HomeMy WebLinkAboutR-2011-008 - 5th Amendment to ILA between City / CRA / Broward County RESOLUTION NO. 2011-008
A RESOLUTION OF THE CITY OF DANIA BEACH,FLORIDA,AUTHORIZING
THE PROPER CITY OFFICIALS TO EXECUTE A FIFTH 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 AND FOURTH AMENDMENT TO ILA;
ACKNOWLEDGING THE EXPIRATION OF THE ILA AND LOSS OF CERTAIN
FUNDING FROM THE BROWARD COUNTY REDEVELOPMENT CAPITAL
PROGRAM;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 Fifth 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 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 "E", 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 in substantial 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 Agreement, the Promissory Note, 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 January 25, 2011.
r .,g-
C. K. McELYEA
MAYOR—COMMISSIONER
ATTEST: 0�Q pRWS
LOUISE STILSON, CMC ,
CITY CLERK
APPROVED AS TO ORM CORRECTNESS
BY. ( }
THOMAS RO
CITY AT ORNEY
2 RESOLUTION#2011-008
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 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
prof 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#2011-008
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
241 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
13 8 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#2011-008
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 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), to support a loan convertible to a grant for the subject gate-arm
entry system in an amount 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 upon review of such documentation and
execution of a Loan Agreement and Promissory Note,which shall occur within ninety(90)days of
the effective date of this Fifth Amendment or the City and CRA agree to relinquish claim to said
funding; and
WHEREAS, the term of the Interlocal Agreement, as amended, expires on February 21,
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
5 RESOLUTION#2011-008
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$273,790 or if the gate-arm entry system contract is not
signed within ninety(90)days of this Fifth Amendment,shall remain with the County,and the City
and the CRA shall have no further claim to such monies upon execution of this Fifth Amendment;
and
WHEREAS, notwithstanding the expiration of the Interlocal Agreement and amendments
thereto, 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 this the Fourth Amendment,together with the security system
and gate-arm entry system and such future project(s)that will 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,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 five amendments
thereto expires on February 21, 2011, and no new public improvements have been
presented to the County for approval and disbursement of funds as of the Effective
Date of this Fifth Amendment,the County,the City, and the CRA hereby egr a 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/l00 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$273,790 or if the gate-arm ent y system contract is not
signed within ninety(90) days of execution of this Fifth Amendment, shall remain
with the County, and the City and the CPA 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, upon execution of this Fifth Amendment.
6 RESOLUTION#2011-008
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=and Third, and Fourth 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
will ho rreeessea for disbufsemet# was disbursed by the County upon
approval of this the Fourth Amendment and execution of an appropriate Loan
Agreement(s) and Promissory Note(s). In addition to this amount, the
Parking Garage Funds sly includes an additional One Hundred Forty
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 dos the Fourth Amendment and
execution of an appropriate Loan Agreement(s)and Promissory Note(s),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)dys of execution of this Fifth Amendment,duly reviewed
by the County, together with execution of this Fifth Amendment and an
additional Loan Agreement(s) 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 entrysystem is
less than the not-to-exceed commitment of$273,790 or if the gate-arm entry
7 RESOLUTION#2011-008
system contract is not signed within ninety (90) d4ys of this Fifth
Amendment.and slWl be available to the CRA ffir-l-Apr-Ri Art.,;tL;#will be
by the GRA to the Ceun4y and &twe
Seventy T-hfee Thetisand Seven Hun&ed Ninety and no/100 Do!!
($273,790.00), the diff6fenee will be added to the ametm4 available to the
Since the term of the Dania Beach Interlocal Agreement and all five amendments
thereto expires on February 21, 2011 and no new public improvements have been
presented to the County for approval and disbursement of funds as of the Effective
Date herein,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),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 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,upon execution of this
Fifth Amendment.
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) shall be pmeessed fe
disbufseme were disbursed within thirty(30)days of execution of this 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 when
appropriate documentation is submitted, including a contract signed within
ninety(90)days of execution of this Fifth Amendment,duly reviewed by the
County,and this Fifth Amendment,a Loan Agreement and Promissory Note
are executed by appropriate parties.
4.9 Pursuant to Section 1.8 herein,Iin no event shall the total amount of County
grants and loans for the Parcel 109 Reimbursement,Parking Garage Funds,as
redefined by the Fourth Amendment and this Fifth Amendment—and-any
that will be the su
8 RESOLUTION#2011-008
,exceed
Fefty five Thetisand Ei& Hundred Sixty- six and ne/100 Dell
($6,345,866.00) Five Million Three Hundred Thirty-eight Thousand Eight
Hundred Ninety-nine and no/100 Dollars($5,338,899.00).
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 agreement for the gate-arm entry system(to
be executed in the future, if a contract is signed within ninety(90) dao
execution of this Fifth Amendment) shall provide for full conversions to
grants), or partial conversion(s) to grant(s) if 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 Coun , 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 Fifth Amendment, all Loan Agreements and
Promissory Notes shall be 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 place after the 5-year interest-
free period and repayment has 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 Fifth Amendment, all Loan
Agreements and Promissory Notes shall be amended, as applicable, to
document this understanding.
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,
9 RESOLUTION#2011-008
shall remain unchanged and its provisions fully applicable to this the Fourth Amendment and
this Fifth 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 Amendment and this
Fifth 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=and Third and Fourth
Amendments, as applicable to this Few4h Fifth Amendment, is hereby amended to read as
follows:
7.0 MISCELLANEOUS
7.1 Effective Date: The effective date of this Fe Fifth Amendment shall be
on the date it is fully executed by the parties.
7.2 Joint Preparation: The preparation of this Feu#h Fifth 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 FeuAh 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 Feefth Fifth Amendment to the original Dania Beach
Interlocal Agreement and the original Dania Beach Interlocal Agreement,
First Amendment of, Second Amendment of-Third Amendment, or Fourth
Amendment thereto, the terms and provisions of this F 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 ate, Third Amendment, and Fourth
Amendment, and Fifth Amendment thereto, executed by the Parties shall
10 RESOLUTION#2011-008
remain in full force and effect except as specifically amended herein.
7.19 This Fe 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)
11 RESOLUTION#2011-008
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
12 RESOLUTION#2011-008
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
13 RESOLUTION#2011-008
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 92011
Approved as to form:
By
City Attorney
day of , 2011
14 RESOLUTION#2011-008
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 33394 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
15 RESOLUTION#2011-008
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
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 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 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,
16 RESOLUTION#2011-008
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)
17 RESOLUTION#2011-008
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 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 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 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.
4. Defaults and Remedies. The occurrence of any one or more of the following events
18 RESOLUTION#2011-008
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
19 RESOLUTION#2011-008
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
20 RESOLUTION#2011-008
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,
21 RESOLUTION#2011-008
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.
r
THIS SPACE INTENTIONALLY LEFT BLANK
22 RESOLUTION#2011-008
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.
i
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 92011
23 RESOLUTION#2011-008
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 92011
Approved as to form:
By
City Attorney
day of , 2011
24 RESOLUTION#2011-008
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
25 RESOLUTION#2011-008
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
26 RESOLUTION#2011-008
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
27 RESOLUTION#2011-008
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
28 RESOLUTION#2011-008
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 maybe 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 maybe
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
29 RESOLUTION#2011-008
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
30 RESOLUTION#2011-008
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:
31 RESOLUTION#2011-008
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 ,
20119 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:
32 RESOLUTION#2011-008
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 3 304 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 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 444d Amendm ,
which Third 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 Parcel 109 Reimbursement, and as further
33 RESOLUTION#2011-008
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
a rant(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 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. 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
II
Reimbursement up to the amount thereof, as provided for in Exhibit "A."
II
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
34 RESOLUTION#2011-008
�I
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 prof ect(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 g ant(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)o
the original Loan may also occur at any time during the term of the original Loan. However, if any
35 RESOLUTION#2011-008
loan-to-grant conversion(s)occurs after the 5-year interest-free period and repayment has betas
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 reps ments) 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 Capital Program..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 31St 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, 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
36 RESOLUTION#2011-008
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 Third n,-,.,o„a,,,or,+
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 T Amendment to same, 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
37 RESOLUTION#2011-008
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
P
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
i
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,
38 RESOLUTION#2011-008
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
Y
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
39 RESOLUTION#2011-008
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,maybe 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)
40 RESOLUTION#2011-008
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 52011
41 RESOLUTION#2011-008
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 52011
Approved as to form:
By
City Attorney
day of 52011
42 RESOLUTION#2011-008
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 92011
43 RESOLUTION#2011-008
EXHIBIT "E'99
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'ect 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
44 RESOLUTION#2011-008
i
i
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
i
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,
45 RESOLUTION#2011-008
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 hereunder shall be made to LENDER's office at: Broward County
payments ty
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
46 RESOLUTION#2011-008
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.
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
47
RESOLUTION#2011-008
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
48 RESOLUTION#2011-008
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.
M Commission Expires:
Y p
49 RESOLUTION#2011-008
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:
50 RESOLUTION#2011-008
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 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 fps 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
51 RESOLUTION#2011-008
conditions set forth in the Dania Beach Interlocal Agreement,as amended'y the Foufth "''' ea me„*
which FeuAh 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 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 project(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 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
52 RESOLUTION#2011-008
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) 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 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 CoLmt '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
53 RESOLUTION#2011-008
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 Da
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
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 Loan,or
amendments thereof,shall be due within the first five(5)years from the eEffective dDate of thi-s 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 Caps a Prortrnm 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
54 RESOLUTION#2011-008
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.
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 Loans 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 Agreements 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 Fetu4 "mend en4 there+^, have the right to
55 RESOLUTION#2011-008
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 an obligation or
g � P Y g
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.
56 RESOLUTION#2011-008
(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
57 RESOLUTION#2011-008
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 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.
This Loan A eement as amended shall be binding upon, and shall inure to the
S ., ,
(� �' g p
benefit of, the respective successors and assigns of the parties hereto.
8. Waiver of Jury Trial
Borrowers and Lender herebyknowingly,irrevocabl ,voluntarily and intentional) waive an
Y Y Y Y
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
58 RESOLUTION#2011-008
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)
I
59 RESOLUTION#2011-008
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
60 RESOLUTION#2011-008
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
61 RESOLUTION#2011-008
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
C2 RESOLUTION#2011-008
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"), 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 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
o
this Note, Interest shall be payable at the per annum rate of eighteen percent (18/o). 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
63 RESOLUTION#2011-008
i
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
h initial five 5 year interest
15 year period commencing at the end oft e
( ) Y
( ) Y P g
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
64 RESOLUTION#2011-008
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 30t' 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 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 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.
II
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
65 RESOLUTION#2011-008
i
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 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.
66 RESOLUTION#2011-008
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
67 RESOLUTION#2011-008
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:
68 RESOLUTION#2011-008
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_1 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:
69 RESOLUTION#2011-008
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 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 FeuAh Amen4me
which Fetu4,Amendment is Interlocal Agreement and Amendments are attached hereto and made a
part hereof as Exhibit "A," and the conditions hereinafter set forth.
70 RESOLUTION#2011-008
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 project(s),
or completion of a specific private redevelopmentproject(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
71 RESOLUTION#2011-008
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 CoLmt '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 prof ect(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
f m leti n f the private redevelopment ro'ect s with
occur with one payment, at the time o co p o o p p p i ( �
appropriate Certificate of Occupancy documentation. "Full"or partial"loan-to-grant conversion(s)of
72 RESOLUTION#2011-008
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 ant(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
orb 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 Capital Program 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 thi-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
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 ear, shall become payable on
q P p �p Y � p Y
each September 30, com
mencing 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
73 RESOLUTION#2011-008
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 Loans 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 Agreements 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 FetH4= Amendment
amen+ there
, 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 Y
of an action to
f it obligation b virtue of such default shall not constitute a waiver of an such
enforce collectiono sob y
g Y
74 RESOLUTION#2011-008
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
75 RESOLUTION#2011-008
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
76 RESOLUTION#2011-008
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 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
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)
77 RESOLUTION#2011-008
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
78 RESOLUTION#2011-008
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 52011
79 RESOLUTION#2011-008
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
I
80 RESOLUTION#2011-008
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.
l. 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 S is at an actual cost of One Hundred Forty Thousand and
�'Y tY stem Y rtY
no/100 Dollars ($140,000.00).
2. This Note evidences a Loan by LENDER to BORROWERS upon the terms and
,I
81 RESOLUTION#2011-008
i
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 twentyears or less from the Effective Date of the
(20)y
original Loan Agreement. In no event, shall the term of the Loan exceed
twenty20 years; five 5 ears interest-free and u to fifteen 15 ears at
( )Y � OY � p ( )Y
the MMD "A" revenue bond rate. One payment of Principal and Interest
shall be made on or before September 3V' of each year of the fifteen (15)
82
RESOLUTION#2011-008
year period, commencing September 30, 2016. An equal amount of
Principal,plus the interest accrued for the year,shall become payable on each
September 30th, 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 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
83 RESOLUTION#2011-008
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.
84 RESOLUTION#2011-008
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
85 RESOLUTION#2011-008
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:
�I
86 RESOLUTION#201.1-008
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:
87 RESOLUTION#2011-008