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Res 50-08RESOLUTION 50-08 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, APPROVING AND AUTHORIZING THE INDEBTEDNESS BY THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EMCEED $500,000 TO PAY THE COST OF BROWNFIELDS CLEANUP ACTIVITIES AND PAY COSTS OF ISSUANCE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Part III, Chapter 163, Florida Statutes (the "Redevelopment Act"), the Ciry of Delray Beach, Florida (the "City") created .and established the Delray Beach Community Redevelopment Agency (the "Agency"); and WHEREAS, the Ciry Commission of the City found certain areas within the City to be slum or blighted areas within the meaning of the Redevelopment Act (the "Redevelopment Area"); and WHEREAS, the City Commission previously approved and adopted the Delray Beach Community Redevelopment Plan (the "Redevelopment Plan") in accordance with the Redevelopment Act; and WHEREAS, on September 25, 2008, the Agency adopted a Resolution (the "Resolution") authorizing the Agency to enter into an Interlocal Agreement (the "Interlocal Agreement") with the South Florida Regional Planning Council ("Council") to provide for a loan to finance a portion of the costs of Brownfields cleanup activities and costs of issuance in an amount not to exceed $500,000; and WHEREAS, Section 163.385, Florida Statutes, requires the authorization or approval of the City Commission, as the governing body which created the Agency, for the indebtedness to be incurred by the Agency pursuant to the Interlocal Agreement; NOW THEREFORE, BE IT RESOLVED by the City Commission of the City of Delray Beach, Florida, as follows: Section 1. Approval and Authorization of Interlocal Agreement. Pursuant to and for the purposes of Section 163.385, Florida Statutes, the City Commission hereby approves and authorizes the indebtedness to be incurred by the Agency (the "Loan") upon the terms, criteria and conditions provided in the Interlocal Agreement set forth as Exhibit "A" for the purposes mentioned above, and the Ciry Commission does hereby further approve the execution, delivery and performance by the Agency of the Interlocal Agreement. It is hereby ascertained, determined and declared that, because of the characteristics of the Loan, prevailing and anticipated market conditions provided in the Interlocal Agreement set forth as Exhibit "A" for the purposes mentioned above, and the City Commission does hereby further approve the execution, delivery and performance by the Agency of the Interlocal Agreement. It is hereby ascertained, determined and declared that, because of the characteristics of the Loan, prevailing and anticipated market conditions, and savings to be realized in an expeditious Loan, it is in the best interests of the City and the Agency for the Agency to enter into the Loan subject to the terms, conditions and criteria provided in the Interlocal Agreement. The City covenants that it will not reduce the boundaries of the Agency while the Loan is outstanding. Section 2. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED in regular session on the ~ day of , 2008. CITY OF DELRAY BEACH, FLORIDA .~~ ~~ Mayor ATTEST: ~. City Clerk First Reading ~~ ~\ 0 Second Reading ~~ ~ 0~ 2 Res. 50-OS MEMORANDUM TO: Mayor and City Commissioners FROM: David T. Harden, City Manager DATE: October 28, 2008 SUBJECT: AGENDA. ITEM.lO.A. -.REGULAR COMMISSION MEETING OF_NOVEMBER 3, 2008 RESOLUTION NO. 50-08 ITEM ,BEFORE COMMLSSION This resolution is before Commission for second reading authorizing the indebtedness by the Delray Beach Community Redevelopment Agency (CRA) in an aggregate principal amount not to exceed $500,000.00 to pay the cost of Brownfields cleanup activities and costs of issuance, and approve an Interlocal agreement with the South Florida Regional Planning Council. BACKGROUND At the first reading on October 21, 2008, the Commission passed Resolution No. 50-08. RECOMMENDATION Recommend approval of Resolution No. 50-08 on second and final reading. RESOLUTION 50-08 A RESOLUTION OF THE. QTY COMMISSION OF THE QTY OF DELRAY BEACH, FLORIDA, APPROVING AND AUTHORIZING THE INDEBTEDNESS BY THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $500,000 TO PAY THE OC)ST OF BROWNFTELDS CLEANUP ACTIVITIES AND 'PAY COSTS OF ISSUANCE; AND PROVIDING AN EFFECITVE DATE. WHEREAS, pursuant to Part III, Chapter 163,. Florida Statutes {the "Redevelopment Act"), the City of Delray Beach, Florida (the "Cat'} created and. established the Delray Beach Community Redevelopment Agency (the "Agency"}; and WHEREAS, the City Commission of the City found certain areas. within the City to be slum or blighted areas within the meaning of the Redevelopment Act (the "Redevelopment Area"); and. WHEREAS, the City Commission previously approved and adopted the Delray Beach CommunityRedevelopment Plan (the "Redevelopment Plan") in accordance with the Redevelopment Act; and WHEREAS, on September 25, 2008, the Agency adopted a Resolution (the "Resolution") authorizing the Agency to enter into an Interlocal Agreement (the "Interlocal Agreement") with the South Florida Regianal Planning Council ("Council") to provide for a loan to finance a portion of the costs of Brownfields cleanup activities and costs of issuance in an amount not to exceed $500,000; and WHEREAS, Section 163.385, Florida Statutes, requires the authorization or approval of the City Commission, as the governing body which created the Agency, for the indebtedness to be incurred by the Agency pursuant to the Interlocal Agreement; NOW THEREFORE, BE IT RESOLVED by the City Commission of the City of Delray Beach, Florida, as follows: Section 1. Avnroval and Authorization of Interlocal Agreement. Pursuant to and for the purposes of Section 163.385, Florida Statutes, the City Commission hereby approves and authorizes the indebtedness to be incurred bythe Agency (the "Loan") upon the terms, criteria and conditions provided in the Interlocal Agreement set forth as Exhibit "1'i" for the purposes mentioned above, and the City Commission does hereby further approve the execution, delivery and performance by the Agency of the Interlocal Agreement. It is hereby ascertained, determined and declared that, because of the characteristics of the Loan, prevailing and anticipated market conditions, and. savings to be realized in an expeditious Loan, it is in the best interests of the Cary and the Agencyfor the.Agencyto enter into the Loan subject to the terms, conditions and criteria provided in the Interlocal Agreement. The City covenants that it will not reduce the- boundaries of the Agency while the Loan is outstanding. ec 'on 2. This Resolution shall become effective immediatelyupon its adoption. PASSED AND ADOPTED in regular session on the day of , 2008. QTY OF DELRAY BEACH, FLORIDA Mayor A'T'TEST: By. Caty Clerk First Reading Second Reading Res. 50-08 INTERLOCAL AGREEMENT BETWEEN THE SOUTH FLORIDA REGIONAL PLANNING COUNCIL. THE DELRAY BEACH CUMMIJI~TITY REDEVELOPMENT AGENCY AND THE DELRAY BEACH COMMUNITY LAND TRUST. INC. FOR BROWNFIELD CLEANUP FUNDING TH15 INTERLOCAL AGREEMENT FOR BROWNFIELD CLEANUP FUNDING (hereinafter the "Ageement"), is made and entered. into this day of 2008, and is by and between the DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY, a Florida public body corporate and politic created pursuant to Section 163.356 F.S. (hereinafter called "BORROWER"), and the SOUTH FLORIDA REGIONAL PLANNING COUNCIL, a body corporate and politic and an agency of the State of Florida, (hereinafter referred to as "COUNCIL"). WHEREAS, the BORROWER is the owner in fee simple of certain lands situate and lying in Delray Beach, Florida, and the Delray Beach Community Land Trust, Inc. a Florida not- for-profit corporation is the owner in fee simple of certain lands located in the community redevelopment area of the BORROWER, all as more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Land"); and WHEREAS, COUNCIL is a recipient of Brownfields Cleanup Revolving Loan Funds ("BCRLF") and is authorized tQ make certain loans from these funds; and WHEREAS, BORROWER has completed loan pre-qualification and Application Requirements for the COUNCIL's BCRLF; and WHEREAS, BORROWER has requested of COUNCIL and COUNCIL has agreed to lend to BORROWER, upon the terms and conditions as hereinafter set forth, the total sum of up to $500,000.00 (the "Loan") to assist BORROWER in the effectuation of Brownfields cleanup activities and for such other purposes as are set forth in this Ageement. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements. set forth herein, and other good. and valuable consideration exchanged between the parties, the receipt and adequacy of which are hereby acknowledged, it is agreed as follows.: ARTICLE. I 1.1 As used in this Agreement,. the terms listed below shall have the following meanings: 1.1.I Act. Means Part III of Chapter 163, Florida Statutes. 1.1.2 Approval Memorandum. Means the agreement described in Section 3.1.1 herein. 1.1.3 BORROWER. The business entity, local goverr-ment, non-profit agency, or individual having fee simple title to the subject real property and authority to execute all relevant documents. BORROWER is the DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY, a Florida public body corporate Page 1 and politic created pursuant to Section 163.356 F.S. ("CRA"}, with an address of 20 North Swinton Avenue, Delray Beach,. Florida 33444. 1.1.4 Brownfields Cleanup Revolving<Loan Funds ("BCRLF"}. Funds originating from the U.S. Environmental Protection Agency ("EPA") to be disbursed by COUNCIL to BORROWER for the purpose of effectuating the rehabilitation and cleanup of the loan property site. 1.1.5 Business Day. Means any day except Saturday or Sunday or a day on which the COUNCIL or the contractor hired by the COUNCIL to process the Loan payments are closed. 1.1.6 COUNCIL. The South Florida Regional Planning Council, with its offices located at 3440 Hollywood Blvd., Suite 140, Hollywood, FL 33021. 1.1.7 Community Relations Plan ("CRP"). A plan for the community relations and public involvement activities that will occur Throughout the BCRLF response and implemeptation process. 1.1.8 Cooperative Agreement Work Plan. The Brownfields Site Rehabilitation Agreement and Remedial Action Plan that the BORROWER has entered into with the Florida Department of Environmental Protection. ].1.9 Effective date. Shall mean the date on which the occurrence of all of (a) the execution of this Agreement by the proper officers of the COUNCIL and the BORROWER, (b) the filing of this Agreement pursuant to Section 11.8(b), hereof and (c) the approval of the Loan and this Agreement by the City of Delray Beach, Florida and the satisfaction of any conditions precedents required under such authorizing resolutions. 1.1.10 Engineerin Evaluation and Cost Analysis ("EE/CA"). An Engineering .Evaluation Cost Analysis prepared in conjunction with the cleanup activities pursuant to a Project Response Action. 1.1.11 Final M.aturiy Date;. Means the earlier of (aj , 2011 or (b) immediately on the day that the revenues pledged under this Agreement are deemed by a court with jurisdiction over the Borrower to be ad. valorem revenues subject to the requirements of Article VII, Section 12 of the Florida Constitution. 1.1.12 Governmental Authority. Any federal, state; county, municipal or other governmental department, commission, board, bureau, court, agency, or any instrumentality of any other .governmental entity having jurisdic""lion over the Property. 1.1.13 Governmental Reguire-i~ents. Ariy. law, statute, code, ordinance, order, rule, regulation, judgment, decree, writ, injunction, franchise, permit, certificate, license, authorization, or other direction or requirement of any Governmental Page 2 Authority now existing or hereafter enacted, adopted, promulgated, entered or issued applicable to the construction of the Improvements or to Borrower. 1.1.14 Increment Revenues. Means the amount calculated pursuant to Section 163.387(1), Florida Statutes, as amended, and. appropriated no later than January 1 each year by each taxing. authority (as defined in the Act) in connection with the redevelopment of the blighted areas for deposit into the redevelopment trust fund of the BORROWER established pursuant to the Act. l . l . ] 5 Land. That certain real property described on Exhibit " A", annexed hereto and made a part hereof. 1.1.16 Loan. A loan in the amount of $500,000.00. 1.1.17 Non-Ad Valorem Revenues. Means all legally available non-ad valorem revenues of the BORROWER, derived from any .source whatsoever, including, without limitation and investment income, which are legally available for the payment by the BORROWER of debt service on notes or bonds, including, without limitation, legally available non-ad valorem revenues derived from sources subject to a prior pledge thereof for the payment of other obligations of the BORROWER and available after payment of principal and interest on such other obligations; provided however, for clarification purposes only, Increment Revenues shall only be used to the extent legally permissible and are not otherwise determined by a Florida court to be ad valorem revenues subject to the limitations described under Article VII, Section 12 of the Florida Constitution. 1.1.18 On-Scene Coordinator ("OSC"). An individual or entity to be selected by the COUNCIL to coordinate and oversee the Project Response Action pursuant to Section 3.1.1 hereof. 1. ] .19 Covenant Revenues. means (i} all. Non-Ad Valorem Revenues and (ii) proceeds, if any, from the sale or transfer of all or a portion of the Property. 1. ] .20 Project Budget and Schedule. The Project Budget and Schedule describes how the loan funds are to be utilized, according to the Work Plan, and the time frame under which it is anticipated that Work Plan will be implemented. 1.1.21 Project Response Action Agreement(s). Means col]ectively, the agreement between the BORROWER and BG Group (the soil remediation contractor) dated December 19, 2008 and, the agreement between the BORROWER and GFA International (the environmental consultant) dated January 10, 2008. 1.1.22 Project Response Action. Soil Remediation and Environmental monitoring of contaminants for excavating and backfilling tasks. preformed on the two (2) block Carver Square neighborhood particularly described in the work plan referenced herein. Fage 3 1.1.23 Pro e The Land, together with any existing improvements and the Improvements to be constructed on the Land, other improvements and all fixtures; personal property and other properties owned by BORROWER and used in connection with the Land. 1.1.24 Work Plan. The Brownfields Site Rehabilitation Agreement and Remedial Action Plan that the BORROWER has entered into with the Florida Department of Environmental Protection. 1.2 Other Definitional Provisions. (a) The terms "material" and "materially" shall have the meanings ascribed to such terms under generally accepted accounting principals. ("GAAP") as such would be applied to the business of the BORROWER, except as the context shall clearly otherwise set forth; (b) all of the terms defined in this Agreement shall have such defined meanings when used in other documents issued under, or delivered pursuant to, this Agreement, unless the context shall otherwise require; (c) all terms defined in this Agreement in the singular shall have comparable meanings when used in the plural, and vice versa; (d) accounting terms, to the extent not otherwise defned, shall have the respective meanings .given them under, and shall be construed in accordance with, GAAP; (e} the words "hereby", "hereto", "hereof', "herein", "hereunder" and words of similar import when used in this Agreement shall refer tq this Agreement as a whole and not to any particular provision of this Agreement; (f) the masculine and neuter genders are used herein and whenever used shall include the masculine; feminine and neuter as well; and (g) any reference in this Agreement to 'any of the parties hereto shall be deemed to include the heirs, personal representatives, successors, and assigns of such parties unless the context shall expressly provide otherwise. 1.3 Titles and Headings. The titles and. headings of the articles and sections of this Agreement have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shat] not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. ARTICLE .II THE LOAN 2.1 LOAN. The BORROWER may borrow from time to time up to the principal sum of Five Hundred Thousand and 00/100 Dollars ($500,000.00) aggregate principal amount predicated. on the COUNCIL receiving draw requests from the BORROWER in accordance with Section 2.11 hereof (each an "Advance"). Amounts Advanced and repaid may not be re-advanced. Each Advance must be in an amount equal to or greater than $50,000. The Loan shall bear interest on the outstanding, ,principal balance at zero percent (0%) from the Effective Date through and including , 2009 and thereafter at three percent (3'%) per annum. Interest on all Advances shall be payable Serriiannually on and Page 4 of each year (each an "Interest Payment Date") so long as any amount under the Loan remains outstanding, with the initial Interest Payment Date to be 2009. Principal for all Advances made against the Loan shall be payab}e bn , 2009, , 2010, , 20] 0, , 2011 with the final installment due on the Final Maturity Date (each a "Principal Payment Date"). Principal payments shall be in substantially equal amounts and the principal due on each Principal .Payment Date shall equal an amount determined by dividing the aggregate principal amount of all Advances made by the BORROWER under this Interlocal Agreement by the number of Principal Payment Dates remaining, including for purposes of such calculation, the Final Maturity Date. The entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full on the Final Maturity Date. All payments by the BORROWER pursuant to this Agreement shall apply fu•st to accrued interest, then to other charges due the COUNCIL, and the balance thereof shall apply to the principal sum due. 2.2 Computation of Interest and Fees. All computations of interest and fees hereunder shall be made on the basis of a year of 365 days (or 366 days in a leap year) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. 2.3 PREPAYMENT. BORROWER may, without premium prepay any portion of the principal on the Loan before the maturity date, with five (5) days notice to the COUNCIL. 2.4 Business Days. In any case where the due date of interest on or principal of the Loan is not a Business Day, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the COUNCIL.. 2.5 PURPOSE. The proceeds of the Loan shall be used: only for the approved Brownfields Response Action for the Property and in strict compliance with the Cooperative Agreement Work Plan, Project Budget and Schedule, Work Plan and Approval Memorandum and for costs ofissuance related to the Loan. 2.6 BROWNFIELDS (BCRLF) PR07ECT RESPONSE ACTION AGREEMENT. BORROWER has entered into a soil remediation agreement dated December 19, 2007 with BG Group, and an environmental consulting services agreement dated January 10,. 2008 with GFA International (the Contractors' Contracts, hereinafter referred to as "Contractors") to execute the. Work Plan. The Work Plan and Contractors' Contracts shall be subject to and incorporate the Project Response Action Agreement. BORROWER shall attach and incorporate a copy of this Agreement and the COUNCIL's Brownfields Cleanup Revolving Loan Fund guidelines to any agreement with the Contractor. Page 5 2.7 CONTRACTOR QUALIFICATIONS AND INSURANCE. BORROWER represents and warrants to the COUNCIL that each Contractor has examined the Property, is fully familiar with local conditions, and is able to execute the Work Plan and perform in accordance with its term. Eaah Contractor shall perform the Work Plan consistent with the level of care and skill exercised by similar contractors performing comparable services under comparable circumstances. Each Contractor must be certified as a Brownfields Redevelopment Contractor pursuant to Sections 376.80, Florida Statutes (2006), and maintain a current and valid license from the State of Florida Contractor's State License Board, or other authorized agency, for the past twenty-four (24) months prior to date of the BCRLF Project Response Action. Each Contractor shall maintain and keep in force insurance, including, but not limited to pollution and general liability insurance with a minimum of $1,000,000 coverage per accident. or claim, property insurance and workman's compensation. Insurance shall be placed with an insurer with an A.M. Best rating.of no less than A:VII. The BORROWER shall ensure that the COUNCIL is identified as an additional insured in any and all policies obtained by each. Contractor relative to this project. 2.8 FEES AND COSTS. 2.8.1 Fees and Costs. BORROWER shall pay all closing casts, which shall include, but are not limited to, costs of recording any and all instruments evidencing the loan,. documentary stamps and intangible taxes, attorney fees .and costs for the COUNCIL. , 2.8.2 TRANSACTIONS. COUNCIL may, at its option, charge transaction fees for document preparation and recording and all. other services related to the Property including, but not limited to subordination, sale or other transfer, demand notices, refinancing, reconveyance, and litigation. BORROWER shalt pay or reimburse COUNCIL on demand for all present or future documentary stamp taxes, if any. 2.8.3 LOAN COLLECTION SERVICES. COUNCIL may, at its option, charge a fee for loan collection services equal to that fee which the contractor providing such services charges to the COUNCIL for processing of loan payments. 2.8.4 UPON DEFAULT. Upon default of this INTERLOCAL Agreement, BORROWER shall pay COUNCIL all reasonable collection and attorney's fees and expenses actually incurred by the COUNCIL, whether or not litigation is commenced, including but not limited to reasonable attorney's fees and. penalties and/or fees due under this Agreement. 2.9 PAYMENT 2.9.1 The BORROWER shall pay or cause to be paid on the Final Maturity Date from Covenant Revenues, the principal amount of $500;000, together with interest as described in Section 2.1 hereof, sufficient to pay the Loan in full. Page 6 2.9.2 Within twenty (20) days subsequent to the Effective Date, the BORROWER shall erect and maintain a sign on the Project .Site stating that the project is financed in part by BCRLF and the COUNCIL. The sign should also include appropriate contacts for obtaining information on activities being. conducted at the site and for reporting suspected criminal activities. The sign erected on the Project Site shall comply with all requirements of the state and local. taw applicable to on-premise outdoor advertising as well as 40 CFR Subpart O §35.6105(a)(2)(ii). 2.10 INSPECTION AND RIGHT TO STOP WORK. At its discretion, COUNCIL shall have the right to enter upon the Property at any time upon reasonable notice for the purpose of conducting inspections of the work at the Property during and upon completion of BCRLF Project Response Action, with BORROWER to provide notice to COUNCIL when completion is imminent (nor later than five days prior). The OSC shall perform duties including, but not limited to, coordination, oversight and inspection of the BCRLF Project Response Action. If COUNCIL or the OSC find that the work is unsatisfactory or is not substantially in accordance with the Work Plan, COUNCIL shall have to right to order the work to stop, and order work replacement by BORROWER at BORROWER's expense. COUNCIL shall not be obligated to make any disbursements unless or until all work to be paid from such disbursement is satisfactory to the COUNCIL. Upon the transfer of any interest in all or a portion of the Property or Land while any amount is outstanding hereunder within 15 days of the execution of the real property interest document (or if there is no written documents, then 15 days from the date that such an interest is effective) a copy of an access agreement granting the COUNCIL access to such property to inspect the property for the purposes described in this Section shall be provided to the COUNCIL. 2.11 DISTRIBUTION OF FUNDS. Advances shall be made to the. BORROWER in installments based upon the progress of the work and in accordance with the approved Project Budget and Schedule. No Advance shall be advanced to BORROWER from the COUNCIL without the written approval of the OSC, which will not be unreasonably withheld and provided. the BORROWER is not in default of this Agreement or no event has occurred which with the. passage of time or the .giving of notice, or both,. would give rise to a default under this Agreement. As a condition to the disbursement of funds, the COUNCIL may require from time to time documentation evidencing payment by BORROWER to the Contractor or subcontractors for work performed on the Project. All such funds allocable to the Loan shall be and constitute trust funds for such purposes, and there is hereby created a lien upon such funds in favor of the COUNCIL until such funds are applied as herein provided. 2.12 PROGRESS PAYMENTS AND RETENTION. All requests by BORROWER for progress payments will be disbursed by the actual expense method and shall be approved by the BORROWER's Licensed Environmental Professional ("LEP") and submitted in writing. with original billing. statements for actual work performed to the COUNCIL on or about the first day of each month, for review and approval of the OSC and COUNCIL. The progress payment will not be available until the 28th of each month or by the 15`" of Page 7 the month if the draw requested was submitted by the 20`" of the previous month. The COUNCIL reserves the right to withhold up to ten percent (10%} of each payment as retention. Any withheld funds will be released after submitting a BCRLF Project Response Action Closeout Report and receipt of a Certifteate of Completion, approved by the OSC. All requests for payment shall be accompanied by partial releases ftom any materialmen, subcontractors and the Contractor. 2. ] 3 ADHERENCE TO BUDGET. BORROWER agrees to, keep all expenditures from loan proceeds within the approved budget (described in the Project Budget and Work Schedule). BORROWER shall not exceed any of the costs enumerated in the approved Project Budget and Work Schedule without the.prior written approval of the OSC. ARTICLE III PRE-DISBURSEII~IENT OBLIGATIONS 3.1 Prior to disbursement of the loan proceeds, the COUNCIL, as the lead agency, will complete all response selection requirements, however; these activities may not be completed prior'to execution of the loan documents. For cleanup planning and decision documents not completed prior to the signing of the loan agreement, then: 3.1.1 COUNCIL shall have the right to select an individual or entity to serve as the On- Scene Coordinator ("OSC"). The OSC shall perform all duties as required by the COUNCIL, including but not limited to coordination and oversight of the BCRLF Project Response Action ("Response Action"). The OSC shall prepare an Approval Memorandum documenting that the situation meets the CERCLA (as hereafter defined) and NCP (as hereafter defined) criteria for initiating anon-time removal action for signature by the COUNCIL. 3.1.2 After the COUNCIL has prepared the Community Response Plan ("CRP"), the BORROWER shall draft an Engineering Evaluation and Cost Analysis ("EE/CA"), which shall clearly identify the objecCives of the removal action, provide an analysis of alternatives, recommends an action for the removal of contamination and the estimated costs of removal. The BORROWER shall submit copies of the draft EE/CA to the OSC and the COUNCIL for approval. The BORROWER agrees to accept advice and suggestions from the OSC and COUNCIL, and to incorporate those suggestions or requests for revisions into the draft EE/CA. 3.1.3 After the COUNCIL and OSC have approved the draft EE/CA, the COUNCIL shall make the draft EE/CA available for review and public comment for a period of not less than thirty (30) days from the date of public notice. 3.1.4 After the public comment period,.the OSC shall prepare. a Response to the public comments and a Decision Memorandum documenting the basis .for the removal action for signature by the COUNCIL. At the request of the COUNCIL, the BORROWER shall submit all information to the COUNCIL in a form requested by the COUNCIL, which will enable the COUNCIL to prepare the Decision Page 8 Memorandum. After the COUNCIL has signed the Decision Memorandum, the. BORROWER shall prepare: (a) A Budget and Work Schedule (b) Health and Safety Plan (OSHA 1910-120-126) And submit same to the OSC and COUNCIL for approval. 3.1.5 BORROWER understands and agrees that all proceeds of the Loan provided by the COUNCIL shall be used to rehabilitate and cleanup the Property site subject to this Agreement. BORROWER shall supply the COUNCIL with construction design plans and specifications for redevelopment of the property. ARTICLE IV REPRESENTATIONS AND WARRANTIES 4.1 BORROWER makes the following representations and warranties to COUNCIL: 4.1.1 ENVIRONMENTAL WARRANTIES. BORROWER certifies that: (a) 'The Property is not listed, or proposed for listing on the National Priorities List of the U.S. Environmental Protection Agency (EPA); (b) BORROWER is not a generator or transporter of the contamination at the Property; (c) BORROWER is not an owner or operator of the site, as defined by CERCLA; and, (d) BORROWER purchased or acquired the property after the time of disposal or placement of hazardous substances and the BORROWER. has not caused or contributed to the contamination. 4.1.2 Powers of BORROWER. The BORROWER is and will be on the date of closing, duly organized and validly existing under the constitution, the laws of the State and its enabling legislation. The BORROWER has the power to borrow the amount provided for in this Agreement, to execute and deliver each of the agreements described herein, and to perform and observe all the terms and conditions on its part to be performed and observed. 4.1.3 Authorization of Loan. The BORROWER has full legal right, power, and authority to execute and deliver this Agreement, and to carry out and consummate al] other transactions contemplated hereby, and the BORROWER .has complied and will comply with all provisions of applicable ]aw in all material matters relating to such transactions. The BORROWER, has duly authorized the borrowing of the amount provided for in this Agreement, the execution and delivery of this Agreement, and to that end the BORROWER warrants that it will Page 9 take all action and will do all things which it is authorized by law to take and to do in order to fulfill all covenants on its part to be performed and to provide for and to assure payment of the Loan. The BORROWER has duly authorized the execution, delivery, and performance of this Agreement and the taking. of any and. all other such action as may be required on the part of the BORROWER to carry out, give effect to and consummate the transactions. contemplated herein. This Agreement has been duly authorized, executed, issued and delivered to the BORROWER and constitute Legal, valid and binding obligations of the BORROWER enforceable in accordance with its terms. All .approvals, consents, and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the execution and delivery of this Agreement or the execution and delivery of or the performance by the BORROWER of its obligations herein have been obtained or made and any consents, approvals, and orders to be received or firings so made are in full force and effect. 4.1.3 NO VIOLATION. The making, and performance by BORROWER of this Agreement does not violate any provision of law, Florida statute, or result in a breach of or constitute a default under any agreement, indenture or other instrument to which BORROWER is a party or by which BORROWER is bound. 4.1.4 AUTHORIZATION. This Agreement has been duly authorized, executed and delivered, and is a valid and binding agreement of BORROWER as of the Effective Date. 4.1.5 LITIGATION. There are no pending or threatened actions or proceedings before any court or administrative agency, which may adversely affect the financial condition or operation of BORROWER other than those heretofore disclosed by BORROWER to COUNCIL in writing. 4.1.6 CORRECTNESS OF FINANCIAL STATEMENT. The financial statement dated September 30, 2007 heretofore delivered by BORROWER to COUNCIL accurately represents the. current financial condition of BORROWER, and has been prepared in accordance with generally accepted accounting principles consistently applied. As of the date of such financial statement,. and since such date, there has been no material adverse change in the condition of BORROWER, nor has the BORROWER mortgaged, pledged or granted security interest in or encumbered any of BORROWER'S assets ar properties since such date, except as contemplated by this Agreement. 4.1.7 NO ADDITIONAL SUBORDINATION. The obligations of BORROWER under this Agreement will not be further subordinated in right of payment to any obligation of BORROWER, other than that which may be provided under this Agreement, unless otherwise acknowledged or agreed to by COUNCIL in writing. Page 10 ARTICLE V CONDITIONS PRECEDENT S.1 The obligation of COUNCIL to make this Loan contemplated hereunder is subject to the fulfillment of the following, conditions: 5.1.1 APPROVAL OF COUNCIL'S LEGAL COUNSEL. All legal matters incidental to COUNCIL'S commitment to issue the Loan hereunder shall be satisfactory to the legal counsel of COUNCIL, including the form, validity and enforceability of this Agreement and Exhibits attached hereto. 5.1.2 COMPLIANCE. The representations and warranties contained herein shall be true on and as of the date of the signing of this Agreement with the same effect as though such representations and warranties had been made on and as of such date, and on such date no event of default as defined in Article VII herein ("Events of Default") and no condition, event or act which, with the giving of notice or the lapse of time or both would constitute an Event of Default, shall have occun:ed and be continuing or shall exist. 5.1.3 SUBMISSION OF BCRLF PROJECT RESPONSE ACTION. BORROWER shall submit to COUNCIL copies of all bids and the BCRLF Project Response Action contracts for all work required under the Work Plan. 5.1.4 No Default. On the date hereof the BORROWER shall be in compliance with all the terms and provisions set forth in this Agreement and any other loan documents on its part to be observed or performed, and no Event of Default nor any event that, upon notice ar lapse of time or both, would constitute such an Event of Default, shall have occurred and be continuing at such time. ARTICLE VI AFFIRIVIATIVE COVENANTS 6.1 BORROWER does acknowledge that it is familiar with and shall comply with Executive Order 11246, Equal Employment Opportunity, and implementing regulations at 4160-4 relating to Federally assisted construction contracts. BORROWER covenants that so long as BORROWER is indebted to COUNCIL under this Agreement, BORROWER shall do the following: 6.1.1 ACCOUNTING RECORDS. BORROWER shall document all the uses of the loan proceeds, and maintain adequate books and accounts in accordance with GAAP consistently applied. BORROWER shall p.ennit any representative of COUNCIL, at any reasonable time, upon reasonable notice to inspect, audit and examine such books and inspect the properties of BORROWER. BORROWER shall maintain documentation on the use of the loan proceeds for a minimum of ten .(10) years after the completion of Project Response Action activities supported by the Loan, or for the length of the Loan, whichever is greater. BORROWER must obtain written approval from COUNCIL prior to destroying any such records earlier than the date permitted in the preceding sentence. Page 11 6.1.2 FINANCIAL- STATEMENTS AND ONGOING REPORTING. BORROWER shall famish COUNCIL, so long as amounts remain due hereunder. (a} Quarterly reports that document that they are in compliance with all relevant Federal and State of Florida environmental regulations and that they meet the requirements of the COUNCIL's Brownfields Revolving. Loan Fund Guidelines. (b) Quarterly financial statements, including basic accounting and control mechanisms to track legitimate use of funds and document that the funds are put to authorized uses. BORROWER'S accounting system must track site-specifte cost, and track cost activity and operable unit if applicable. Financial statements are considered to be (i) .Income Statements; (ii) Balance Sheet; and (iii} Cash Flow Statement. (c) From time to time such other information as COUNCIL may reasonably request. 6.1.3 COMPLIANCE WITH ALL LAWS. BORROWER will carry out the Work Plan in accordance with the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"} in (42 USC 9b01 et seq.); Uniform Administrative Requirements for Grants and Cooperative Agreements to States and Local Governments (40 CFR Part 31); Cooperative Agreements for Superfund Response Actions (40 CFR Part 35, Subpart O.); the National Oil and Hazardous Substances Contingency Plan ("NCP") (40 CFR Part 300) and all other applicable provisions of Federal, State or Local law. 6.1.4 DAMS-BACON ACT. BORROWER shall carry out the Work Plan in accordance with the Davis-Bacon Act of 1931 (CERCLA 104(g){1), (40 U.S.C. 276a-5 and 42 U.S.C. 3212). Compliance with the Davis-Bacon Act requires payment of Federal prevailing wage rates for construction,. repair or alteration work funded in whole or in part with. BCRLF Loan Funds. BORROWER must obtain recent and applicable wage rates from the U.S. Department of Labor and incorporate them into the construction contract. for the Work Plan. 6.1.5 INSURANCE. In addition to contractor's insurance requirements, BORROWER shall maintain and keep in force insurance of the types and amounts necessary to protect the security for BORROWER'S indebtedness to the COUNCIL, including; but not limited to general liability insurance with .a minimum of $1,000,000 coverage per accident or claim, property insurance and workman's compensation, if applicable, and fire insurance, for the value of the property, and coverage for pollution incidents that may be evidenced by pollution legal liability insurance. Insurance coverage shall be primary as respects any .other insurance of self insurance available to the COUNCIL. Insurance shall be placed with an insurer with an AM Bests rating of no less than A:VII. The COUNCIL, its officers, employees and agents, shall be named as "Loss Payee" and "Additional Insured", and BORROWER shall. deliver to COUNCIL from time to time at COUNCIL'S Page l2 request certificates of Insurance or policies setting forth all business insurance then in effect. Policies shall be endorsed to provide that the COUNCIL shall be provided with thirty (30) days advance written notice of any cancellation, suspension or reduction in limits. 6.1.6 MAINTENANCE. BORROWER shall keep Property in good repair and condition ordinary wear and tear excepted, and, from time to time make necessary. repairs, renewals and replacements thereto so that Property shall be fully and efficiently preserved and maintained in a commercially reasonable manner. 6.1.7 TAXES AND OTHER LIABILITIES. BORROWER shall pay and discharge before delinquency any and all indebted obligations, assessments, taxes real and personal, including federal and state payroll and income taxes, except such as BORROWER, may in good faith contest or as to which a bona fide dispute may arise; provided provision is made to the satisfaction of COUNCIL for eventual payment thereof in the event that it is found that the same is an obligation of BORROWER. 6.1.8 LITIGATION AND LIENS. BORROWER shall promptly give notice in writing to any litigation pending or to its knowledge threatened against BORROWER or Property involving in excess of Five Hundred Thousand Dollars ($500,000.00). Furthermore, BORROWER shall not allow any liens to be filed against the property. In the event a lien is filed, BORROWER shall within thirty (30} days of the recordation of the lien, satisfy it or transfer it to a bond. 6.1.9 NON-DISCRIMINATION AND EQUAL OPPORTUNITY. BORROWER shall comply with the statutes prohibiting discrimination on the, grounds of race, color, national origin, sex and disability. In addition, BORROWER will undertake good faith efforts in compliance with 40 CFR §35.6580 to give opportunities for quali$ed Small Business Enterprises (SBE), Minority Business Enterprises (MBE) and Women-Owner Business Enterprises (WBE) to submit proposals, bids; and provide services on contracts and subcontracts for services and supplies. BORROWER shall submit a report of such efforts. 6.1.10 DEBARMENT AND SUSPENSION. The BORROWER certifies that BORROWER and Contractor: (a) Are not presently or proposed. to be debarred or suspended, declared ineligible; or voluntarily excluded from Federal, State of Florida or local (hereafter "public") transactions; (b) Have not within a three (3) year period preceding this proposal, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, .attempting to obtain, or performing a public transaction or contract under a public transaction; violation of Federal or State of Florida antitrust or commission of embezzlement, theft, forgery; bribery, falsification or Page 13 destruction of records; making false- statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a public entity with commission of any of the offenses enumerated under Paragraph 6.1.11(b) of this Agreement; and (d) Have not within the preceding three (3) years had a public transaction terminated for cause or default. 6:1.11 ENVIRONMENTAL COMPLIANCE. BORROWER certifies that it is not currently, nor has been, subject to any penalties resulting from environmental non-compliance at the Property. BORROWER further eettifes that it will conduct its BCRLF Project Response Action activities.. in accordance with the COUNCIL's BCRLF Project Response Action Revolving Loan Fund Program Guidelines, and will modify the BCRLF Project Response Action activities, as necessary and as reasonably determined by the COUNCIL, based on unforeseen site conditions or public involvement requirements. 6.1.12 NOTICE TO CHANGE IN WORK PLANS. If the COUNCIL. reasonably determines that it is necessary to modify the Work Plan based on public comments or new information, the BORROWER will amend the Work Plan. BORROWER will immediately report in writing any potential changes to the Work Plan and the discovery of hazardous substances, pollutants or contaminants not identified in the Work Plan. All changes or modification to the Project or the Project Documents shall be approved in writing by the OSC and the COUNCIL prior to such change or modification becoming effective. All additional costs incurred as the result of any change orders define shall be the responsibility of BORROWER. In the event that unforeseen conditions aze discovered during the project implementation, the COUNCIL reserves the right to revise the BCRLF Response Action and the Project Documents, which the BORROWER must implement in a commercially reasonable manner. All costs resulting from revisions to the Response Action are the responsibility of the BORROWER. 6.1.13 COMPLETION OF PROJECT. BORROWER shall begin the project within ninety (90) days and will complete all work included in the Work Flan within 364 days from the Effective Date. BORROWER agrees to complete the work in a timely manner in accordance with. the Work Plan and Budget. BORROWER shall notify the COUNCIL when the Work Plan is complete. The notice shall contain certification or documentation necessary to prepare a BCRLF Project Response Action Closeout Report developed in accordance with Section .300.165 of the NCP. The report shall summarize the actions taken, the resources committed and the problems encountered in completion of the Project, if any. 6.1.14 Payment• Covenant to Budget and Appropriate. The BORROWER covenants that it shall duly and punctually pay the principal of the Loan and the interest Page 14 thereon on the dates, at the place and in the manner (and subject to the limitations) provided herein according to the true intent and meaning thereof. The BORROWER covenants and agrees, to the extent permitted by and in accordance with applicable law and budgeting process, that so long as the Loan shall remain unpaid, it will prepare, approve and~appropriate in its annual budget, by amendment, if necessary, Non-Ad Valorem Revenues in an :amount sufficient to pay the principal of and interest on the Loan as the same shall become due. In the event that the amount previously budgeted for such purpose is at any time insufficient to pay such principal and interest on the Loan, the BORROWER covenants to take. immediate action to amend its budget so as to budget and appropriate an amount of Non-Ad Valorem Revenues sufficient to pay such debt. service on the Loan. Such covenants to budget and appropriate shall be cumulative to the extent not paid and shall continue until amounts sufficient to make all required payments have been budgeted, appropriated and used to pay such debt service on the Loan. All proceeds, if any, from the sale or transfer of all or a portion of the Property within the boundaries of the CRA must be used to pay down the principal on the Loan. 6.1.15 Notice of Defaults. The BORROWER shall within ten { 10) days after it acquires knowledge thereof, notify the COUNCIL in writing upon the happening,. occurrence, or existence of any Event of Default, and any event or condition which with the passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the COUNCIL with such written notice, a detailed statement by a responsible officer of the BORROWER of all relevant facts and the action being, taken or proposed to be taken by the BORROWER with respect thereto. 6.1.16 Maintenance of Existence. The BORROWER covenants that it will take all reasonable legal action within its controC in order to maintain its existence and to not reduce. its boundaries until all amounts due and owing from the BORROWER to the COUNCIL, hereunder have been paid. in full. 6.1.1'7 Records. The BORROWER agrees that any and all records of the BORROWER shall be open to inspection and copying by the COUNCIL or its representatives at all reasonable times at the ofl•ices the BORROWER. 6.1.18 Notice of Liabilities. The BORROWER shall promptly inform the COUNCIL of any actual or potential contingent liabilities or pending or threatened litigation of any amount that could reasonably be expected to have a material and adverse effect upon. the financial condition of the BORROWER. ARTICLE. VII NEGATIVE COMMENTS Page 15 7.1 BORROWER further covenants that so long as BORROWER is indebted to COUNCIL under this Agreement until. payment in full of the amounts owed to the COUNCIL hereunder, BORROWER will not without prior written consent of COUNCIL use Loan proceeds other than for activities approved under the COUNCIL'S Brownfields Cleanup Revolving Loan Fund Program Guidelines. ARTICLE VIII EVENTS OF DEFAULT 8.1 The following shall constitute EVENTS OF DEFAULT: 8.1.1 Default by BORROWER in any payment when due of principal or interest hereunder. 8.1.2 Any representation or warranty made by BORROWER hereunder proven at any time false or misleading as of the date made in any material respect. 8.1.3 Use of the proceeds of the Loan for a purpose other than that associated with cleanup activities. 8.1.4 Default by BORROWER in the performance of any other term, covenant or agreement contained herein which default is not cured within thirty (30) days from notice of its occurrence. 8.1.5 The failure of BORROWER promptly to pay and discharge any judgment, lien, or levy of any attachment, execution or other process against the assets of BORROWER, and such judgment not be satisfied, or such levy or other process be not removed within thirty (30) days after the entry or levy thereof, or at least five (5) days prior to the time of any proposed sale under any such judgment or levy. 8.1.6 BORROWER shall be adjudicated as bankrupt or insolvent, or shall consent to or apply for the appointment by a receiver, trustee or liquidator of itself or any of its property, or shall admit in writing its inability to pay its debts generally as they become due, or shall make a general assignment for the beneft of creditors, or shall file a voluntary petition in bankruptcy or a voluntary petition or an answer .seeking reorganization or arrangement in a proceeding under any bankruptcy law, or BORROWER arrangement in a proceeding under any bankruptcy law. 8.1.7 Sale of all or a portion of the Property without prior approval of the COUNCIL. 8.2 ACCELERATION. If an Event of Default shall occur, any indebtedness of BORROWER under this Agreement shall, at COUNCIL's option, and without notice, become immediately due and payable without presentment, notice or demand, all of which are hereby expressly waived by BORROWER, and the obligations, if any of Page 16 COUNCIL to permit further borrowings hereunder shall innmediately cease and terminate. 8.3 SECURE SITE. In the event of default, BORROWER shall have the option to secure the site. The cost of securing the site is the responsibility of the BORROWER. If BORROWER fails to secure the site within twenty-four (24) hours, COUNCIL may do so of the BORROWER'S sole cost. ARTICLE IX REMEDIES OF COUNCQ.. 9.1 Upon the occurrence of anyone or more. of the Events of Default and at any time thereafter until cured, 9.1.1 COUNCIL may exercise any and all of the rights, power, privileges and remedies provided in this Agreement. 9.1.2 Upon the occurrence of any Event of Default, COUNCIL may exercise, singly or in combination, any or all of the rights, powers and privilege provided in this Article IX and all other remedies available to the COUNCIL at law or in equity, at any time and from time to time and such exercise shall'not constitute a waiver of any of COUNCIL'S rights or remedies thereunder whether or not the indebtedness shall be due and payable and whether or not COUNCIL . 9.1.3 COUNCIL shall be entitled to exercise all other remedies, provided to COUNCIL under this Agreement and under Florida law, including, but not limited to: (a) Appointing a receiver; (b) Commencing a suit in equity or .other appropriate proceedings for specific performance or an injunction against a violation of this Agreement; or (c) Taking possession of the Property and performing any and all work and labor necessary to complete the Work Plan in which event expenditures therefore shall be deemed an additional loan to BORROWER, payable on demand, bearing interest at the maximum rate allowed by law. ARTICLE X INDENINIFICATION 10.1 BORROWER shall, at BORROWER'S expense, defend, .indemnify, and otherwise hold COUNCIL, its officers, employees and agents harmless against any and all claims, demands, losses, expenses, damages (general, punitive or otherwise) and causes of action (whether legal or equitable in nature) asserted by any person, firm, corporation, or other entity and arising out of or caused by BORROWER's actions or inactions with regard to the Property, or by the use of the proceeds of the Loan up to the loan amount plus the costs referred, to herein. BORROWER shall pay COUNCIL upon demand all claims, judgments, damages, lawsuits or expenses (including. reasonable legal expenses) incurred Page 17 by COUNCIL as a result of any Iegal action arising out of or caused by this Agreement or any other loan documents related to the Loan, or by the use of the proceeds of this Loan. Provided, however, BORROWER shall not be liable for settlements obtained without its consent. ARTICLE XI MISCELLANEOUS l 1.1 WAfVER. No delay or failure of COUNCIL in exercising any right, power privilege hereunder shall affect such right, power or privilege; nor shall any single or partial exercise thereof of any abandonment or discontinuance of steps to enforce such a .right, power or privilege affect such right, power or privilege. The rights and remedies of COUNCIL hereunder are cumulative and not exclusive. Any waiver, permit, conseni or approval of any kind by COUNCIL, , of any breach or default hereunder or any such waiver of any provisions or conditions hereof, must be in writing and shall be effective only to the extent set forth in writing. 11.2 SUCCESSORS. This Agreement shall be binding upon the permitted assigns or successors of BORROWER and COUNCIL: This Agreement shall not be assigned or transferred by BORROWER without. the written consent of COUNCIL and any purported assignment or transfer without such prior written consent shall be void. 11.3 NOTICES. All notices,. requests and demands. given to or made upon the respective parties under this Interlocal Agreement shall be deemed to have been given or made when deposited in the mail, first class postage prepaid, and addressed as follows: BORROWER: Frank Wheat, Chair Delray Beach Community Redevelopment Agency 20 North Swinton Avenue Delray Beach, Florida 33444 Telephone No. (561} 276-8640 Facsimile No. (561) 276-8558 COPY T0: City of Delray Beach City Attorney 100 Northwest ls~ Avenue Delray Beach, Florida 33444 Telephone No. (561) 243-7091 Facsimile No. (561) 278-4755 COPY TO: John E. Aurelius, Esq. John E. Aurelius, P.A. 4367 North Federal Highway, Suite 101 Fort Lauderdale, FL 33308 Telephone No. (954) 772-8222 Facsimile No. (954) 772-8759 COUNCIL: Cheryl D. Cook Page 18 South Florida Regional Planning Council 3440.Hollywood Boulevard, #140 Hollywood, Florida 33021 Telephone No. (954) 985-4416 Facsimile No. (9S4) 985-4417 COPY TO: Mark Raymond Holland & Knight LLP 222 Lakeview Avenue, Suite 1000 West Palm Beach, Florida 33401 Telephone No. (561) $33-2000 Facsimile No. {561) 650-8399 11.4 ATTORNEY'S FEES. BORROWER will reimburse COUNCIL for all costs expenses and reasonable attorneys' fees expended or incurred by COUNCIL in enforcing this Agreement, in actions for declaratory relief in any way related to this Agreement, or in collecting. any sum which becomes due the COUNCIL under this Agreement. 11.5 TIME. Time is of the essence with respect to the obligations arising hereunder. 1 ] .6 EXHIBITS. All Exhibits mentioned in this Agreement shall be deemed incorporated herein by reference as though fully set forth herein. 11.7 RELATIONSHIP. 'The relationship of COUNCIL and BORROWER. is that of COUNCIL and borrower. No party hereto intends to create any other relationship hereby, and the parties disavow and negate any intention to create a partnership or joint venture hereby. 11.8 ENTIRE AGREEMENT; MISCELLANEOUS {a) The terms and conditions of this Agreement, all exhibits attached and any documents expressly incorporated by reference represents the entire Agreement between the parties with respect to the subject matter of this Agreement. This Agreement shall supersede any prior action agreements, oral or written, regarding the subject matter between COUNCIL and BORROWER. No other action agreement, contract, statement; or promise relating to the subject matter of this Agreement shall be valid or binding except by a written amendment to this Agreement. This Agreement shall control except where Federal statute or regulation are controlling. (b) A copy of this Agreement shall be filed with the Clerk of the Circuit Court of Palm Beach County, Florida and Broward County, Florida in accordance with. Section 163.01(11), Florida Statutes. (c) Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in Page 19 making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. (d) Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. (e) Term of Agreement. Except as otherwise specified in this Agreement, this Agreement and all representations, warranties, covenants and agreements contained herein or made in writing by the BORROWER in connection herewith shall be in full force and effect from the date hereof and shall continue in effect until as long as any amount is outstanding. (f) Entire A egr ement. Except as otherwise expressly provided, this Agreement embodies the entire agreement and understanding between the parties hereto and supersede all prior- agreements and understandings relating to the subject matter hereof. (g) Further Assurances. The parties to this Agreement will execute and deliver, or cause to be executed and delivered, such additional or further documents, agreements or instruments and shall cooperate with one another in all respects for the purpose of carrying out the transactions contemplated by this Agreement. (h) Effective Date. This Agreement shall be effective on the Effective Date. 11.9 Loan Not to be General Obligation or Indebtedness of the BORROWER. The Loan shall not be deemed to constitute .general obligations or a pledge of the faith. and credit of the BORROWER, the State of Florida or any political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured by a lien. upon and a pledge of the Covenant Revenues, in the manner and to the extent herein provided. The COUNCIL shall not have the right,, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the, State of Florida, Palm Beach County or any other political subdivision of the State of Florida or taxation in any form on any real or personal property for any purpose, including, without limitation, for the payment of principal of and interest on the Loan or to maintain or continue any activities of the BORROWER which generate user service charges, regulatory fees or other non-ad valorem revenues, .nor shall the COUNCIL be entitled to payment of such principal and interest from 'any other funds of the Borrower other than Non-Ad Valorem Revenues budgeted and appropriated by the BORROWER for payment on the Loan and proceeds, if any, from the sale and transfer of all or a portion of the Property, all in the manner and to the extent herein provided. The BORROWER has no taxing power. The Loan shall not constitute a lien upon any real or personal property of the BORROWER, o.r any part thereof, or any other tangible personal property of or in the BORROWER, but shall constitute a lien only on the Non-Ad Valorem Revenues budgeted and Page 20 Page 21 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the date first hereinabove written. APPROVED AS TO LEGAL FORM: B'1': Holland & Knight LLP COUNCIL: SOUTH FLORIDA REGIONAL PLANNING COUNCIL By: Carolyn A. Dekle, Executive Director BORROWER: Deh~ay Beach Community Redevelopment Agency, a Florida .public body corporate and politic created pursuant to Section 153.35b F.S. (CRA) agency By: Mr. Frank Wheat, Chair ATTEST: By: (Seal) Board Secretary Delray Beach Community Land Trust, Inc. a Florida not-for-profit corporation By: Name: Page 22 EXAIBIT "A." LEGAL DESCRIPTION Delray Beach Community Redevelopment AQency (CRA) Owned Property Legal Description Lot No. Property Control Number Carver Square Lot 11 12-43-46-17-31-000-0110 Carver Square Lot 12 12-43-46-17-31=000-0120 Carver Square Lot 13 12-43-46-17-31-OOD-0130 Carver Square Lot 14 I2-43-4b-17-31-000-0140 Carver Square Lot IS IZ-43-46-17-31-000-0150 Carver Square Lot 16 12-43-46-17-31-000-0160 Carver Square Lot 17 12-43-46-17-31-000-0170 Carver Square Lot 18 12-43-46-17-31-000-0180 Carver Square Lot 19 12-43-46-17-31-000-0190 Carver Square Lot 20 12-43-46-17-31-000-0200 Carver Square Lot 21 12-43-46-17-31-000-0210 Carver Square Lot 22 12-43-46-17-31-000-0220 Carver Square Lot 24 12-43-46-17-31-000-0240 Carver Square Lot 25 12-43-46-17-31-000-0250 Carver Square Lots 26 & 27 12-43-46-17-31-000-0260 Carver Sguare:Lo128 12-43-46-17-31-000-0280 Carver Square Lot 29 12-43-46-1 Z-31-000-0290 Carver Square Lot 30 12-43-46-17-31-000-0300 Community Land Trust (CLT) Owned Property Le>ral Description. Lot No. Property Control Number Carver Square Lot 23 12-43-46-17-31-00©-0230 N5391127 v1U Page 23 MEMORANDUM TO: Mayor and City Commissioners FROM: Susan A. Ruby, City Attorney DATE: September 26, 2008 SUBJECT: oGENDA ITEM 12 C -REGULAR COMMISSION MEETING OF OCTOBER 21, 2008 RESOLUTION NO 50-08 ITEM BEFORE COMMISSION The item before the City Commission is City Resolution 50-08 which approves and authorizes indebtedness to be incurred by the CRA based on the terms in the Interlocal agreement adopted by the CRA board on September 25, 2008 through CRA Resolution 2008-04. Florida Statute Section 163.385 requires the authorization or approval by resolution of the CRA and the City Commission in order for the indebtedness to be incurred by the CRA pursuant to the Interlocal Agreement. BACKGROUND The State of Florida's Brownfield program provides assistance to local governments for cleanup and redevelopment of contaminated, abandoned or underused sites. The City Commission designated the two block redevelopment area within the boundaries of the Carver Square subdivision as a Brownfield area on March 8, 2007 via Resolution No. 20-07, making it eligible for funding through the Brownfields program. Participation in the program allows an applicant to qualify for both a low interest loan administered by the South Florida Regional Planning Council (SFRPC) and to earn Voluntary Cleanup Tax Credits through the state's Department of Environmental Protection for the project.. The attached Interlocal Agreement between the SFRPC, the Delray Beach Community Redevelopment Agency (CRA) and Community Land Trust (CLT) is the instrument that will specify the terms of the loan and provide for repayment. (Note: because the CLT is the owner of Lot 23 within the Carver Square subdivision, they are also required to execute the agreement.) The principal amount of the loan is $500,000.00 and is to be repaid over a three year period at a 3% rate of interest. No interest is being charged and no payments are required for the first year. Commencing on the first anniversary date, five (5) semiannual installments are to be made and are to include 3% interest. No liens will be placed on the property during the term of the loan. RECOMMENDATION The City Attorney's office recommends approval. http://www.mydelraybeach.com/Agendas/Bluesheet.aspx?ItemID=1514&MeetingID=154[10/28/2008 10:22:24 AM] RESOLU`T'ION N0.2A08.pq, A RESOLUTION OF THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING AND PROVIDING P'OR THE ENTERING INTO AN INTERLOCAL AGREEMENT WITH THE SOUTH FLORIDA REGIONAL PLANNING COUNCIL TO BORROW AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED ~QO,Ogq, FOR THE PURPOSE OF FINANCING BROWNFLELDS CLEANUP PROJECTS, AND TO PAY THE COSTS OF ISSUANCE; PROVIDING THAT SUCH LOAN SHALL BE A LIMITED OBLIGATION OF THE AGENCY PAYABLE FROM NON-AD VALOREM REVENUES BUDGETED AND APPROPRIATED ON AN ANNUAL BASIS AND CERTAIN OTHER NON-AD VALOREM REVENUES OF THE AGENCY; APPROVING THE FORM AND AUTHORPLING THE EXECUTION AND DELIVERY OF THE INTERLOCAL AGREEMENT; .MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE AGENCY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH ENTERING INTO THE INTERLOCAL AGREEMENT; PROVIDING CERTAIN OTHER DETAILS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Delray Beach Community Redevelopment Agency (the "Agency"), a public body corporate and politic organized under the laws of the State of Florida, is authorized and empowered puxsuai~t to Part III, Chapter 163, Florida Statutes, as amended (the "Act"}, to undertake and carry out community redevelopment projects within community redevelopment areas, and to borrow money for the purpose of financing or refinancing such community redevelopment projects; and. WHEREAS, as required by the provisions of the Act and preparatory to the creation. of the Agency at~d the undertaking of community redevelopment projects, the City of Delray Beach, Florida (the "City"), by resolutions and ordinances made certain findings relating to the existence of slums and blighted areas within the City in need of redevelopment and adopted a comiaaunity redevelopment plan (the "Redevelopment Plan") end pursuant to an Ordinance of the City, established the Agency to carry out the purposes of the Act; and WHEREAS, the Agency finds it to ~ in the public interest and necessary to. enter into an Interlocal Agz~eement, substantiaT]y in the form attached hereto as Exhibit °A" (the "Interloeal AgreeMnent") 4vith the South Florida Regional Planning Councal (the "Council") pursuant to which the Council will loan to the Agency in an aggregate principal amount of not to exceed $h00,U0Q (the "Loan's. in order to finance a portion of the costs of Brownfield cleaziup projects (the "Project"} in accordance with and as described in the Redevelopment Plan and'to pay costa of issuance of the Loan; and WHEREAS, pursuant to the requireutents of the Act; the Loan is conditioned upon authorization thereof by the City and notices to each taming authority all in accordance with the.Act; and WHEREAS, the Loan is secured by a covenant to budget and appropriate all Covenant Revenues {as defined in the Interlocal Agreement); NOW, 'THEREFORE, BE IT RESOLVED BY THE DELRAY BEACH COMIVIUNITY REDEVELOPMENT AQENCY THAT: SECTION 1. ~1,uthoxi fox this Resolution. Tbas Resolution is. enacted pursuant to Part III of Chapter 163, Florida Statutes, the Charter of the Cite of Delray Beach, Florida gnd other applicable provisions of la~v (the ":9,ct'~. SECTION 2. Fin i gs and Determinations. It is hereby aaaertained, determined and declareii that: A. The Agency is authorized under the Act to issue revenue bdnde or other evidences of indebtedness for vaxious community redevelopment purposes, including the Project; and the Project constitutes a valid publicpurpose. B. The Loan shall. be used to finance the costs of the Project, and Pay the costa related to entering into the Inte'rlocal Agreement, and the principal of and interest on the Loan shall be payable from the Covenant Revenues on the terms set forth in the I~nterlocal Agreement. The Covenant Revenu®s are estimated to be at least sufficient to pay the principal of and interest an the Loazt as the same becomes due and payable, and all-other amounts required to be paid or deposited under the Interlocal Agreement. C. The Agency is authorized under the Act to enter into the Interlocal Agxeement to finance the costa of the Project, and to repay the Loan as pxovided in the Interlocal Agreement. D. The Council shall never have the power to require the Agency ar the City to levy ad valorem taxes on the property within its boundaries to pay the principal of and interest vri the. Loan or ether payments required hereunder ar under the: Interlocal Agreement, and the Loan shall not constitute a lien upon any property owned by or situated within'the boundaries of the Agency or the City. E. A negotiated borrowvag is required and necessary and is in the best interest of the Agency for the following reasons: the Loan will be a special and limited obligation of the Agency; the principal of and interest on and other costs and expenses related thereto shall be payable solely from a covenant to budget and appropriate Covenant Revenues expressly provided herein and in Lhe Interlocal Agreement; the costs of borrowing is likely to be greater and the time to borrower is likely to be longer if the Lvan is sold at public sale by competitive bid than if the Loan is sold at a negotiated eels; there is na basis, considering prevailing market conditions, for any expectation that. the terms and conditions of a Loan at a public eels by competitive bid would be .more favorable than a negotiated sale;, loans having the characteristics bf the Loan are typically Bold at negotiated sales under prevailing market CAIId1t10A8; and the Agen,ey has undertaken substantial negotiations with the Council with respect to the Loan. SECTION 8. ®uthorization of the Project and the Loan. Subject to the provisions hereof the Loan in the principal amount of not to exceed $600,000 ie hereby authorized for the purpose of financing the costa of -the Project and paying costs of issuance of the Loan. SECTION 4. Interlocal Agreement. The form of the Interlocal Agreement in substantially the form attached hereto as Exhibit "A." is hereby ~ppxoved by the Agency, and the Chair or Vice-Chair (the "Chair") or in their .absence, the Executive Director is authorized to execute the same, and the Board 'Secretary is hereby authorized to attest to such signature, with. such changes as may be approved by the Chair ar in their absence, the Executive Director, such approval to be coaelusivel~- evidenced by the e~ecutioa hereof and the attestation of the Board Secretary. SECTION 5. Authorization to Execute Document. The Chair and the Executive Director are hereby charged with the responsibility of taking all actions necessary to' entex into the Interlocal Agreement upon the terms. and conditions contained .herein and in the Interlocal Agreement and the Chair and the Executive Director are hereby respectively authorized to sign all documents ne.ceseary or appropriate in connection with the Loan and to carry out the purpose$ of this Resolution. SECTION 6. Limited Obligations oft ,~~; Neither Q~dit~ Nor Taxine Power are PIedg~. The Loaa and _the interest thereon, shall not be or constitute a general obligation or indebtedness of the Agency, the. City, the State of Florida or any political. subdivision thereof within the meaning' of the Constitution of the State of Florida or any legislative, charter or ordinance provision or limitation, but shall b® payable. solely from and Secured by a covenant to budget and appropriate of the Covenant Revenues and any unspent proceeds of'the Loan and all' investment earnings thereon. The Council shall never have the right tp compel the exercitse of the ad valoxem taxing power of the Agency .or the City or any other political subdivision of the State of Florida or taxation in any form on aqy property to .pay the Loan or the interest thereon nor shall the Council be entitled to payment of such principal and interest thereon from any other funds of the Agency or the City except from non-ad valorem revenues to the extent described in the Interlocal Agreement. SECTION 7. Authorization. The Chair, the Board Secretary, the Executive Director and all other officers. and employees of the Agency are hereby authorized to take all actions net~ssary or incidental to the Loan, including, but not limited to, the execution of the Interlocal Agreement and all certificates and other documents related thereto. SECTION 8: Repeal of Inconsistent Resolutions. All resolutions or parts of resolutions in conflict herewith. are hereby repealed. SECTION 9. Seyerability. If any one or more of the covenants, agreements or provisions of this Resolution ahauld be held contre-ry to any exp>•ess provision of law or eontralcy to the policy of express law, though not expresflly prohibited, ox against public policy, or, shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate Ervin the remaining covenants, agreements or provisions of this Resolution or of the .Interlocal Agreement. SECTION 10. Effect_ivc D,~te:_City ,Authorization Reauir~ce . This Resolution shall became effective upon the adoption hereof; provided, however, that the authorizations for the I.roan suet forth herein is expresaXy conditioned upon approval thereof by the City and notice to the appropriate taxing authorities all as set forth in the Act. PASSED AND ADOPTED this- 2be' day of September, 2ff08. DELR:PiY BEACH COMMUNITY REDEVELOPMENT AGENCY Chair ATTEST: r- Board Secretary N 5377140 v4 Exhibit "A" Farm of Tnterlocal Agreement ~~~~ ^it,-RA Df1RAY BfAC~1 COMMUNITY gEOEVEIOPMENT AGENCY September 19, 2008 RE: Delray Beach Community Redevelopment Agency -Resolution No 2008-03 Interlocal Agreement with South Florida Regional Planning Council To Whom It May Concern: Pursuant to Florida Statutes Chapter 163.346, this notice is provided to inform you that the Delray Beach Community Redevelopment Agency (CRA) is considering Resolution No. 2008-03 at the 9/25/08 meeting of the CRA Board for approval. Per the statute, the CRA is required to notify all taxing authorities which levy ad valorem taxes on property contained within the CRA district of this action. "A RESOLUTION OF THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING AND PROVIDING FOR THE ENTERING INTO AN INTERLOCAL AGREEMENT WITH THE SOUTH FLORIDA REGIONAL PLANNING COUNCIL TO BORROW AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $500,000, FOR THE PURPOSE OF FINANCING BROWNFIELDS CLEANUP PROJECTS, AND TO PAY THE COSTS OF ISSUANCE; PROVIDING THAT SUCH LOAN SHALL BE A LIMITED OBLIGATION OF THE AGENCY PAYABLE FROM NON-AD VALOREM REVENUES BUDGETED AND APPROPRIATED ON AN ANNUAL BASIS AND CERTAIN OTHER NON-AD VALOREM REVENUES OF THE AGENCY; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE INTERLOCAL AGREEMENT; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE AGENCY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH ENTERING INTO THE INTERLOCAL AGREEMENT; PROVIDING CERTAIN OTHER DETAILS; AND PROVIDING AN EFFECTIVE DATE." A similar Resolution will also be considered by the Delray Beach City Commission at its meeting of October 7, 2008, at which time a public hearing will be held. The meeting will take place at the City Commission Chambers in City Hall, 100 NW 1St Avenue, Delray Beach, at 6:00 p.m. A copy of the Interlocal Agreement can be obtained from the CRA upon request. If you have any questions regarding this matter please don't hesitate to contact me at (561) 276- 8640. Sincerely, GD'-~ Diane Colonna Executive Director 20 Notth Swinton Avenue • Delray Beach, Florida 33444 • 561-276-8640 • Fax 561-276-8558 Wynn, Kimberly From: Nubin, Chevelle Sent: Tuesday, September 30, 2008 9:42 AM To: Gaskins, Lanelda; Wynn, Kimberly Subject: FW: Resolution 50-08 Importance: High FYI. Chevelle D. Nubin, CIVIC City Clerk City of Delray Beach loo .N.1N. 1st .Avenue Delray Beach, ,~Coricla 33444 561-243-7051 From: Smith, Douglas Sent: Monday, September 29, 2008 3:57 PM To: Nubin, Chevelle; Maloney, Susan Cc: Harden, David Subject: FW: Resolution 50-08 See below email on Res. 50-08. Doug Smith Assistant City Manager City of Delray Beach 100 NW 1st Avenue Delray Beach, FL 33444 Phone: (561) 243-7144 Fax: (561) 243-7199 Email: smithdna ci.delray-beach.fl.us From: Ruby, Susan Sent: Monday, September 29, 2008 3:54 PM To: Colonna; Diane; Smith, Douglas Cc: Inglese, Cathy; Wynn, Kimberly Subject: Resolution 50-08 Doug we need to pull the CRA resolution and reschedule it for 2 readings ,one on October 21 and the second reading on November•4th at which time a public hearing must be held.(the statutes require that we treat the resolution like an ordinance with 2 readings with published notice at least 10 days prior to the public hearing) Diane will do additional notices of the public Hearing on November 4thas also requires. The statutes are set forth below. Dianne this is the statute that needs to be followed. Section 163.346 references 166.041(3)(a) which is also attached below. Due to our discussions you indicate that you want to have first 9/30/2008 reading on October 21 and a second reading and a public hearing on November 4th. As we discussed this is a bit odd for a resolution to have 2 readings but we will go ahead and do it to meet the statutory requirements. We will have to advertise at least 10 days prior to November 4th of the public hearing. You will need to send per 163.346 additional notices to the taxing authorities at least 15 days before the public hearing on second reading . Susan .~1. Ru6y City Attorney 200 N.W. 1st Avenue Delray Beach, FL 33444 telephone: 561-243-7091 facsimile: 561-278-4755 email: ruby~ci.delray-beach.fl.us The 2008 Florida Statutes Title XI Chapter 163 View Entire COUNTY ORGANIZATION AND INTERGOVERNMENTAL Chapter INTERGOVERNMENTAL RELATIONS PROGRAMS 163.346 Notice to taxing authorities.--Before the governing body adopts any resolution or enacts any ordinance required under s. 163.355, s. 163.356, s. 163.357, or s. 163.387; creates a community redevelopment agency; approves, adopts, or amends a community redevelopment plan; or issues redevelopment revenue bonds under s. 163.385, the governing body must provide public notice of such proposed action pursuant to s. 125.66(2) or s. 166.041(3)(a) and, at least 15 days before such proposed action, mail by registered mail a notice to each taxing authority which levies ad valorem taxes on taxable real property contained within the geographic boundaries of the redevelopment area. History.--s. 8, ch. 84-356; s. 2, ch. 93-286; s. 13, ch. 95-310. 166.041 Procedures for adoption of ordinances and resolutions.-- (1) As used in this section, the following words and terms shall have the following meanings unless some other meaning is plainly indicated: (a) "Ordinance" means an official legislative action of a governing body, which action is a regulation of a general and permanent nature and enforceable as a local law. (b) "Resolution" means an expression of a governing body concerning matters of administration, an expression of a temporary character, or a provision for the disposition of a particular item of the administrative business of the governing body. (2) Each ordinance or resolution shall be introduced in writing and shall embrace but one subject and matters properly connected therewith. The subject shall be clearly stated in the title. No ordinance shall be revised or amended by reference to its title only. Ordinances to revise or amend shall set out in full the revised or amended act or section or subsection or paragraph of a section or subsection. (3)(a) Except as provided in paragraph (c), a proposed ordinance may be read by title, or in full, on at least 2 9/30/2008 separate days and shall, at least 10 days prior to adoption, be noticed once in a newspaper of general circulation in the municipality. The notice of proposed enactment shall state the date, time, and place of the meeting; the title or titles of proposed ordinances; and the place or places within the municipality where such proposed ordinances may be inspecte~ h~~ rha n~~hi;~ ThP nnr;re shall also advise that interested parties may appear at the meetin 9/30/2008 Wynn, Kimberly From: Nubin, Chevelle Sent: Monday, September 22, 2008 10:03 AM To: Wynn, Kimberly Cc: Gaskins, Lanelda; Smith, Douglas Subject: FW: Brownfield Loan -ILA and Resolution (Res No. 50-08) Importance: High Attachments: City Approving Resolution Delray Beach - 2008.DOC; SFRPC - CRA ILA for Brownfield Loan 9-25-08.DOC This will be an item on the October 7, 2008 meeting. Chevelle D. Nubin, Cw1C City CCerk City of Delray Beach loo N.~V. 1st .Avenue Delray Beach, ,Florida 33444 56i-243-7051 From: Ruby, Susan Sent: Monday, September 22, 2008 10:01 AM To: Inglese, Cathy . Cc: Colonna, Diane; Nubin, Chevelle Subject: FW: Brownfield Loan -ILA and Resolution Please copy these and put on the agenda ,once we receive a cover letter form Diane. Thanks Susan .~1. Ruby City Attorney 200 N.W. 1st Avenue Delray Beach, FL 33444 telephone: 561-243-7091 facsimile: 561-278-4755 email: ruby@ci.delray-beach.fl.us From: Colonna, Diane Sent: Monday, September 22, 2008 9:50 AM To: Ruby, Susan Cc: Nubin, Chevelle; Wooten, Vince Subject: Brownfield Loan -ILA and Resolution Susan, Attached are two documents related to the SFRPC brownfield loan that the CRA is obtaining: Final version of the Interlocal Agreement between the CRA and SFRPC (also includes the CLT since they own 1 lot) ' 9/22/2008 . City Commission resolution authorizing the CRA to borrow the funds Would you please review the documents and if you find them to be satisfactory, arrange for them to be placed on the City Commission agenda as a public hearing item? I'm copying Chevelle on this so she'll have a heads up. Thanks, Diane Diane Colonna Executive Direct Community Red 20 N. Swinton A Delray Beach, F (561) 276-8640 colonna@ci.delrc Under Florida l~ response to a pu phone or in writ 9/22/2008 ,~ ~ ~~~1 ~~:^~VRA I)ILRAY aEACI• COMMUNITY gEOEVEIOPMENT AGENCY October 10, 2008 ~~~~~V~~ ocr t 5 2ooe ~'TY MANAGER RE: City of Delray Beach -Resolution No 50-08 Interlocal Agreement with South Florida Regional Planning Council To Whom It May Concern: Pursuant to Florida Statutes, an ordinance or resolution adopted under Chapter 163.346 requires that notices to the taxing authorities be provided at least 15 days before the public hearing on second reading. Accordingly, this notice is provided to inform you that the City of Delray Beach is considering Resolution No. 50-08 for public hearing on second reading at the November 3, 2008 meeting of the City Commission. Per the statute, the City of Delray Beach is required to notify all taxing authorities which levy ad valorem taxes on property contained within the CRA district of this action. °A RESOLUTION OF THE CITY COMMISSION OF TFIE CITY OF DELRAY BEACH, FLORIDA, APPROVING AND AUTHORIZING THE INDEBTEDNESS BY THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $500,000 TO PAY THE COST OF BROWNFIELDS CLEANUP ACTIVITIES AND PAY COSTS OF ISSUANCE; AND PROVIDING AN EFFECTIVE DATE.° Resolution No. 50-08 will also be considered on first reading by the Delray Beach City Commission at its meeting of October 21, 2008. The meetings will take place at the City Commission Chambers in City Hall, 100 NW 1St Avenue, Delray Beach, at 6:00 p.ni. A copy of the {nterlocal Agreement can be obtained from the CRA upon request. If you have any questions regarding this matter please don't hesitate to contact me at (561) 276- 8640. Si rely, -., Diane Colonna Executive Director 20 North Swinton Avenue • Delray Beach, Florida 33444. 561-276-8640 • Fax 561-276-8558 RESOLUTION NO. 50-08 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, APPROVING AND AUTHORIZING THE INDEBTEDNESS BY THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $500,000 TO PAY THE COST OF BR,OWNFIELDS CLEANUP ACTIVITIES AND PAY COSTS OF ISSUANCE; AND ,PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Part III, Chapter 163, Florida Statutes (the "Redevelopment Act"), the City of Delray Beach, Florida (the "City") created and established the Delray Beach Community Redevelopment Agency (the "Agency"); and WHEREAS, the City Commission of the City found certain areas within the City to be slum or blighted areas within the meaning of the Redevelopment Act (the "Redevelopment Area"); and WHEREAS, the City Commission previously approved and adopted the Delray Beach Community Redevelopment Plan (the "Redevelopment Plan") in accordance with the Redevelopment Act; and WHEREAS, on September 25, 2008, the Agency adopted a Resolution (the "Resolution") authorizing the Agency to enter into an Interlocal Agreement (the "Interlocal Agreement") with the South Florida Regional Planning Council ("Council") to provide for a loan to finance a portion of the costs of Brownfields cleanup activities and costs of issuance in an amount not to exceed $500,000; and WHEREAS, Section 163.385, Florida Statutes, requires the authorization or approval of the City Commission, as the governing body which created the Agency, for the indebtedness to be incurred by the Agency pursuant to the Interlocal Agreement; NOW THEREFORE, BE IT RESOLVED by the City Commission of the City of Delray Beach, Florida, as follows: SECTION 1. Annroval and Authorization of Interlocal Agreement. Pursuant to and for the purposes of Section 163.385, Florida Statutes, the City Commission hereby approves and authorizes the indebtedness to be incurred by the Agency (the "Loan") upon the terms, criteria and conditions provided in the Interlocal Agreement for the purposes mentioned above, and the City Commission does hereby further approve the execution, delivery and performance by the Agency of the Interlocal Agreement. It is hereby ascertained, determined and declared that, because of the characteristics of the Loan, prevailing and anticipated market conditions, and savings to be realized in an expeditious Loan, it is in the best interests of the City and the Agency for the Agency to enter into the Loan subject to the terms, conditions and criteria provided in the Interlocal Agreement. The City covenants that it will not reduce the boundaries of the Agency while the Loan is outstanding. SECTION 2. Effective Date. This Resolution shall become effective immediately upon its adoption. This Resolution was passed and adopted at a meeting of the City Commission of the City of Delray Beach, Florida on this day of , 2008. CITY OF DELRAY BEACH, FLORIDA By Mayor (SEAL) ATTEST: City Clerk Approved as to form and legality. City Attorney, City of Delray Beach, Florida # 5678747_v2 2 a 0 r, 0 U to 3 c ca U O W O O N «') N N N .o 0 U O T co 2~. A T ti rn %'N Z L V N CO T R ao e c O (6 ca U O m NOTICES 100 ANNOUNCEMENTS CITY OF DELflAY BEACH,FLORIDA NOTICE OF PUBLIC HEARING 4 PUBLIC HEARING will be held on he following proposed ordinances and resolution at 7:00 p.m. on MON- )AY, NOVEMBER 3, 2008 (or at any bntinuation of such meetirg which is set by the Commission), in the City Commission Chambers, 100 N.W. 151 4venue, Delray Beach, Florida, at which time the Ciry Commission will consider their adoption. The proposed ~ ordinances and resolution may be in-'~ spect¢d ai the OFrce of the City Clerk at City Hall, 100 N.W. 1st Avenue, Delray Beach, Florida, behveen thel hours of 8:00 a.m. and 5:00 p.m.,'~. Monday through Friday, except holi-'. days. All interested parties are imAed' to adend and be heard with respect to the proposed ordinances and resolu- tion. ORDINANCE N0.48-08 AN ORDINANCE OF THE CITY COM- MISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AMENDING CHAPTER 96, °FIRE SAFETY AND EMERGENCY SERVICES", OF THE CODE OF ORDINANCES OF THE CITY OF DELRAY BEACH, BY AMENDING SECTION 96.66. "EMERGENCY MEDICAL TRANS- PORTATION FEES", SUBSECTION 96.66(A), TO ADJUST THE FEE SCHEDULE FOR EMERGENCY MEDICAL TRANSPORTATION IN AC- CORDANCE WITH THE NATIONAL AMBULANCE FEE SCHEDULE;PRO- VIDING ASAVING CLAUSE, A GEN- ERAL REPEALER CLAUSE AND AN EFFECTIVE DATE. ORDINANCE N0.49.08 AN ORDINANCE OF THE CITY COM- MISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AMENDING CHAPTER 71, °PARKING RE.GULA• TIONS" OF THE CODE OF ORDI- NANCES BY AMENDING SECTION 71.060, °PARKING METER PER- MITS", TO PROVIDE FOR A CHANGE IN FEES CHARGED FOR PARKING PERMITS; PROVIDING A SAVING CLAUSE, A GENERAL REPEALER CLAUSE, AND AN EFFECTIVE DATE. °, RESOLUTION N0.50-08 A RESOLUTION OF THE CITY COM- MISSION OF THE CITY OF DELRAY BEACH, FLORIDA, APPROVING ANO AUTHORIZING THE INDEBTED- NESS BY THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY IN AN AGGREGATE PRIN- CIPAL AMOUNT OF NOT TO EX- CEED $500,000 TO PAY THE COST OF BROWNFIELOS CLEANUP AC• TIVITIES AND PAY COSTS OF IS• SUANCE; AND PROVIDING AN EF- FECTIVE DATE. Please he advised that it a person de- cides~to appeal any decision made by the City Commission with respect to any matter considered at Iheee hear- ings, such person may need le ensure That a verbatim record includes the testimony and evidence upon which the appeal is to he based. The City does not provide nor prepare such record pursuant to ES.286.0105. CITY OF DELRAY BEACH Chevetle D. Nubin, CMC Ciry Clerk Publish: Friday, October 24, 2008 Rnra Rar~nmetrav Ream New< ~e . ICS v~