Loading...
HomeMy WebLinkAboutR-2013-091 Executed a Loan Agreement & Promissory Note to the ILA for Funds from BC Redevelopment Capital Program for a Gate-Arm Entry System for City Parking Garage not to exceed $273,790.00 RESOLUTION NO. 2013-091 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE A LOAN AGREEMENT AND PROMISSORY NOTE,AS PROVIDED IN THE FIFTH AND SEVENTH AMENDMENTS TO THE INTERLOCAL AGREEMENT ("ILA") EXISTING AMONG THE CITY OF DANIA BEACH, FLORIDA,DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY AND BROWARD COUNTY FOR FUNDS FROM THE BROWARD COUNTY REDEVELOPMENT CAPITAL PROGRAM FOR A GATE-ARM ENTRY SYSTEM FOR THE CITY PARKING GARAGE IN AN AMOUNT NOT TO EXCEED$273,790.00;PROVIDING FOR CONFLICTS;FURTHER,PROVIDING FOR AN EFFECTIVE DATE. WHEREAS the City of Dania Beach Florida("City") and the Dania Beach Community Redevelopment Agency (CRA) ("Borrowers") have submitted documentation to obtain funding through Broward County"(Lender")through its Board of County Commissioners,in connection with a loan from the County Redevelopment Capital Program for funds for a gate-arm entry system as part of the City Parking Garage in support of private redevelopment adjacent to the Dania Beach City Hall and Library; and WHEREAS, Broward County also requires the proper City officials to execute a Loan Agreement in the amount of$273,790.00,a copy of which is attached as Exhibit"A"and is made a part of and incorporated into this Resolution by this reference; and WHEREAS,Broward County requires the proper City officials to execute a Promissory Note in the amount of$273,790.00, a copy of which is attached as Exhibit`B"and is made a part of and incorporated into this Resolution by this reference; NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH,FLORIDA: Section 1. That the Loan Agreement and Promissory Note to be executed in connection with the funding contemplated by the Fifth and Seventh Amendments to the Dania Beach Interlocal Agreement in substantial form as the Loan Agreement and Promissory Note attached to this Resolution as Exhibits "A" and `B", respectively, in an amount not to exceed $273,790.00, are approved and the proper City officials are authorized to execute them. Section 2. That the City Manager and City Attorney are authorized to make such determinations,changes,insertions,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 Loan Agreement and the Promissory Note as provided in the Fifth and Seventh Amendments to the ILA, both as described above, shall be conclusive evidence of the City's approval of any such determinations,changes,insertions,omissions and such filling in of blanks in the loan documents. Section 3. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 4. That this Resolution shall be in force and take effect immediately upon passage and adoption. PASSED AND ADOPTED on September 10, 2013. ATTEST: LOUISE STILSON, CMC WAL `ER B. DUKE, III CITY CLERK MAYOR APPROVED AS TP FORM AND CORRECTNESS aRDS F, �y f' THOWISJ. AN RO CITY ATTORNEY 2 RESOLUTION#2013-091 LOAN AGREEMENT THIS LOAN AGREEMENT is made and entered into as of the day of August, 2013, 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 33004, and the Dania Beach Community II 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 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 on a reimbursement basis for the gate-arm entry system at an actual cost of Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars ($273,790.00). The Lender has agreed to make a loan of 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 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, Fifth, Sixth, and Seventh Amendments to the Dania Beach Interlocal Agreement. D. Borrowers and Lender, pursuant to the Fifth Amendment to the Dania Beach Interlocal Agreement ("Fifth Amendment"), 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 speck 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 the Note, in the form attached 2 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 reimbursement of the actual costs of the gate-arm entry system for the parking garage structure, in the amount of Two Hundred Seventy-three Thousand Seven Hundred Ninety and no/100 Dollars ($273,790,00), as provided for in Exhibit "A" attached hereto, as the contract was signed within ninety (90) days of execution of the Fifth Amendment, the gate-arm entry system is completed and operational, and detailed actual cost information, duly reviewed by the County, supports the Loan. 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 contract for the gate-arm entry system was signed within ninety (90) days from the execution of the Fifth Amendment and the gate-arm system is completed and operational, 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 3 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 equal to the.County's expected share of the revenue generated by the net increase in the tax base due to said completed portions of project(s). If a "partial" loan-to-grant conversion(s) takes place, the resulting amended loan amount will be the difference between the full amount of the original Loan and the partial loan amount(s) converted to a grant(s). A loan-to-grant conversion for the full amount of the original Loan also may occur with one payment, at the time of completion of the private redevelopment 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 4 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 August 31 st of each year of the fifteen (15) year period, commencing August 31, 2019. An equal amount of principal, plus the interest accrued for the year, shall become payable on each August 31 st commencing August 31, 2019. 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, 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 5 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 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 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 6 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 courier service which provides evidence of delivery, or sent by facsimile which produces evidence of transmission, confirmed by first class mail, postage prepaid, 7 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 9 Pe same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative, or unenforceable to any extent 8 whatsoever. (c) Execution of Counterparts. This Loan Agreement may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. (d) Governing Law. This Loan Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State of Florida. The venue for any proceeding hereunder shall be accorded appropriate jurisdiction in Broward County, Florida. (e) This Loan Agreement shall be binding upon, and shall inure to the benefit of, the respective successors and assigns of the parties hereto. 8. Waiver of Jury Trial Borrowers and Lender hereby knowingly, irrevocably, voluntarily and intentionally waive any right to a trial by jury in respect of any action, proceeding, defense or counterclaim based on this Loan Agreement, or arising out of, under or in connection with this Loan Agreement, the Note, or any other security document, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto or to any security document. This provision is a material inducement for Borrowers and Lender entering into the subject transaction. THIS SPACE INTENTIONALLY LEFT BLANK 9 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 2013; 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 , 2013 Approved as to form by Joni Armstrong Coffey 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 Nancy Rubin Assistant County Attorney day of , 2013 10 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 , 2013 Approved as to form: BY City Attorney day of , 2013 11 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 , 2013 NR/gb 06/04/13 #11-053 G:\DIV2WAR/CommunityDevelopmentAgencies\DaniaBeach\Daniabeachloanagreement Gate-Arm Entry 092412.Doc 12 COMPOSITE EXHIBIT"A" INTERLOCAL AGREEMENT AND AMENDMENTS TO INTERLOCAL AGREEMENTS EXHIBIT"B" NOTE(COPY) U.S. $273,790.00 Fort Lauderdale, Florida August , 2013 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 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 - 1 - the sum of Two Hundred Seventy-three Thousand Seven Hundred and no1100 Dollars ($273,790.00). 2) This Note evidences a Loan by LENDER to BORROWERS upon the terms and subject to the terms and conditions set forth in the Dania Beach Interlocal Agreement, as amended, which Interlocal Agreement and Amendments are attached and made a part hereof as Exhibit"A"to 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 August 31st of each year of the fifteen (15) year period, commencing August 31, 2019. An equal amount of -2 - Principal, plus the interest accrued for the year, shall become payable on each August 31 st, commencing August 31, 2019. 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 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 32913, Fort Lauderdale, Florida, 33301, or such other place as LENDER may from time to time designate in writing. - 3 - 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 LENDER's attorneys' fees and expenses (whether for services incurred in collection, litigation, or otherwise), and all other costs incurred in connection therewith. 6. BORROWERS severally, irrevocably and unconditionally agree: (a) that any suit, action or other legal proceeding arising out of or relating to this Note may be brought at the option of the LENDER, in a court of record of the State of Florida in Broward County, in the United States District Court for the Southern District of Florida or in any other court of competent jurisdiction; and (b) that they consent to the jurisdiction of each such court in any such suit, action or proceeding; and (c) that they waive any objection which it or they may have to the loss of revenue of an such suit, action or proceeding in an such Y P 9 Y courts. -4 - 7. All remedies and enforcement rights of the LENDER shall be cumulative, and may be pursued separately or together as against the BORROWERS and LENDER may resort to any one or more of the remedies afforded under this Note or Loan Agreement, the Uniform Commercial Code of Florida, or under the laws of Florida, neither to the exclusion of the others. 8. BORROWERS AND LENDER HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING, DEFENSE OR COUNTERCLAIM BASED ON THE NOTE OR ACCOMPANYING LOAN AGREEMENT, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN AGREEMENT, THIS NOTE, OR ANY OTHER SECURITY DOCUMENT TO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY 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 - 5 - 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 2013, 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: - 6 - 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 2013, 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: NR/gb 6/4/13 #11-053 g:\div2\nar\communityredevelopmentagencies\daniabeach\daniabeachpromissorynote gate-arm doc 92112.doc - 7 -