Loading...
HomeMy WebLinkAboutR-2011-022 - Authorizing the execution of a loan agreement and promissory note pursuant to the seventh amendment to the ILA RESOLUTION NO. 2011-022 A RESOLUTION OF THE CITY OF DANIA BEACH,FLORIDA,AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE A SEVENTH AMENDMENT TO THE 1NTERLOCAL 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; AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT AND PROMISSORY NOTE PURSUANT TO THE SEVENTH AMENDMENT TO THE 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 Seventh 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 Agreement and Promissory Note to be executed in connection with the funding contemplated by the Seventh Amendment to the Dania Beach Interlocal Agreement in substantial form as the Loan Agreements and Promissory Notes previously executed pursuant to the Dania Beach Interlocal Agreement,as amended,and in an amount not to exceed$1,006,967.00, are approved and the proper City officials are authorized to execute them. Section 3. 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 Seventh Amendment to the Dania Beach Interlocal Agreement, the Loan Agreement, and the Promissory Note, 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 4. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 5. That this Resolution shall be in force and take effect immediately upon passage and adoption. PASSED AND ADOPTED on , 2011. C.K. McELYE MAYOR—CITY COMMISSIONER �Qo�ARp'S FIRST C'Y A TEST: LOUIt STILSON, CMC CITY CLERK A'iib dal" APPROVED AS TO FORM AYD CORRECTNESS BY: I ` --"� - li THOMAS J. ANS O CITY ATTORNFW 2 RESOLUTION#2011- d,� SEVENTH AMENDMENT TO DANIA BEACH INTERLOCAL AGREEMENT This is the Seventh Amendment to the Dania Beach Interlocal Agreement ("Seventh Amendment"), made this day of March, 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 any amendment will include 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 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 "Parkin Garage Funds," together with such future e u 9 9 � 9 that would be the subject of future application(s) b the CRA to the County project(s) 1 Y and future amendments resulting therefrom, provided such future amendments are executed on or before February 22, 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, with respect to the Second Amendment, while the previously approved funding for the Parking Garage Funds was not to exceed Three Million One 2 Hundred Thousand and no/100 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 County has not disbursed any RCP funds for the gate-arm entry system until the City and the CRA have provided appropriate documentation to support a loan convertible to a grant for the subject gate-arm entry system in an amount equal to the actual cost not to exceed Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars ($273,790.00), based on similar loan-to-grant conversion provisions, with a 5-year interest-free mechanism, similar to those already provided in the First Amendment, the Second Amendment (Parking Garage Funds, as amended by the Fourth Amendment) the Third Amendment (Parcel 109 Reimbursement now completed), and the Fourth Amendment and which amount will be processed for disbursement by the County, on a reimbursement basis, upon review of such documentation including a contract signed within ninety (90) days of the execution of the Fifth Amendment and evidence of completion of the gate-arm entry system on or before July 1, 2011, and execution of a Loan Agreement and Promissory Note, or the City and CRA agree to relinquish claim to said funding; and 3 WHEREAS, at the February 8, 2011, meeting of the Board of County Commissioners ("Board"), in view of the February 21, 2011, expiration date of the Interlocal Agreement, as amended, 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, on February 18, 2011, the City/CRA submitted additional information on the cost estimates for the new design of the roadway and associated water, sewer, and drainage improvements; 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 City/CRA agreed with the County to extend the term of the Interlocal Agreement, as amended, from February 22, 2011, to March 1, 2011; and WHERAS, County staff has completed the due diligence review of the design and costs for the roadway construction and associated water, sewer, and drainage improvements based on the initial application package submitted on February 11, 2011, and the additional information provided on February 18, 2011; and WHEREAS, the County, the City, and the CRA, hereby agree that County funding for the roadway construction project and associated water, sewer, and drainage improvements shall be the actual costs of said improvements not to exceed , and shall be disbursed, on a reimbursement basis, as a five-year interest-free loan convertible to a grant under similar conditions to those already provided in the First Amendment, the Second Amendment (Parking Garage Funds, as amended by the Fourth Amendment and Fifth Amendment) the Third Amendment (Parcel 109 Reimbursement now completed), if a construction contract is executed within ninety (90) days of March 1, 2011, and the roadway and water, sewer and drainage improvements are completed and operational by May 1, 2012; and WHEREAS, the City and CRA acknowledge that the RCP funding for the roadway construction and associated water, sewer, and drainage improvements totals the not to exceed amount of , which amount, if less than the RCP commitment, then such remaining amount shall remain with the County, and the City and the CRA shall have no further claim to such remaining monies after March 1, 2011; and 4 WHEREAS, notwithstanding the expiration of the Interlocal Agreement and amendments thereto, except to the extent specifically provided in Fifth Amendment and this Seventh Amendment, the Loan Agreements and Promissory Notes executed by and among the County, the City and CRA pursuant thereto shall survive and establish provisions for repayment or conversion to grants. 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 1.8 of the Dania Beach Interlocal Agreement is hereby amended to read as follows: 1.8 The total County funding amount from the Redevelopment Capital Program payable to the CRA, for the Parcel 109 Reimbursement and Parking Garage Funds, as redefined pursuant to the Fourth Amendment, together with the security system and gate-arm entry system and roadway construction and associated water, sewer, and drainaae improvements as redefined by the Fifth Amendment, Sixth Amendment and this Seventh Amendment, and future amendments resulting therefrom, provided such future amendments are executed on or before March 1, 2011, shall not exceed the sum of Six Million Three Hundred Forty-five Thousand Eight Hundred Sixty-six and no/100 Dollars ($6,345,866.00). All amounts paid by the County shall continue to be deposited into the Redevelopment Trust Fund established by the City or the CRA and expended solely as authorized by the Act and the Interlocal Agreement, as amended. Since the term of the Dania Beach Interlocal Agreement and all seven amendments thereto expires on March 1, 2011, unless a new public improvement has been presented to the County for approval and disbursement of funds as of March 1, 2011, the County, the City, and the CRA hereby agree that the balance of the RCP funds allotted by the County, in the amount of One Million Six Thousand Nine Hundred Sixty- seven and no/100 Dollars ($1,006,967.00) to the extent not approved for roadway construction and associated water, sewer, and drainage improvements totals, plus any funds remaining if the actual cost of the gate-arm entry system less than the not-to-exceed commitment of Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars $273,790.001 or if the gate-arm entry system contract is not signed within ninety (90) days of execution of this the Fifth Amendment, shall remain with the County, and the City and the CRA shall have no further claim to such monies, except for the not-to-exceed commitment of Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars ($273,790.00) for the gate-arm entry system, and the not to 5 exceed commitment of for roadway construction and associated water, sewer, and drainage improvements, after March 1, 2011. The County will not to date, disburse any RCP funds for the gate-arm entry system until the City and the CRA have provided sufficient documentation which documentation includes an executed contract(s) and evidence of completion of the gate-arm entry system, to support a loan convertible to a grant for the subject gate-arm entry system in an amount equal to the actual cost not to exceed Two Hundred Seventy- three Thousand Seven Hundred Ninety and no/100 Dollars ($273,790.00). based on similar loan-to-grant conversion provisions, with a 5-year interest-free mechanism similar to those already provided in the First Amendment the Second Amendment (Parking Garage Funds, as amended by the Fourth Amendment) the Third Amendment (Parcel 109 Reimbursement now completed), and the Fourth Amendment. The funding amount will be processed on a reimbursement basis for disbursement by the County upon review of the documentation, including a contract executed within ninety (90) days of the Fifth Amendment and evidence of completion of the gate-arm entry system, on or before July 1, 2011 and execution of a Loan Agreement and Promissory Note, or the City and CRA agree to relinquish any and all claims to said funding and the funds shall remain with the County. The County acknowledges that 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 on February 18, 2011, provided additional information regarding the costs for the new design of the roadway and associated water, sewer, and drainage improvements. The construction contract for roadway construction and associated water, sewer, and drainage improvements will be executed within ninety (90) days of March 1 2011 and be completed on or before May 1. 2012. The City/CRA has requested funding for the full amount of the remaining RCP commitment in the amount of One Million Six Thousand Nine Hundred Sixty-seven and no/100 Dollars ($1.006,967.00) as a loan convertible to a grant to be disbursed on a reimbursement basis when the roadway project is complete The cost estimate submitted in the amount of One Million Thirteen Thousand and no/100 Dollars ($1,013,000.00) includes Eighty-five Thousand and no/100 Dollars ($85,000.00) for landscaping. Subject to approval by the Board of County Commissioners, the County will provide a loan convertible to a grant for the actual cost of the roadway construction and associated water, sewer, and drainage improvements excluding landscaping in an amount not to exceed if the City/CRA 6 execute a construction contract within ninety (90) days of March 1, 2011. and the subiect work is completed and operational on or before May 1, 2012. The difference between the remaining RCP funds of One Million Six Thousand Nine Hundred Sixty-seven and no/100 Dollars ($1 006 967.00) and the actual County approved cost of the roadway construction and associated water, sewer, and drainage improvements excluding landscaping shall remain with the County, and the City and CRA have no further claim to such funds. The City and CRA also agree that if there is no contract for the roadway construction and associated water, sewer, and drainage improvements within ninety (90) days of March 1, 2011. or if the said roadway construction and associated improvements are not completed and operational on or before May 1, 2012, the funds shall remain with the County and the City/CRA agree to relinquish any and all claims to said funding. The County, the City, and the CRA further agree that the funds for the roadway construction and associated water, sewer, and drainage improvements shall be used solely for the roadway construction and associated water, sewer, and drainage improvements, as described herein. 3. Section 4 of the Dania Beach Interlocal Agreement, as created by paragraph 7 of the First Amendment, and as further amended by the Second, Third, Fourth, and Fifth, Sixth and Seventh Amendments, and in addition and similar to the provisions of the Third Amendment, is hereby further amended and supplemented to read, specifically regarding the Parking Garage Funds pursuant to the provisions of the Second and Fourth Amendments, as follows: 4.0 COUNTY FUNDING OF INFRASTRUCTURE IMPROVEMENTS 4.1 The Parking Garage Funds, as defined in the Second Amendment, with funding for the actual cost not to exceed Three Million One Hundred Thousand and no/100 Dollars ($3,100,000.00) for approximately 138 spaces, but not less than 125 spaces nor more than 175 spaces, which spaces are in addition to 250 spaces for use by the Library and City Hall, are hereby redefined to include an additional 15 spaces, which raises the total number of parking spaces in support of private redevelopment from 175 to 190 spaces in a parking structure of 440 spaces. Based on a lower per space cost, the proportional cost of the 190 spaces is Two Million Five Hundred Ninety Thousand Nine Hundred Nine and no/100 Dollars ($2,590,909.00), which was disbursed by the County upon approval of the Fourth Amendment and execution of an appropriate Loan Agreement and Promissory Note. In addition to this amount, the Parking Garage Funds includes an additional One Hundred Forty 7 Thousand and no/100 Dollars ($140,000.00), requested by the City/CRA, for a security system for the parking garage, which was disbursed upon approval of the Fourth Amendment and execution of an appropriate Loan Agreement and Promissory Note, and further, shall include an amount equal to the actual cost not to exceed Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars ($273,790.00) for a gate-arm entry system, to be disbursed by the County after appropriate documentation is presented, including a contract signed within ninety (90) days of execution of this the Fifth Amendment, duly reviewed by the County, together with execution of this the Fifth Amendment and an additional Loan Agreementtr} and Promissory Note. The differential between the initial County commitment for the Parking Garage Funds of Three Million One Hundred Thousand and no/100 Dollars ($3,100,000.00) and the funding for the now redefined Parking Garage Funds totaling Three Million Four Thousand Six Hundred Ninety-nine and no/100 Dollars ($3,004,699.00), is Ninety-five Thousand Three Hundred One and no/100 Dollars ($95,301.00), which sum shall be added to the Nine Hundred Eleven Thousand Six Hundred Sixty-six and no/100 Dollars ($911,666.00) differential remaining after the Third Amendment, totaling One Million Six Thousand Nine Hundred Sixty-seven and no/100 Dollars ($1,006,967.00), plus any funds remaining if the actual cost of the gate-arm entry system is less than the not-to-exceed commitment of Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars ($273,790.001 or if the gate-arm entry system contract is not signed within ninety (90) days of this the Fifth Amendment. Since the term of the Dania Beach Interlocal Agreement and all seven amendments thereto expires on March 1, 2011, unless a new public improvement has been presented to the County for approval and disbursement of funds as of March 1, 2011, the County, the City and the CRA hereby agree that the balance of the RCP funds allotted by the County in the amount of to the extent not approved for roadway construction and associated water, sewer, and drainage improvements, plus any funds remaining if the actual cost of the gate-arm entry system is less than the not-to-exceed commitment of $273,790 or if the gate-arm entry system contract is not signed within ninety (90) days of this the Fifth Amendment, shall remain with the County, and the City and the CRA shall have no further claim to such monies, except for the not-to-exceed commitment of Two Hundred Seventy-three Thousand Seven 8 Hundred Ninety and no/100 Dollars ($273,790.00) for the gate-arm entry system, and the not to exceed commitment of for roadway construction and associated water, sewer, and drainage improvements, after March 1, 2011. The County will not, to date, disburse any RCP funds for the gate- arm entry system until the City and the CRA have provided sufficient documentation, which documentation includes an executed contract(s) and evidence of completion of the gate-arm entry system, to support a loan convertible to a grant for the subiect pate-arm entry system in an amount equal to the actual cost not to exceed Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars ($273.790.00). based on similar loan-to- grant conversion provisions. with a 5-year interest-free mechanism, similar to those already provided in the First Amendment. the Second Amendment (Parkins Garage Funds, as amended by the Fourth Amendment) the Third Amendment (Parcel 109 Reimbursement now completed). and the Fourth Amendment. The fundina amount will be processed on a reimbursement basis for disbursement by the County upon review of the documentation, including a contract executed within ninety (90) days of execution of the Fifth Amendment and evidence of completion of the gate- arm entry system on or before July 1, 2011. or the City and CRA agree to relinquish any and all claims to said funding and the funds shall remain with the County. The County acknowledges that 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 on February 18, 2011. provided additional information regarding the costs for the new design of the roadway and associated water, sewer, and drainage improvements. The construction contract for roadway construction and associated water, sewer, and drainage improvements will be executed within ninety (90) days of March 1. 2011. and be completed on or before May 1. 2012. The City/CRA has reauested fundina for the full amount of the remaining RCP commitment in the amount of One Million Six Thousand Nine Hundred Sixty-seven and no/100 Dollars ($1,006.967.00) as a loan convertible to a grant to be disbursed on a reimbursement basis when the roadway project is complete. The cost estimate submitted in the amount of One Million Thirteen Thousand and no/100 Dollars ($1,013.000.00) includes Eighty-five Thousand and no/100 Dollars ($85,000.00) for landscaping: 9 Subiect to approval by the Board of County Commissioners, the County will provide a loan convertible to a grant for the actual cost of the roadway construction and associated water, sewer, and drainage improvements excluding landscaping in an amount not to exceed . if the City/CRA execute a construction contract within ninety (90) days of March 1 2011. and the subiect work is completed and operational on or before May 1, 2012. The difference between the remaining RCP funds of One Million Six Thousand Nine Hundred Sixtv-seven and no/100 Dollars ($1,006,967.00) and the actual County approved cost of the roadway construction and associated water, sewer, and drainage improvements excluding landscaping shall remain with the County, and the City and CRA have no further claim to such funds. The City and CRA also agree that if there is no contract for the roadway construction and associated water, sewer, and drainaae improvements within ninety (90) days of March 1. 2011, or if the said roadway construction and associated improvements are not completed and operational on or before May 1. 2012, the funds shall remain with the County and the City/CRA agree to relinouish any and all claims to said fundina. The County, the City, and the CRA further agree that the funds for the roadway construction and associated water, sewer, and drainage improvements shall be used solely for the roadway construction and associated water, sewer, and drainage improvements, as described herein. 4.3 In addition to the provisions of the prior Amendments, the County will lend on a reimbursement basis an amount equal to the actual cost not to exceed Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars ($273,790.00) for the Gate-Arm Entry System and also on a reimbursement basis an amount not to exceed for the Roadway Construction and Associated Improvements, under conditions more fully provided herein. 4.4 The County loan(s) of the Parking Garage Funds for the 190 parking spaces ($2,590,909) and the security system ($140,000.00) were disbursed within thirty (30) days of execution of the Fourth Amendment, and applicable Loan Agreements and Promissory Notes by appropriate parties thereto, and the not to exceed amount of Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars ($273,790.00) for the gate-arm entry system will be disbursed on a reimbursement basis when appropriate 10 documentation is submitted, including a contract signed within ninety (90) days of execution of the Fifth Amendment and evidence of completion of the gate-arm entry system within ninety (90) days , and this RUM A.m.endmeRt on or before July 1, 2011, a Loan Agreement and Promissory Note are executed by appropriate parties. The not to exceed amount of for the actual cost of the roadway construction and associated water, sewer, and drainage improvements excludina landscaping will be disbursed on a reimbursement basis, if the City/CRA execute a construction contract within ninety 90) days of March 1, 2011. the subject work is completed and operational on or before May 14 2012, and a Loan Agreement and Promissory Note is executed. 4.7 In addition to the provisions of the prior Amendments, the County loan for the gate-arm entry system shall be convertible to a grant uu to the amount thereof if both of the followina conditions are met: 1) a contract for the sate-arm entry system is sinned and the gate- arm entry system is completed and operational within ninety (90) days of execution of the Fifth Amendment, and 2) the City/CRA demonstrates that the County's share of the revenue aenerated by the net increase in the tax base due to specific private redevelopment proiects within the Dania Beach RCP Redevelopment Area boundaries over 20 years (measured from the effective date of the First Amendment dated February 21, 2006) is expected to eaual or exceed the amount of the oriainal Gate- Arm Entry Loan. Likewise, the County loan for the roadway construction and associated improvements shall be convertible to a grant up to the amount thereof if both of the followina conditions are met: 1) a contract for the roadway construction and associated water, sewer, and drainage improvements is signed within ninety (90) days of March 1, 2011. and the roadway construction and associated water, sewer, and drainage improvements are completed and ooverational on or before May 1, 2012, and 2) the City/CRA demonstrates that the County's share of the revenue aenerated by the net increase in the tax base due to specific private redevelopment proiects within the Dania Beach RCP Redevelopment Area boundaries over 20 years (measured from the effective date of the First Amendment dated February 21, 2006) is expected to equal or exceed the amount of the original Roadway Construction Loan. 11 4 7 1 If conditions 1) and 2) of Section 4.7 with respect to the gate- arm entry system are met, the Gate-Arm Entry Loan shall convert to a grants) through formal request by the City/CRA as follows: 1) one-third of the amount of the loan(s) or one-third of the County's share of the revenue generated by the expected net increase in the tax base due to specific private redevelopment proiect(s), whichever is less will convert to a grants) at the time of the approval of the requisite permitting for the private redevelopment proiect(s) and appropriate documentation of the completion of the Gate-Arm Entry System: 2) an additional one-third of the amount of the loan(s) or one-third of the County's share of the revenue generated by the expected net increase in the tax base due to specific private redevelopment proiect(s), whichever is less, will convert to grant(s) at the time when the City/CRA provides documentation to the County that 50% of the total project floors are erected: and, 3) the remaining one-third of the amount of the loan(s) or one-third of the CountVs share of the revenue aenerated by the expected net increase in the tax base due to specific private redevelopment proiect(s) whichever is less, will convert to-a grant(s) at the time of the completion of the private redevelopment proiect(s) evidenced by the issuance of all applicable Certificates of Occupancy. If conditions 1) and 2) of Section 4.7 with respect to the roadway construction and associated improvements are met, the Roadway Construction Loan shall convert to a grant(s). through formal request by the City/CRA, as follows: 1) one- third of the amount of the loan(s) or one-third of the County's share of the revenue generated by the expected net increase in the tax base due to specific private redevelopment proiect(s) whichever is less, will convert to a arrant(s) at the time of the approval of the requisite permitting for the private redevelopment proiect(s), and appropriate documentation of the completion of the Roadway Construction and Associated Improvements: 2) an additional one-third of the amount of the loan(s) or one-third of the County's share of the revenue generated by the expected net increase in the tax base due to specific private redevelopment proiect(s) whichever is less, will convert to grant(s) at the time when the City/CRA provides documentation to the County that 50% of the total proiect floors are erected: and, 3) the remaining one-third of the amount of the loan(s) or one-third of the County's share of the revenue generated by the expected net increase in the 12 tax base due to specific private redevelopment woiect(s), whichever is less will convert to a grants) at the time of the completion of the private redevelopment woiect(s) evidenced by the issuance of all applicable Certificates of Occupancy. 4.8 In addition to similar provisions contained in prior Amendments, if conditions 1) and 2) of Section 4.7 herein are not met with respect to either the Gate-Arm Entry System Loan or the Roadway Construction Loan said Loan(s) must be repaid to the County by the City or CRA over a 15-year period commencina at the end of the initial five-year interest-free period, as provided by Section 4.5 herein with interest at the Municipal Market Data (MMD) "A" revenue bond rate as in effect at the time repavment begins. In no event shall the term of the loan exceed twenty (20) years: five years interest free and up to 15 years at the MMD "A" revenue bond rate. 4.9 , +In no event shall the total amount of County grants and loans for the Parcel 109 Reimbursement, Parking Garage Funds, as redefined by the Fourth Amendmefll:; and this the Fifth, Sixth and Seventh Amendments, and the Roadway Construction and Associated Improvements, described in this Seventh Amendment, exceed 4.10 In addition to the provisions in prior amendments, in no event shall the total grant(s) exceed the total amount of the loan(s). 4.13 The County, the City, and the CRA agree that all loans approved for funding through the Redevelopment Capital Program — Two Million Three Hundred Thirty-four Thousand Two Hundred and no/100 Dollars ($2,334,200.00) for acquisition of Parcel 109; Two Million Five Hundred Ninety Thousand Nine Hundred Nine and no/100 Dollars ($2,590,909.00) for one hundred ninety (190) spaces in the Parking Garage; and One Hundred Forty Thousand and no/100 Dollars ($140,000.00) for the security system - shall be amended. The loan amendments and loan agreements for the gate-arm entry system and roadway construction and associated improvements (to be executed in the future, Of a SeF;tFaGt is signed pursuant to Paragraphs 1.8. 4.1. and 4.4 herein) shall provide for full conversion(s) to grant(s), or partial conversion(s) to grant(s) if 13 the County's share of the expected revenue generated by the net increase in the tax base from private redevelopment project(s) is less than the original loan amount(s), due to either partial completion of a specific private redevelopment 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. The amount(s) converted to grant(s) may not exceed the County's share of the expected revenue generated by the net increase in the tax base from the specific private redevelopment project(s). Further, the City and CRA must make formal request to the County for a loan-to-grant conversion(s) and provide sufficient documentation to support the conversion(s) to grant(s). Contemporaneously with this the Fifth Amendment, all Loan Agreements and Promissory Notes shall be were duly amended, as applicable, to document this understanding. 4.14 The County, the City and the CRA further understand that a conversion(s) from a loan(s) to a grant(s) may occur at any time during the 20-year loan period. However, should the conversion take Y lace after the 5-year interest-free period and repayment has p begun, the conversion to a grant(s) is only for 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 must be paid to the County. All interest paid shall be retained by County. Contemporaneously with this the Fifth Amendment, all Loan Agreements and Promissory Notes shall be were duly amended, as applicable, to document this understanding. 4.15 The City/CRA hereby confirm that the developer and contractors for the roadway construction and associated water, sewer, and drainage improvements are required to comply with the responsible party contaminant discovery notice requirements described in Section 27-355(b), Article XII of the Broward County Natural Resource Protection Code. Specifically, the developer will provide immediate verbal notice to the Citv/CRA, and written notice within seven (7) calendar days of contaminant discovery, if any contaminants above applicable regulatory cleanup levels are discovered within the roadway construction area. Upon such notifications, the City/CRA will notify the County. In the event that environmental contamination of the roadway construction area is present or suspected, the County will enter into a Loan Agreement with the Citv/CRA only subject to the developer and City/CRA agreeing to save harmless and defend the County, its officers, servants, agents and emolovees from and against any and all claims, suits, actions, damages, liabilities, expenditures, or 14 causes of action of whatsoever kind arising from the environmental contamination. When the County enter into the Loan Agreement, the County assumes no liability regarding the cleanup remediation. 4. Section 5 of the Dania Beach Interlocal Agreement, as created by paragraph 8 of the First Amendment, and further amended by paragraph 5 of the Second and Third Amendments, shall remain unchanged and its provisions fully applicable to the Fourth Amendments aad-this the Fifth Amendment, Sixth Amendment, and this Seventh Amendment. 5. Section 6 of the Dania Beach Interlocal Agreement, as created by paragraph 9 of the First Amendment and amended by paragraph 6 of the Second and Third Amendments, shall remain unchanged and its provisions fully applicable to the Fourth Amendments and-#h, the Fifth Amendment, Sixth Amendment, and this Seventh Amendment. 6. 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 aAd Fourth, Fifth and Sixth Amendments, as applicable to this Six* Seventh Amendment, is hereby amended to read as follows: 7.0 MISCELLANEOUS 7.1 Effective Date: The effective date of this Sint# Seventh Amendment shall be on the date it is fully executed by the parties. 7.2 Joint Preparation: The preparation of this Sint# Seventh 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-Off icio Clerk of the Broward County Board of County Commissioners is hereby authorized and directed after approval of this Sb& Seventh 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. 15 7.17 That in the event of any conflict or ambiguity by and between the terms and provisions of this Six* Seventh Amendment to the original Dania Beach Interlocal Agreement and the original Dania Beach Interlocal Agreement, First Amendment, Second Amendment, Third Amendment, of Fourth Amendment, of Fifth Amendment, or Sixth Amendment thereto, the terms and provisions of this Seventh 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, Fifth Amendment, aPA Sixth Amendment. and Seventh Amendment thereto, executed by the Parties shall remain in full force and effect except as specifically amended herein. 7.19 This Seventh Amendment may be executed in up to four (4) counterparts, each of which shall be deemed to be an original. (Remainder of pace intentionally left blank) 16 IN WITNESS WHEREOF, the Parties hereto have made and executed this SEVENTH 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 17 SEVENTH 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 18 SEVENTH 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 CLK/It/ccr #11-037 2/22/2011 G:\DIV2\CLK\CLK11\Agreements\Dania BeachTifth Amendment 021711.Doc 19