HomeMy WebLinkAboutR-95-0888J--95-1031 QQ
12/06/95 RESOLUTION NOO 5 " 888
A RESOLUTION, WITH ATTACHMENTS, AUTHORIZING
THE CITY MANAGER TO EXECUTE CERTAIN
AGREEMENTS, IN SUBSTANTIALLY THE FORM
ATTACHED, WITH (1) NEW WORLD CENTER
FOUNDATION, INC. D/B/A DOWNTOWN MIAMI
COMMUNITY DEVELOPMENT COALITION, INC. AND
WEST BRICKELL APARTMENTS, LTD., (2) FLORIDA
HOUSING FINANCE AGENCY, AND (3) WEST BRICKELL
APARTMENTS, LTD. FOR THE PURPOSE OF
FINALIZING THE FINANCING FOR THE DEVELOPMENT
OF ONE HUNDRED THIRTY (130) UNITS OF
AFFORDABLE HOUSING ON THE PROPERTY LOCATED AT
SOUTHWEST 10TH STREET AND SOUTHWEST 2ND
AVENUE, MIAMI, FLORIDA. r
WHEREAS, pursuant to Resolution No. 95-561, adopted by the
City Commission on July 13, 1995, the City Manager was
authorized, inter alia, to execute all the appropriate legal
documents required to carry out the development of one hundred
thirty (130) units of affordable housing on the property located
at Southwest loth Street and Southwest 2nd Avenue, Miami, Florida
(the 1°Project"), to be developed by the New World Center
Foundation, Inc., d/b/a the Downtown Miami Community Development
Coalition, Inc. (the "Developer"); and
WHEREAS, in accordance with said Resolution, the Developer
delivered to the City that certain Mortgage dated August 24,
1995, filed September 5, 1995 in Official Records Book 16997,
Page 500, Public Records of Dade County, Florida (the "City
�rr.ssrrrswcan�+s
BY:�6`-ss
ATTACHMENT•(S)
CITY COMMISSION
MEETING OF
DEC 0 7 1995
Resolution No,
95- 888
performance of the covenants therein contained and the payment of
a note made by the Developer to the City of even date with the
City Mortgage in the principal sum of Six Hundred Eighty Eight
Thousand Dollars ($688,000); and
WHEREAS, Section 5 of the City Mortgage contemplates that
the lien of the City Mortgage may be subordinate to certain
construction loan financing, subject to review and acceptance of
the City Commission; and
WHEREAS, Developer has secured financing CNB in the amount
of Two Million Four Hundred Thousand Dollars ($2,400,000) to be
secured by a Mortgage and Security Agreement (the 1ICNB"
Mortgage); and
WHEREAS, the Developer has requested that the lien of the
City Mortgage be made subordinate and inferior to the lien of the
CNB Mortgage as secured by the CNB Note in the principal sum of
Two Million Four Hundred. Thousand Dollars ($2,400,000); and
1 WHEREAS, Section 11-111 of the City.Mortgage authorizes the
City to declare, at it option and sole discretion, all or any
part of the indebtedness owed by Developer immediately due and
payable in the event Developer sells, leases or transfers the
mortgaged property or any part thereof, without written notice of
and prior consent of the City; and
WHEREAS, Developer has formed a limited partnership known as
West Brickell Apartments, Ltd., with the Developer as the sole
general partner and desires to transfer its interest in the
2 -
95-- 888
Project to said partnership to facilitate the development of the
Project; and
WHEREAS, Developer has also secured financing from the
Florida Housing Finance Agency in the amount of Four Hundred
Eighty Nine Thousand Nine Hundred Thirty -Nine Dollars
($489939.), to be secured by a Mortgage and Security Agreement
and other forms of security; however, Agency is only willing to
make the Agency Loan on the condition that the lien of the City
Mortgage and Agency Loan shall be co -equal in lien priority;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are hereby adopted by reference
thereto and incorporated herein as if fully set forth herein.
Section 2. The City Manager is hereby authorized to
enter into those certain Agreements, under the terms and
conditions set forth therein, in substantially the form attached
with (1) New World Center Foundation, Inca d/b/a as Downtown
Miami Community Development Coalition, Inc. and West Brickell
Apartments, Ltd., (2) the Florida Housing Finance Agency, and (3)
I
West Brickell Apartments, Ltd. for the purpose of finalizing the
financing for the development of One Hundred and Thirty units of
affordable housing on the property located at Southwest 10th
Street and Southwest 2nd Avenue, Miami, Florida.
Section 3. This Resolution shall become effective
immediately upon its adoption.
- 3 -
- 4 -
g5- 888
a,
This Instrument Was P-Qpared By:
Brian 7, McDonough, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler St., Suite 2200
Miami, Florida 33130
Record and Return To:
Brian J. McDonough, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler St., Suite 2200
Miami, Florida 33130
(RESERVED)
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT, dated as of this day of
December, 1995, is made by and between CITY OF MIAMI, a municipal
corporation of the State of Florida, acting by and through the
Director of the Department of NET, Housing Division, whose address
is DuPont Plaza Center, 300 Biscayne Boulevard Way, Suite 401,
Miami, Florida 33131 (the "City"), and WEST BRICKELL APARTMENTS,
LTD., a Florida limited partnership, whose address is 25 S.E.
Second Avenue, Suite 828, Miami, Florida 33131 ("Owner").
RECITALS:
A. New World Center Foundation, Inc. d/b/a Downtown Miami
Community Development Coalition ("CDC") delivered to the City that
certain Mortgage dated August 24, 1995, filed September 5, 1995 in
Official Records Book 16907, Page 800, Public Records of Dade
County, Florida (the "City Mortgage") encumbering certain real
property more particularly described in Exhibit "A" attached hereto
(the "Property") to secure the performance of the covenants
therein contained and the payment of a note made by the CDC to the
City of even date with the City Mortgage in the principal sum of
SIX HUNDRED EIGHTY EIGHT THOUSAND DOLLARS ($688,000) (the "City
Note"). Hereinafter, the City Note and City Mortgage are
collectively referred to as the "City Loan Documents".
B. Concurrently herewith, the CDC has transferred title to
the Property to the Owner, subject to the City Loan Documents.
C . As of the date hereof, the City is the sole owner and
beneficiary of the City Loan Documents.
D. As of the date hereof, (i) the total outstanding amount
of principal, interest and other charges due under the City Note is
$688,000, and (ii) there is no default or event which by notice or
the passage of time would constitute an event of default under the
City Loan Documents.
95- 888
E. Pursuant to that certain Mortgage and Security Agreement
dated December 1995, and recorded under Clerk's File No.
ofthePublic Records of Dade County, Florida (the
"CNB Mortgage"), the Owner has encumbered the Property to secure
performance of the covenants therein contained and the payment of
a Promissory Note made by Owner payable to CNB of even.date with
the CNB Mortgage in the principal sum of TWO MILLION FOUR HUNDRED
THOUSAND DOLLARS ($2,400,000.00) (the "CNB Note"). Hereinafter,
the CNB Note and the CNB Mortgage are collectively referred to as
the "CNB Loan Documents".
F. Section 5 of the City Mortgage contemplates that the lien
of the City Mortgage may be subordinated to certain construction
loan financing. Owner has requested that the lien of the City Loan
Documents be made subordinate and inferior to the lien of the CNB
Loan Documents, and the City has agreed to such subordination.
For and in consideration of the sum of TEN DOLLARS ($10.00) in
hand paid to the City and other good and valuable considerations,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereto covenant and agree as follows:
1. Recitals. The above recitals are true and correct and
any instruments referred to therein are incorporated herein.
2. Subordination and Ratification. The lien of the City Loan
Documents on the Property is hereby made subject, subordinate, and
inferior to the lien and priority of the CNB Loan Documents, and
that, except for such subordination, all other terms and conditions
of the City Loan Documents are ratified and confirmed.
IN WITNESS WHEREOF, the City, the Owner and CNB have caused
this Subordination Agreement to be executed on the dates set forth
below.
Witnesses: CITY OF MIAMI, a municipal
corporation of the State of Florida,
acting by and through the Director of
the Department of NET, Housing
Division
Printed Name:
Printed Name:
By:
Name:
-2-
• • .
Witnesses: WEST BRICKELL APARTMENTS, LTD.,
a Florida limited partnership
By: New World Center Foundation,
Print Name: _ Inc., a Florida corporation not
for profit, its sole general
partner
Print Name:
By.
Approved as to Form and Lynn B. Lewis, Vice
Correctness: Chairman
Al
..Qtn J n
City't n y
STATE VFFLORIDA
)
SS:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this
day of December, 1995, by as Director of
the Department.of NET, Housing Division, on behalf of the City of
Miami, a municipal corporation of the State of Florida. He/She is
personally known to me or has produced a Florida driver's license
as identification.
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
-3-
STATE OF FLORIDA )
SS:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this
day of December, 1995, by Lynn B. Lewis, as Vice Chairman of New
World Center Foundation, Inc., d/b/a Downtown Miami Community
Development Coalition, the sole general partner of West Brickell
Apartments, Ltd., a Florida limited partnership, on behalf of the
corporation and as an act of the partnership. She is personally
known to me or has produced as
identification.
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
G:\W-BJM\30364\212\SUS-AGT
-4-
EMIBIT "All
Legal Description
` This Instrument Was Prr ' ' red By -
Brian J. McDonough, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
1SO West Flagler St., Suite 2200
Miami, Florida 33130
Record and Return To:
Brian J. McDonough, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler St., Suite 2200
Miami, Florida 33130
(RESERVED)
i' CONSENT AND ACKNOWLEDGMENT -OF MORTGAGEES
THIS CONSENT AND ACKNOWLEDGMENT OF MORTGAGEES is dated the
day of December, 1995 and is entered into by and between CITY
OF MIAMI, a municipal corporation of the State of Florida, acting
by and through the Director of the Department of NET, Housing
Division (the "City"), whose address is DuPont Plaza Center, 300
Biscayne Boulevard Way, Suite 401, Miami, Florida 33131, and the
FLORIDA HOUSING FINANCE AGENCY, an agency and instrumentality of
the State of Florida (the "Agency"), whose address is 227 North
Bronough Street, Suite 5000, Tallahassee, Florida 32301-1329.
RECITALS
- A. On August 24, 1995, the City made a loan (the "City
Loan") to the New World Center Foundation, Inc., d/b/a Downtown
Miami Community Development Coalition (the "CDC"), evidenced by a
Promissory Note made by the CDC in favor of the City in the
original principal amount of $688,000.00 (the "Note"), which Note
is secured by a Mortgage (the "Mortgage") dated August 24, 1995,
from the CDC in favor of the City, recorded in Official Records
Book 16907, at Page 800, of the Public Records of Dade County,
Florida. The Note and Mortgage are hereinafter collectively
referred to as the "City Security Documents".
B. Concurrently herewith, the CDC is transferring title to
the property encumbered by the Mortgage to West Brickell
Apartments, Ltd., a Florida limited partnership ("West Brickell")
subject to the City Security Documents.
C. Concurrently herewith the Agency is making certain loans
totalling $489,939.00 (collectively the "Agency Loan") to West
Brickell which Agency Loan shall be evidenced by a promissory note
from West Brickell to the Agency (the "Agency Note") and shall be
I secured by a Mortgage and Security Agreement dated on even date
j 95- 888
y.�
herewith given by West Brickell in favor of the Agency (the "Agency
Mortgage"), a Collateral Assignment of Leases, Rents and Contract
Rights given by West Brickell in favor of the Agency (the "Agency
Assignment") and by a UCC-1 Financing Statement in favor of the
Agency (the "Agency UCC-111). (The Agency Note, Agency Mortgage,
Agency Assignment and Agency UCC-1 are hereinafter collectively
referred to as the "Agency Security Documents").
D. The Agency is willing to make the Agency Loan to West
Brickell on the condition that the City Security Documents and the
Agency Security Documents shall be co -equal in lien priority. The
City has agreed to such co -equal lien priority as more particularly
set forth herein.
NOW, THEREFORE, for and in consideration of Ten Dollars
($10.00), the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the City and Agency do hereby
agree as follows:
1. Recitals. The Recitals are true and correct and are
hereby incorporated by this reference.
2. Lien Priority of City Security Documents and Agency
Security Documents. The City and the Agency acknowledge that the
lien priority of their respective security documents shall be of
equal dignity and priority. It is the intention of the Agency and
the City that a specific consent be recorded in the Public Records
of Dade County, Florida, setting forth the equal lien priority of
the City Security Documents and the Agency Security Documents.
Therefore, the Agency and the City do hereby declare as follows:
The Agency Security Documents and the City Security
Documents shall, for all purposes, be deemed to be of
equal dignity and lien priority notwithstanding .the
timing of the recording of any or all of such documents,
it being the intention of the parties hereto that the
order of recording shall not be considered in determining
the lien priority of each of the Agency Security
Documents and the City Security Documents.
-2-
IN WITNESS WHEREOF, the undersigned persons have executed this
Consent and Acknowledgment this day of December, 1995.
Signed,
sealed and delivered
in the
presence of:
Print
Name:
Print
Name:
Print
Name:
Print
Name:
CITY:
CITY OF MIAMI, a municipal
corporation of the State of Florida,
acting by and through the Director
of the Department of NET, Housing
Division
By:
Name:
AGENCY:
FLORIDA HOUSING FINANCE AGENCY,
an agency and instrumentality of
the State of Florida
By:
Susan Leigh,
Executive Director
[Acknowledgments Appear on Next Page]
Approved as to Form and Correctness:
-3-
Si
STATE OF FLORIDA )
SS:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this
day of December 1995, by as Director of
fd the Department of NET, Housing Division, acting behalf of CITY OF
MIAMI, a municipal corporation of the State of Florida. An oath
was not taken.
Personally Knowri OR Produced Identification
Type of Identification Produced
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
STATE OF FLORIDA )
SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of December, 1995, by Susan Leigh, as Executive Director of the
Florida Housing Finance Agency, an agency and instrumentality of
the State of Florida. An oath was not taken.
Personally Known OR Produced Identification
Type of Identification Produced
i
i
? GAW—$]M\30364\212\C0N-ACK.MTG
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
-4-
95- 888
AGREEMENT RgGARDING LOAN AND PROPERTY
($688,000 Loan from City of Miami)
THIS AGREEMENT REGARDING LOAN AND PROPERTY (the "Agreement")
is made as of the day of December, 1995, by and between THE CITY
OF MIAMI, a Florida municipal corporation, acting by and through
the Director of the Department of NET, Housing Division (the
"City"), having its principal office at Dupont Plaza Center, 300
South Biscayne Boulevard Way, Suite 401, Miami, Florida 33131, NEW
WORLD CENTER FOUNDATION, INC., D/B/A "DOWNTOWN MIAMI COMMUNITY
DEVELOPMENT COALITION, INC., a Florida not -for -profit corporation
(the "CDC") , having its address at 25 S.E. Second Avenue, Suite
828, Miami, Florida 33131 and WEST BRICKELL APARTMENTS, LTD., a
Florida limited partnership (the "Partnership"), having its address
at 25 S.E. Second Avenue, Miami, Florida 33131.
Recitals
A. The City made a loan in the original principal amount of
$688,000 (the "City Loan") to the CDC, which City Loan is evidenced
by that certain Promissory Note dated as of August 24, 1995, and
secured by a Mortgage dated as of August 24, 1995, recorded in
Official Records Book 16907, at Page 800, of the Public Records of
Dade County, Florida (the "Mortgage"). The purpose of the City
Loan was to provide funds to the CDC for the acquisition of an
approximately one -acre parcel of real property located in Miami,
Florida, as more particularly described on Exhibit "A" attached
hereto (the "Property").
B. In furtherance of the development of the Property, the
CDC has formed the Partnership for the purpose of developing the
Property and constructing a 130-unit affordable housing apartment
community thereon. The CDC is the sole general partner of the
Partnership.
{ C. The CDC desires to transfer the Property to the
Partnership to facilitate the development of the Property; Section
11(e) of the Mortgage provides that the CDC shall not transfer
title to the Property without the prior consent of the City.
D. The City, CDC and the Partnership now desire to enter
into this Agreement in order (i) to provide for notice to the
Partnership of any default by the CDC under the City Loan, with an
opportunity to cure same and (ii) to evidence the City' s consent to
the transfer of the Property from the CDC to the Partnership.
AGREEMENT
NOW, THEREFORE, in consideration of the sum of TEN DOLLARS
($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the City, the CDC and
the Partnership, hereby agree as follows:
1. Recitals. The above Recitals are true and correct
and by this reference are incorporated as if fully set forth
herein.
2. Notice of Default. The City hereby agrees to give
written notice to the Partnership, at the address set forth in the
Preamble to this Agreement, of any "Events of Default" (as said
term is defined in Section 11(e) of the Mortgage) by the CDC under
the Mortgage or any document executed in connection therewith,
which Event of Default remains uncured upon the expiration of any
applicable cure period, and to afford the Partnership thirty (30)
additional days (or such longer period as may be permitted under
the loan documents) during which the Partnership shall have the
right, but not the obligation, to cure such default. Any cure of
such default by the Partnership shall be deemed a cure of such
default by the CDC.
3. Consent to Transfer. The City hereby consents to
the transfer of the Property from the CDC to the Partnership. Such
consent is not intended to diminish the existing lien and/or
priority of the 'lien of the Mortgage.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of
the day and year first above written.
Signed, sealed and
delivered in the PARTNERSHIP:
presence of:
WEST BRICKELL APARTMENTS, LTD.,
a Florida limited partnership
;r
1
'j
k:
By: NEW WORLD CENTER FOUNDATION,
INC. d/b/a Downtown Miami Community
Development Coalition, Inc., a
Florida not -for -profit corporation,
general partner
By:
Name•
Title
(CORPORATE SEAL]
-2-
95- 888
CDC:
NEW WORLD CENTER FOUNDATION,
INC. d/b/a Downtown Miami Community
Development Coalition,. Inc., a
Florida not -for -profit corporation
By:
Name:
Title:
[CORPORATE SEAL]
CITY:
THE CITY OF MIAMI, a Florida
municipal corporation, acting by and
through the Director of the
Department of NET, Housing Division
By:
Name:
Title:
Approved as to Form and Correctness:
-3-
95- 888
IT`
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO : DATE : FILE
The Honors a Mayor and Members December 7, 1995
ray�or
SUBJECT
Emergency Pocket Item
FROM : REFERENCES:
ENCLOSURES:
I would like to bring up as an emergency pocket item at the December 7, 1995 City
Commission meeting the Downtown Miami Community Development Coalition's
request to close on all funding by December 26, 1995 on the West Brickell Apartments
Loan Closing. The actions that the Commission needs to take today so that the closing
can take place on December 26, 1995 are-
a. Transfer the property which we acquired with the CD Block Rent Funds
to a wholly owned subsidiary of the CDC which will be the development
entity for this 130 unit affordable housing project.
b. To allow subordination of the property to our first mortgage holder and
our construction lender. The City will assume a co -second position with
the State of Florida. We are moving to closing within the next 10 days
and this property must be subordinated to our debt financing.
I am attaching a list of sources of financing for this project and as common practice the
construction lender and the first mortgage lender will require a first mortgage position,
the City will retain a second -mortgage position. The City Attorney has prepared the
necessary resolution to accomplish the above actions.
Thank you for your cooperation.
WG/rr
cc: Cesar Odio, City Manager
A. Quinn Jones, City Attorney
Walter Foeman, City Clerk
West 18rickell Apartments Ltd.
Pirst Mortgage Low
1,700,000
FIFA SAIL Loan (Cycle VII)
201,000
FWA SAIL Loan (Cycle VII4
288,939
Impact Pee Waivers
189,915
LIHTC Equity
6,645,360
General Partner Loam to Borrower;
(Sources of capltao
Homeless Trust
850.000
City of Miami
689.000
ARP Subsidy
585,000
Total Sources
11,148,214
i
t
4,
95- 888