepaid, and in each case shall be deemed to have been given on the date evidenced by the postal or courier receipt or other written evidence of delivery or electronic transmission,addressed in the manner aforesaid. Any party may,by providing notice in the manner set forth in this section,change its address for purposes of this section. FOR COUNTY: County Administrator Broward County Governmental Center 115 S. Andrews Avenue Fort Lauderdale, FL 33301 With a copy to: Environmental Protection and Growth Management Department Room 329B, Broward County Governmental Center 115 South Andrews Avenue Fort Lauderdale, FL 33301 FOR CITY: City Manager City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, FL 33004 With a copy to: City Clerk City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, FL 33004 FOR CRA: Dania Beach Community Redevelopment Agency Executive Director City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, FL 33004 (c) Severability. If any provision of this Loan Agreement,as amended,shall be held or 80 RESOLUTION#2011-019 deemed to be,or shall in fact be,illegal,inoperative or unenforceable,the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative, or unenforceable to any extent whatsoever. (d) Execution of Counterparts. This Loan Agreement,as amended,may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. (e) Governing Law. This Loan Agreement,as amended, shall be governed exclusively by and construed in accordance with the applicable laws of the State of Florida. The venue for any proceeding hereunder shall be accorded appropriate jurisdiction in Broward County,Florida. (f) This Loan Agreement, as amended, shall be binding upon, and shall inure to the benefit of, the respective successors and assigns of the parties hereto. 8. Waiver of Ju . Trial Borrowers and Lender hereby knowingly,irrevocably,voluntarily and intentionally waive any right to a trial by jury in respect of any action, proceeding, defense or counterclaim based on this Loan Agreement,as amended,or arising out of,under or in connection with this Loan Agreement,as amended, the Note, or any other security document, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto or to any security document. This provision is a material inducement for Borrowers and Lender entering into the subject transaction. (Remainder of page intentionally left blank) 81 RESOLUTION#2011-019 IN WITNESS WHEREOF,the Parties hereto have made and executed this First Amendment to Loan Agreement on the respective dates under each signature: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Mayor or Vice-Mayor, authorized to execute same by Board action on the day of ,2011;the CITY OF DANIA BEACH, signing by and through its , duly authorized to execute same, and the DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY, signing by and through its Chair, duly authorized to execute same. COUNTY LENDER ATTEST: BROWARD COUNTY, through its BOARD OF COUNTY COMMISSIONERS County Administrator and By Ex-Officio Clerk of the Mayor Board of County Commissioners of Broward County, Florida day of 52011 Approved as to form by Office of County Attorney Broward County, Florida Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (954) 357-7600 Telecopier: (954) 357-6968 By Carl L. Kitchner Assistant County Attorney day of , 2011 82 RESOLUTION#2011-019 FIRST AMENDMENT TO LOAN AGREEMENT AMONG BROWARD COUNTY, CITY OF DANIA BEACH AND DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY CITY OF DANIA BEACH BORROWERS ATTEST: CITY OF DANIA BEACH,through its By City Clerk City Manager day of ,2011 Approved as to form: By City Attorney day of ,2011 83 RESOLUTION#2011-019 FIRST AMENDMENT TO LOAN AGREEMENT AMONG BROWARD COUNTY, CITY OF DANIA BEACH AND DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY BORROWERS WITNESSES: DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY By day of , 2011 84 RESOLUTION#2011-019 EXHIBIT "I" U.S. $140,000.00 Fort Lauderdale, Florida January_, 2011 PROMISSORY NOTE FOR VALUE RECEIVED the undersigned, the CITY OF DANIA BEACH, FLORIDA, a municipal corporation under the laws of the State of Florida, and the DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY, or its successor, a public body corporate and politic ('BORROWERS"), promise to pay to the order of BROWARD COUNTY, FLORIDA, a political subdivision of the State of Florida(the "LENDER")located at Governmental Center, 115 South Andrews Avenue,Fort Lauderdale, Florida 33301,the principal sum of One Hundred Forty Thousand and no/100 Dollars ($140,000.00), (the "Principal") plus interest (the "Interest") on the Principal after the end of the initial five (5)year interest-free period as defined in Sections two (2) and three (3)below: So long as no default has occurred in the Note, Interest shall be payable at the Municipal Market Data MMD "A"revenue bond rate as in effect at the time repayment begins. Upon default in this Note, Interest shall be payable at the per annum rate of eighteen percent(18%). Interest shall accrue and be payable on an actual 360-day basis. 1. This Note evidences a Loan by LENDER to BORROWERS for the sole purpose of funding through the Broward County Redevelopment Capital Program for a security system as part of a parking garage structure,in support of private redevelopment,adjacent to the Dania Beach City Hall and Library. The Security System is at an actual cost of One Hundred Forty Thousand and no/100 Dollars ($140,000.00). 2. This Note evidences a Loan by LENDER to BORROWERS upon the terms and 85 RESOLUTION#2011-019 subject to the terms and conditions set forth in the Dania Beach Interlocal Agreement,as amended, which Interlocal Agreement and Amendments are attached and made a part hereof as Exhibit"A"to the First Amendment to Loan Agreement accompanying this Note. 3. This Note replaces and supersedes the previous Note executed by BORROWERS on September 14, 2010, which Note was for the same, sole purpose of funding through the Broward County Redevelopment Capital Program for a Security System as part of a parking garage structure, in support of private redevelopment,adjacent to the Dania Beach City Hall and Library at an actual cost of One Hundred Forty Thousand and no/100 Dollars($140,000.00). The terms and conditions of the First Amendment to Loan Agreement shall govern herein. 4. The outstanding principal of the Note shall be due and payable as follows: (a) No payments of interest or principal of the Loan shall be due within the first five (5)years from the effective date of the original Loan Agreement. In the event that the Loan does not convert to a grant because the conditions stated in Section 2 of the Loan Agreement, as amended, have not been met, the Loan shall be repaid to the LENDER by the BORROWERS over a fifteen (15) year period commencing at the end of the initial five (5) year interest- free period, with the interest rate at the Municipal Market Data MMD "A" revenue bond rate as in effect at the time repayment begins. In this case,the maturity date shall be twenty(20)years or less from the Effective Date of the original Loan Agreement. In no event, shall the term of the Loan exceed twenty(20)years; five (5)years interest-free, and up to fifteen(15)years at the MMD "A" revenue bond rate. One payment of Principal and Interest shall be made on or before September 30'' of each year of the fifteen (15) 86 RESOLUTION#2011-019 year period, commencing September 30, 2016. An equal amount of Principal,plus the interest accrued for the year,shall become payable on each September 30"', commencing September 30, 2016. (b) This Note also provides, in furtherance of the conditions stated in Section 2 of the accompanying First Amendment to Loan Agreement,that there can be a full or partial conversion(s)to grant(s) of the Loan throughout the term of the Loan. The resulting amended loan amount would be the difference between the full amount of the original Loan and the partial loan amount(s) converted to a grant(s). If any loan-to-grant conversion occurs after the 5- year interest-free period and repayment ent has begun pursuant to the terms p p herein,the amount available for conversion to a grant is the outstanding loan balance(defined as the original Loan less any conversions and repayments)at the time of conversion, and interest accrued to that date shall be paid to the County. All interest paid shall be retained by County. (c) This Note may be prepaid in whole or in part without penalty. Any prepayment shall be accompanied by an amount equal to the interest accrued thereon to the date of receipt of such prepayment in collected funds. 5. All payments hereunder shall be made to LENDER's office at: Broward County Environmental Protection and Growth Management Department, 115 South Andrews Avenue,Room 32913, Fort Lauderdale, Florida, 33301, or such other place as LENDER may from time to time designate in writing. 6. This Note shall be in default if any payment of Principal or Interest due hereunder, and/or under the Loan Agreement, as amended, dated as of the date of this Note, from 87 RESOLUTION#2011-019 BORROWERS to LENDER, is not paid as and when due, or if any event of default occurs simultaneously,as such term is defined in the accompanying First Amendment to Loan Agreement being entered into hereto. Upon default in this Note, the LENDER, at its option, may declare the entire unpaid Principal balance of this Note,together with accrued Interest,to be immediately due and payable without notice or demand. In addition to payments of Interest and Principal,if there is a default in this Note, the LENDER shall be entitled to recover from the BORROWER all of the LENDER's costs of collection, including the LENDER's attorneys' fees and expenses (whether for services incurred in collection, litigation, or otherwise), and all other costs incurred in connection therewith. 7. BORROWERS severally, irrevocably and unconditionally agree: (a) that any suit,action or other legal proceeding arising out of or relating to this Note may be brought at the option of the LENDER,in a court of record of the State of Florida in Broward County,in the United States District Court for the Southern District of Florida or in any other court of competent jurisdiction; and (b) consent to the jurisdiction of each such court in any such suit, action or proceeding; and (c) waive any objection which it or they may have to the loss of revenue of any such suit,action or proceeding in any such courts. 8. All remedies and enforcement rights of the LENDER shall be cumulative,and may be pursued separately or together as against the BORROWERS and LENDER may resort to any one or more of the remedies afforded under this Note or Loan Agreement, as amended, the Uniform Commercial Code of Florida, or under the laws of Florida, neither to the exclusion of the others. 88 RESOLUTION#2011-019 9. BORROWERS and LENDER hereby knowingly, irrevocably, voluntarily and intentionally waive any right to a trial by jury in respect of any action, proceeding, defense or counterclaim based on the Loan Agreement, as amended, or arising out of, under or in connection with the First Amendment to Loan Agreement,this accompanying Note to the First Amendment to Loan Agreement, or any other security document, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto or to any security document. This provision is a material inducement for BORROWERS and LENDER entering into the subject transaction. THIS SPACE INTENTIONALLY LEFT BLANK 89 RESOLUTION#2011-019 IN WITNESS WHEREOF, BORROWERS, CITY OF DANIA BEACH, FLORIDA, and DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY, have executed this Note. BORROWERS WITNESSES: CITY OF DANIA BEACH, FLORIDA Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF BROWARD ) The foregoing instrument was acknowledged before me this day of , 2011,by ,as ,who is personally known to me or who has produced as identification. Print Name: Notary Public, State of Florida at Large Commission No. My Commission Expires: 90 RESOLUTION#2011-019 BORROWERS WITNESSES: DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF BROWARD ) The foregoing instrument was acknowledged before me this day of , 2011,by ,as ,who is personally known to me or who has produced as identification. Print Name: Notary Public, State of Florida at Large Commission No. My Commission Expires: 91 RESOLUTION#2011-019