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Home My WebLink AboutR-90-0126lot J-90-99 1/30/90 RESOLUTION NO. 90 tM A RESOLUTION TERMINATING THE LEASE AND DEVELOPMENT AGREEMENT BETWEEN THE ODESSA, LTD., AS TENANT AND THE CITY OF MIAMI, AS LANDLORD, DATED JUNE 15, 1988, FOR BLOCK 55 OF THE SOUTHEAST OVERTOWN/PARR WEST REDEVELOPMENT PROJECT AND RESCINDING ALL DEVELOPMENT RIGHTS TO BLOCKS 45, 55, AND 56 OF SAID PROJECT. WHEREAS, the City Commission by Resolution No. 82-755 approved, in principle, the Southeast Overtown/Park West Redevelopment plan; and WHEREAS, the City Commission by Resolution No. 84-893 authorized the City Manager to issue a Request for Unified Development Project Proposals for Phase I of the Southeast Overtown/Park West Redevelopment Project (hereinafter the Project"); and WHEREAS, the City Commission by Resolution No. 85-393 approved the City Manager's recommendation of Circa/Barness/Sawyer, as the development entity (hereinafter "Developer"), to develop Parcel No. 45, Parcel No. 55 and Parcel No. 56 of the Project in accordance with the development proposal submitted; and WHEREAS, the City Commission by Resolution No. 85-393 directed the City Manager to negotiate a land disposition agreement with the Developer; and WHEREAS, the City Commission by Resolution No. 85-754 established guidelines to be used by the City Manager in allocating $10,000,000 of Community Development Float Funds (hereinafter "CD Float") as loans for interim financing of community development activities; and WHEREAS, the City Commission by Resolution No. 85-755 authorized the City Manager to use the CD Float for development within the Project; and CITY COMMISSION MEETING OF FEB 7 1990 r�� K7 WHEREAS, Developer requested a CD Float loan. in the amount of $7.5 Million and was approved for said loan provided that the guidelines established by the City Commission were met; and WHEREAS, numerous efforts were made by the City to consummate a CD Float Agreement with Developer, to no avail clue to the Developer's inability to provide the City with security for the loan as required; and WHEREAS, on August 25, 1986, by Resolution No. 86-50 the Dade County Housing Finance Authority (hereinafter "HFA") approved in principal the development of the Odessa Project (hereinafter the "Odessa") by Developer and financing through the issuance of multifamily mortgage revenue bonds not to exceed $5. Million (hereinafter the "Bonds"); and WHEREAS, on February 12, 1987, the City Commission by Resolution No. 87-141.1 authorized and directed the City Manager to execute the Land Disposition and Development Agreement with Developer for the development of Parcel No. 55 of the Project and stipulated that the Developer was to initiate construction within one year; and WHEREAS, on August 23, 1987, by Resolution No. 87-03 the HFA extended the inducement period to August 25, 1987 and increased the amount of Bonds to $7.5 million; and WHEREAS, on March 17, 1987, Metropolitan Dade County Commission (hereinafter "Dade County") by Resolution No. 87-340, approved the allocation of $1,070,000 of Surtax Funds for the Odessa and required the Developer to commence construction within six (6) months after the approval and to complete construction within twenty-four (24) months of commencement; and WHEREAS, on March 23, 1987, by Resolution No. 87-08, the HFA recommended that Dade County approve the issuance of $7.5 Million in Bonds for the Odessa; and WHEREAS, on October 5, 1987, by Resolution No. 87-26 the HFA extended the inducement period to February 25, 1988 upon the request of the Developer; and - 2- Vu""014 'I I WHEREAS, on February 18. 1988, by Resolution No. 88-157 the City Commission extended the deadline for the initiation of construction on Parcel No. 55 to June 15, 1988, and stipulated that if construction had not begun on the specified date, the Developer would lose its development rights for Parcels No. 45, 55, and 56 of the Project; and WHEREAS, on April 25, 1988, by Resolution No. 88-02, the HFA extended the inducement period to August 25, 1988; and WHEREAS, on April 25, 1988, by Resolution No. 88-03, the HFA ratified all previous actions taken by the HFA with respect to the Odessa and recommended that the Dade County Commission approve the sale of the Bonds to finance the Odessa; and WHEREAS, on April 25, 1988, by Resolution No. 88-04 the HFA authorized the issuance of $7.5 Million multifamily mortgage revenue bonds for the Odessa; and WHEREAS, on June 7, 1988, by Resolution No. 691-88 Dade County approved a six month extension of time for construction start-up together with a twenty-four month extension of time for the completion of the Odessa providing for the Developer's continued participation in the Housing Assistance Loan Program; and WHEREAS, on June 5, 1988, the Lease and Development Agreement (hereinafter the "Agreement") between the City and the Odessa, Ltd. was executed; and WHEREAS, on July 5, 1988, by Resolution No. 866-88, Dade County approved new repayment terms of the $7.5 Million bond loan requested by the Developer; and WHEREAS, on July 20, 1988, Puller Mortgage Co. issued a letter of commitment for the FHA underwriting; and WHEREAS, on or about August 22, 1988, Neil Faggen attorney for Developer sent a letter to the City Manager, requesting an extension of the deadline to commerce construction due to environmental testing on the Odessa site and related issues to the construction financing for the Odessa; and WHEREAS, on or about August. 22, 1988, Puller Mortgage Co. Issued a letter. to Matthew Schwartz requesting extensive testing of the Odessa's soil for environmental contamination and hazardous materials; and WHEREAS, on or about October 11, 1988, the environmental concerns on the Odessa site were determined to be in consequential therefore no remediation was required and the Developer was so informed; and WHEREAS, on or about August 22, 1988, Neil Faggen sent a letter to the City Manager, constituting notice to the City of Miami of the existence of an "Unavoidable Delay" as defined in the Agreement due to the pending changes to the Tax Reform Act of 1986 making tax exempt bond financing difficult; and WHEREAS, the City contacted Congressman Claude Pepper to seek an exemption for the Project from the new tax law; and WHEREAS, on September 6, 1988, Congressman Pepper issued a letter to the Dade County Housing Authority, granting exemptions to the Project developers from the new tax law; and WHEREAS, on or about November 22, 1988, the Developer requested from the Dade County Surtax Board an extension of the construction start date; and WHEREAS, on January 17, 1989, by Resolution No. 17-89, Dade County approved a two and half (2 1/2) month extension of time for commencement of construction and completion of construction with regard to the surtax loan to Developer; and WHEREAS, on or about March 21, 1989, Developer indicated in a letter to Herbert Bailey,l its inability to secure financing for the Odessa due to the negative imaqe of Overtown and changers in federal regulations affecting bond financing; and a WHEREAS, on or about March 23, 1989 in a letter to Herbert Bailey, Developer proposed creating a 501(c) 3 corporation in order to use public purpose bonds for the. development of the Odessa and making payments in lieu of ad valorem taxes; and 1 City's authorized representative. -4- -i WHEREAS, on or about April 11, 1989, in a letter to _j Developer, Herbert Bailey requested a written proposal outlining i ; the Developer's proposed financing using public purpose bonds and advising Developer that the City Commission would have to approve =.! said proposal; and -i; WHEREAS, on or about May 5, 1989, Developer requested - changes in the language of the CD Float Agreement due to a change in the financing strategy for the Odessa; and - WHEREAS, on May 21, 1989, Developer requested approval to develop condominiums rather than rental apartments; and WHEREAS, on June 6, 1989 Developer provided the City with information regarding the size and proposed selling prices of the condominium units and indicated that construction was to commence 20-30 days after the approval of the CD Float Agreement; and WHEREAS, on or about June 15, 1989, the City Attorney s _3 Office analyzed the default provisions of the Agreement vis-a-vis -71 = the Developer's status as of that date; and WHEREAS, on or about June 23, 1989, the City Manager informed the Developer in writing of its default status and — allowed sixty (60) days to cure said default; and _ WHEREAS, on or about June 23, 1989, City informed the Developer that in order for the City to consider a new development plan for the construction of condominiums, a detailed written proposal to include firm commitment letters from Institutional Investors and/or Lender/Landlords for construction and permanent financing of the Odessa would have to be provided =� to the City; and =� WHEREAS, on or about August 11, 1989, Developer informed the ( City of its attempts to secure a letter -of -credit through Radnor —( Corporation, a real estate development company; and =— WHEREAS, on or about September 11, 1989, Developer informed the City of its successful attempt in securing a letter -of -credit from John Hansen Savings and Loan Association (hereinafter "John Hansen"); and 1 WHEREAS, on September 15, 1989, City representatives attended a meeting with Developer and representatives from John Hansen at which time the City requested a letter of commitment from John Hansen and information regarding its financial standing from a credible source; and WHEREAS, on September 20, 1989, the City received additional financial information on John Hansen; and WHEREAS, on or about October 11, 1989, the City's Finance Department after researching and evaluating Jahn Hansen's financial status concluded that John Hansen was a risky financial institution; and WHEREAS, notwithstanding the financial support provided by the City and Dade County to Developer, the Developer has not provided the City with reasonable evidence of a firm commitment or commitments from Institutional Investors or Lender/Landlords for construction and permanent financing of the Odessa as is required in Section 2.1(d)(ii) of the Agreement as a condition precedent to the Developer taking possession of the Odessa site; and WHEREAS, the City has satisfied its conditions precedent as set Forth in thy: Agreement; and WHEREAS, pursuant to Section 2.1(d) of the Agreement the City and Developer agreed that it is not the intention of either party to encumber the Property for an indefinite period of time during the period of satisfaction of their respective conditions precedent and that the party to benefit from such condition shall _ have the right exercisable in writing to terminate the Agreement; s � and WHEREAS, the Developer's failure to secure a firm commitment or commitments constitutes an Event of Default pursuant to =l Section 7.2 of the Agreement; and '? WHEREAS, pursuant to Section 7.1(a) of the Agreement, the failure of Developer to begin construction of the Odessa within one (1) year of the date of the Agreement, as such date may be extended by the provisions of Section 3.7, 3.13, and 7.5 of the -yi -6- Agreement and the Developer's failure to commence construction within sixty (60) days after receipt by Developer of written notice from the City of its default constitute an Event of Default; and WHEREAS, pursuant to Section 7.2 of the Agreement, as a remedy for Developer's default, the City has the right to terminate the Agreement and to rescind the Developer's development rights; 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 in this Section. Section 2. The Lease and Development Agreement for Block 55 of the Southeast Overtown/Park West Redevelopment Project between the Odessa, Ltd. , as tenant, and the City of Miami, as landlord, dated June 15, 1988, is hereby terminated. All of the development rights held by the Odessa, Ltd. for Blocks 45, 55, and 56 of the Southeast Overtown/Park West Redevelopment Project are hereby rescinded. Section 3. This Resolution shall become effective - immediately upon its adoption. PASSED AND ADOPTED this 7th day of February__, 1990. AVIER L. SUAREZ, ayor nmm m 11 City Clerk PREPARED AND APPROVED BY: Zt- L1NDA K. KEARSON Assistant City Attorney LKK/pb/M1354 - 7- APPROVED AS TO FORM AND CORRECTNESS: .. -.►-_- V x Zc J RG . L. ERNANDEZ City Atto ney 96 11 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Honorable Mayor and Members of the City Commission DATE : JAN 3 p 1990 FILE ; su6JECTTermination of Lease and �Itll� Development Agreement FROM: Cesar H . Od i o REFERENCES: City Manager ENCLOsu Regeting r City Commission of 2/7/90 RECOMMENDATION: It is respectfully recommended that the City Commission adopt the attached Resolution, terminating the Lease and Development Agreement between the Odessa, Ltd., as tenant and the City of Miami, as landlord, dated June 15, 1988, for Block 55 of the Southeast Overtown/Park West Community Redevelopment Project and rescinding all development rights to Blocks 45, 55, and 56 of said project. BACKGROUND: The Department of Development & Housing Conservation recommends that the City Commission terminate the Lease and Development Agreement with the Odessa, Ltd. for the Southeast Overtown/Park West Community Redevelopment project as well as rescind the development rights for blocks 45, 55, 56. By Resolution No. 86-393, the City Commission approved the City Manager's recommendation of Circa/Barness/Sawyer to develop block 55, known as the Odessa project. The City executed a Lease and Development Agreement with the Odessa, Ltd. on June 15, 1988. Despite numerous attempts with private and public finance entities, such as the Davie County Housing Finance Authority, the Dade County Surtax Board, and private financial institutions, the developer has not been able to provide backup financing for the CD Float loan that was approved by the City for the project. The City has made every attempt to assist the developer by extending the project deadlines a number of times; however, the developer has failed to provide financing and missed the new deadline every time. Enclosures Proposed Resolution Chronology of the Odessa Project Exhibits (1-64) 31 n CHRONOLOGY OF EVENTS RELATED TO THE ODESSA PROJECT 1/24/90 * June 20, 1986, letter from Barbara Bryan to Mario Marti of Dade County Special Housing Programs, expressing interest to submit application for surtax funds for the S.E. Overtown/Park (Jest Odessa Housing project (Exhibit 1). July 17, 1986, Barbara Bryan wrote a letter to Mario Marti. with respect to the status of application for surtax funds (Exhibit 2). July 7, 1986, Barbara Bryan sent a follow up letter to Peter Kopenits of Dade County.- HUD in reference to the prior meeting with him and Matthew Schwartz of the City for potential use of surtax funds (Exhibit 3). * August 25, 1986, Dade Country Housing Finance Authority Resolution No. 86-50, approving in principal the development of the Odessa project and financing through the issuance of multifamily mortgage revenue bonds not to exceed $5.0 million (Exhibit 4). * January 16, 1987, letters from Matthew Schwartz to the members of Dade County Surtax Board, requesting review of the surtax application form, prepared by Circa Ltd., seeking $1,070,000 of surtax funds and $7.2 million of HFA multifamily bond issue proceeds to finance the Odessa project (Exhibit 5). # February 129 1987, the City Resolution 87-141.1, authorizing the City Manager to execute the Land Disposition and Development Agreement with Circa/Barness/Sawyer for the development of Parcel No. 55 East of the Phase I of SEOPW Redevelopment project. The Resolution stipulated that the developer is to 'initiate construction within one year (Exhibit 6). February 23, 1987, Housing Finance Authority Resolution No. 87-03, extending the inducement period to August 25, 1987, and increasing the amount of bond issue to $7.5 million (Exhibit 7). * !March 17, 1987, Dade County Resolution No. 340-87, approving the allocation of $1,070,000 of surtax funds for the Odessa project. The Resolution required the developer to commence construction within 6 months after the approval and complete the entire project within 24 months of commencement (Exhibit 8) Project Name: The Odessa Developer : Circa/Barness/Sawyer 90-0126 q approve .he issuance of s7, mi i !.4.o'n Odessa project (Exhibit 9. September 14, 1987 , lstt%::r 1.r..m ahomas Fobi.— rtso7, Ladd'. County Attorney, to Darbara Brya,i, sending initia.'. drafts of mortgage and loan aGreementa (Exhibit 10). October ' S, 1987, Housing Finance Authority Resolution No. 87-26, extending the inducement period to February 25, 1988, upon the request of the developer (Exhibit 11).- February 18, 1988, the City Resolution No. 88-1579 extending the construction deadline to June 15, 1988. The Resolution further stated that the developer Mould loose its construction right should they fail to meet the construction deadline (exhibit 12). April 15, 1988, letter from Geoff Odle of Puller Mortgage Company to Peter Kopenits, requesting the approval of certain modifications in surtax loan agreement (Exhibit 13). April 20, 1988, letter from Peter Kopenits to Geoff Odle, approving the modifications in the loan agreement requested in the 4/15/88 letter (Exhibit 14). * April 22, 1988, letter from Gena Tursi of Puller Mortgage Company to Barbara Bryan, informing her of corrections made in the management documents (Exhibit 15). April 22, 1988, letter from Barbara Bryan to Peter Kopenits, requesting waiver to commence construction in June 1988 due to problems associated With project financing••(Exhibit 16). April 25, 1988, Housing Finance Authority Resolution No. 88-020 further extending the inducement, period to August 25, 1988 (Exhibit 17). April 25, 1988, Housing Finance Authority Resolution No. 88-03, ratifying all previous actions taken by, the Authority with spect to the Odessa project, and recommending the wade County Commission to approve the sale of bonds to finance the project (Exhibit 18). -2- (6 �"A April 25, 1988, Housing Finance Authority Resolution No. 88-04, authorizing funds not to excead $7.5 million multifamily mortgage revenue bonds for the Odessa project (Exhibit 19)• e May 2, 1988, letter from Barbara Bryan to Peter Kopenits, requesting :he approval of minor modifications in surtax and bond regulations. Approves', by Peter Kopenits on May 6, 1988 (Exhibit 20). * May 2, 1988, letter from William Wilson to Peter Kopenits, sending the property management contract and architectural plans for review (Exhibit 21). e May '19, 1988, letter from Barbara Bryan to Pete-r Kopenits, requesting six month waiver for construction commencement and changes in the terms of surtax loan (Exhibit 22). a May 199 11088, memorandum from Matthew Schwartz to City Manager, requesting a waiver for the SEOPW developers from the new Class C Permit fees (Exhibit 23). # May 24, 1988, letter from Barbara Bryan to Peter Kopenits, elaborating the changes requested in the May 19, 1988 letter and requesting the approval of the surtax board at its May 26, 1988 meeting (Exhibit 24). June 3, 1988, letter from the City Manager to William Wilson, requesting proof of financial ability to undertake the Odessa project (Exhibit 25). e June 6, 1988, letter from Barbara Bryan to Pete.- Kopenits, requesting copies of Surtax Board Resolution adopted on May 26, 1988 and Dade County Resolution No. 691--88 (Exhibit 26) . June 7, 1988, Dade County Resolution No. 691-88, extending the construction deadline for 6 months and 24 months extension for the project completion (Exhibit 27). I June 15, 1988, the Land Lease Agreement between tie City and Circa/Barness/Sawyer is executed by both parties (Exhibit 28). June 15, 1988, memorandum from James Kay of Department of Public Works to Linda Kearson, informing her that the Odessa project met all subdivision requirements. of the City (Exhibit 29). -3- 126 1s.3f: b c 1. req nested by T.h,. Ica Ltd . on May 19 xf; +.bi', 301- * 3u?y 11, 1988, letter from Nail Faggen to Matthew Schwartz, finding the 7/15/88 memorandum from Jamea Kay tc Linda Kearson not an acceptable action satisfying A. Paragraph 2.1(d) of the lease agreement (Exhibit 31). July 119 1988, letter from Neil Faggen to Matthew Schwartz, explaining the potential problems with Dade County and their implications on the developer and project (Exhibit 32). July 20, 1988, Puller Mortgage Co. issued a letter of commitment for the FHA underwriting (Exhibit 33). 91 July 25, 1988, letter from Peter Kopenits to Barbara Bryan, sending a copy of the Dade County Resolution 866-88, and informing her that Tom Robertson, Assistant County Attorney was assigned to handle the loan closing (Exhibit 34). August 22, 1988, Neil Faggen, attorney for William Wilson, sent a letter to the City Manager, requesting an extension on deadline to commence construction due to environmental testing and related issues preventing loan closing (Exhibit 35). August 22, 1988, the Puller Mortgage issued a letter to Matthew Schwartz, requesting extensive testing of the soil for environmental contamination and hazard (Exhibit 36). August 22, 1988, Neil Faggen sent a letter to the City Manager, seeking "unavoidable delay" of Section 7.5 of the Agreement. Changes in the tax law of 1986 making tax-exempt bond financing difficult. The project will be delayed until financial issues are resolved. The City contacted Congressman Pepper to seek an exemption: for the SEOPW projects from the new tax law (Exhibit 37). September 6, 1988, Congressman Pepper issued a letter to the Dade County Housing Finance Authority, granting exemption to the Phase I housing developments of SEOP4i from the new tax law (Exhibit 38). - 4 - Oetvber 6, 1938, letter from Neil r'a_gen to Herber Bailey, indicating his reluctance to accept a copy of building permit 88-6744 as evidence of the developer's compliance with zoning and subdivision requirements (Exhibit 39). November 1, 19889 the Odessa Ltd. issued a staterent, outlining the steps before the loan closing on December 5, 1988 (Exhibit 40). e November 22, 1988, Barbara Bryan wrote a letter to the Dade County Surtax Board, requesting a 60-day extension of the construction start date (Exhibit 41). December 7, 1988s letter from Linda Kearson to Jack Lewis of Puller Mortgage, informing him of the changes made to the CD Float Agreement between the City and Miami Capital, Inc., Odessa, Ltd., Fuller Mortgage, Inc. and Florida National B#nk (Exhibit 42). * January 17, 1989, Dade County Resolution No. 17-899 approving two and one-half months extension of time for commencement of construction and completion of construction with regard to surtax loan to Circa Ltd. for the Odessa project (Exhibit 43). e March 13, 1989, letter from Bill Sawyer to Mayor Suarez, expressing his continual interest to pursue the Odessa project, should Circa Ltd. not secure financing (Exhibit 44-A). e March 21, 1989, letter from Robert Sechen, attorney for Bill Sawyer, to Mayor Suarez, making certain clarifications with respect to Mr. Sawyer's position on the Odessa project (Exhibit 44-B). e March 21,. 1989, letter from William Wilson to Herbert Bailey, stating they were unable to secure financing for the Odessa project due to the negative image of Overtown, changes in federal regulations affecting bond financing. Opposition of Mr. Sawyer to bond financing; Fuller still interested as an underwriter (Exhibit 45). March 23, 1989, letter from William Wilson to Herbert Bailey with respect to creating a 501(c)3 corporation to use public purpose bonds and making payments in Lieu of ad valorem taxes (Exhibit 46). -5- 90-01 d C'_ :rail :•a a:l _.vti �• {'t_:i�1,.ti�. i{�J �:? r.ne �r an 1 r.•i'r�r...�q.y. �c ' u�al act in_ nL�eae, to approve the new financing a'an �(i:xhib t 147) May 5, 19899 letter from W.Liliam wilson to Herbert Bailey, seeking approval to make changes in the language of CD Float :agreement, replacing, escrows/GLC's/PLC's with letter of credit:. A.r� reference to construction date (Exhibit 48). May 21, 1989, letter from William Wilson to Herbert Bailey, requesting approval to change from rental apartments to condominiums. No reference to date of construction (Exhibit 49). June 6, 1989, letter from William Wilson to Herbert Bailey, informing the size and proposed selling prices of the condominium units. Construction to begin 20-30 days after the approval bf the CD Float agreement (Exhibit 50). * June 15, 1989, memorandum from Linda Kearson to Herbert* Bailey, explaining how the default provisions of the land lease agreement applied to the current statu3 of the developer of the Odessa project (Exhibit 51). June 15, 1989, letter from David Lebor to Linda Kearson, seeking a written confirmation from the City that proposed change to condominium status of tiie project was approved (Exhibit 52). June 23, 1989, letter from City Manager to William Wilson, the Odessa developer is in default by not initiating construction by June 15, 1989. Requesting the developer to respond within 60 days (Exhibit 53)• -July 14, •,1989, letter from Herbert Bailey to Barbara Bryan with respect to the City's 46-hour call-baci: policy for the CD Float (Exhibit 54). July 181, 19899 letter from David Lebor, William Wilson's attorney, to City Manager, responding to the 6/21/89 letter, rejecting the claim of default on tie basis of problems that the developer was con:ronred with title and environmental problems (Exhibit 55;•. +� August 10, 1989, memorandum from Linda Kearson to Herbert Bailey, negating the allegations made by David Lebor in his 7/18/89 letter (Exhibit 56). G l 7 August 11, 1989, letter from Willia^? Wilson Bailey, informing hi3 attempts to s::cure a' - credit through Radnor Corporation, a real estate -_ development company. No reference made to da`-.e of construction (Exhibit 57). * September 8, 1989, letter from David 1'ebor to Linda Kearson, requesting a list of item/documents needed to proceed with obtaining financing for the 0;',e3Sa (Exhibit 58)• * September 110 1989, letter from William Wilson to Herbert Bailey, stating his successful attempt in securing a letter -of -credit from John Hansen Saving; & Loan Association. Construction to start within 15 days after the CD Float Agreement signed (Exhibit 59)• September 119 1989, letter from Steven Woods of Marion, Ross, Woods, Inc. to William Wilson, informing him that an irrevocable letter -of -credit to secure the City CD Float loan was approved by Jdhn Hansen Savings and Loan Association (Exhibit 60). September 15, 1989, meeting held with William Wilson, Herbert Bailey, Linda Kearson, Steven `Moods, and Martin Petty of John Hansen SL. Herbert Bailey requested a letter of commitment from the John Hansen SL and information on the financial standing of the John Hansen from a credible source. September 19, 1989, letter from David ►.ebor to Herbert - Bailey, stressing issues concerning both parties with -' respect to the Odessa project (Exhibit 61). September 20, 1989, letter from Steve Woods to Herbert Bailey, sending additional financial information on John Hansen Savings and Loan (Exhibit 62). September 25, 1989, letter from David Lebor to Linda Kearson, explaining his objections to accept the quitclaim deed for not revoking the conditions set forth in the earlier County deed (Exhibit 63). October 11, 1989, memorandum from Carlos Garcia to Herbert Bailey, concluding John Hansen a risky financial institution to issue such letter -of -credit for the CD Float (Exhibit 64). -7- i R!lTEN"ijUSf STREET I? 3? CHURCH STREET NORTHWEST PH;LNQEL *-A1X, PE`•N. SYLVANIA 19144 NNA�HING-i(-)N, 1).C.20016 TI :.EPHONE 1217, 841-I 994 IEI PHONIF '.2021 26r-? 1,0 June 23, 1986 M.-. Mario Marti Assistant Director - Housing Programs 3050 N. W. 7th Street f..ia-i, Florida 33125 Dear Mr. Marti.: This letter is to advise you that Circa Ltd. intends to submit a proposal for surtax funds to be used in our rental decelcpmw-t on Block 55 East of the Overtcwn - Park West project. We will be in contact to arrange a meeting within the next two weeks. Si rely, / E3arbara B� Principal cc: Robert Olson ECEIVE JUN24two ri U. I?. . o 11 M circa 'noted REAL ESTATE DEVELOPh1ENT 628 WEST RITTENHOUSE STREET PHIU-%DELPHIA, PENNSYLVANIA 19144 TELEPHONE (215) 843.0999 -July 7, 1986 Mr. Mario Marti Dade County HUD 3050 N.W. 7th Street Miami, Florida 33125 Dear Mr. Marti EMIBIT 2 1747 CHURCH STREET NORTHWEST WASHINGTON, D.C. 20036 TELEPHONE (202) 265-2270 I just wanted to thank you for arranging the meeting between myself, Mr. Kopenits and Mr. Calabrese on such short notice last week. I am sorry I didn't have an opportunity to meet you but your staff was very helpful in suggesting the best way to structure a surtax application for our development in Overtown. we will be submitting a full application later -this month and I art looking forward to working with you and.your office in getting this project off the ground. S' cerely, Aarbara Bryn Principal 0 AML I �l .W. .. Circa tmitedy EXHIBIT 3 REAI. ESTATE DEVELOPMENT -n:e WEST R17TENHOUSE STREET 1747 CHURCH STREET NORTHWEST PHILADELPHIA, PENNSYLVANIA 79144 WASHINGTON, D.C. 20036 TELEPHONE (215) B43-0999 TELEPHONE (202) 265-2270 E CEIVE* c°� It L_ JUC,1 July 7, 1986 ';PCCIAL 14OUSfnU ' n JCRAMS vw, H. U. p, ,�r. Pete Kopenits Dade County HUD 3050 N.Si. 7th Street Miami, Florida 33125 Dear Mr. Kopenits: I just wanted to thank you for taking the time to meet with me and Matthew Schwartz last week to discuss potential use of the surtax funds for our avertown development. Your comments and suggestions were most helpful and we will have an application to you later this month. I'm looking forward to working with you. Sincerely, AI Barbara Bryan Principal D PA RESOLUTION EXPRESSING THE INTENT OF THE HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA) TO PROCEED WITH THE DEVELOPMENT OF A MULTIFAMILY RENTAL HOUSING, PROJECT AND THE FINANCING THEREOF THROUGH THE ISSUANCE OF ITS NOT TO EXCEED $5,000,000 MULTIFAMILY MORTGAGE REVENUE BONDS FOR THE BENEFIT OF A JOINT VENTURE WHEREBY CIRCA LTD., THE BARNESS ORGANIZATION AND WILLIAM AND BERNIECE SAWYER ARE THE JOINT VENTURERS. WHEREAS, the Housing Finance Authority of Dade County (Florida) (the "Authority") has determined that there exists a shortage of safe and sanitary housing for persons and families of low, moderate and middle income, within Dade County, State of Florida; and WHEREAS, such shortage will be partially alleviated by the acquisition, construction and operation by a private owner of a low, moderate and middle income housing project to consist of approximately 163 units, to be occupied by persons of low, moderate and middle income located at N.W. 2nd Avenue between 6th and 7th Streets, in the City of Miami, Dade County, Florida to be known as the Southeast Overtown/Park West Project (the "Project"), to be owned by a joint venture whereby Circa Ltd., The Barness Organization and William and Berniece Sawyer are the Joint Venturers (the "Owner"); and WHEREAS, in order to provide financing for the acquisition, construction and operation of the Project, the Authority intends to issue its multifamily mortgage revenue bonds for the benefit of the Owner in an amount currently estimated not to exceed, $5,000,000 (the "Bonds") and to enter into a Loan or Financing Agreement, a Trust Indenture, a Regulatory Agreement as to Tax -Exemption and other necessary documents with respect to the Project. NOW, THEREFORE, BE IT RESOLVED by the members of the Housing Finance Authority of Dade County (Florida) a lawful quorum of which is duly assembled, as follows: 90-01 6 SECTION 1. The Authority hereby expresses its intention to approve at a later date, by appropriate resolution, and upon compliance by thn Owner with the Authority's luxes fnr- Issuance of Multifamily Revenue Bonds", including a Trust = indenture, Loan or Financing Agreement and Regulatory Agreement as to Tax -Exemption; provided, however, such Bonds shall not be issued unless the Bonds, if publicly offered, are rated at least A or better by either Standard & Poor's Corporation or t-ioody's Investors Service or both, if both rate the Bonds, or, - alternatively, the Bonds, if not rated, are sold by private placement to Institutional investors. SECTION 2. This Resolution shall constitute "official action" of the Authority toward the issuance of the Bonds, - within the meaning of the regulatiQns issued by the Internal - Revenue Code of 1954, as amended. _ SECTION 3. The inducement period for the Project shall have a term of six (6) months from the date of adoption of this Resolution (the "Inducement Period"). The Inducement Period is subject to extension by the Authority upon compliance by the Owner of certain- requirements established by the Authority, including, the payment of an additional fee to the Authority and bond counsel at the termination of the Inducement Period. SECTION 4. The financing for the Project will be closed subject to validation of multifamily mortgage revenue bonds by the Circuit Court, of Dade County, Florida, including the Bonds. The Authority makes no representations or guarantees as to the scheduling or outcome of validation proceedings in the Circuit Court of Dade County, Florida nor is it compelled to file for validation of bonds for any particular multifamily project. SECTION 5. It is expressly stated and agreed that the adoption of this Resolution is not a guaranty, express or implied•, that the Authority shall approve the closing and issue the Bonds for the Project. This Inducement Resolution is qualified in its entirety by the provisions of U.S. House of Representatives Bill No. HR-3838, any subsequently adopted Senate Bill and/or Conference Bill, the final Tax Reform Act of 1985 and any State lava enacted or Governor's proclamation "2 0 ,n reverence to any provisions for allocaticn procedures and state ceilir►gs for the issuance of multifamily housing bonds either now in effect or subsequently enacted or effective. In the event a state volume coiling is placed on multifamily housing bonds, the Authority can make no guarantees as to the method by which funds will be allocated to any particular project, including the Project, and to which projects, including the Project, funds will be allocated. The owner shall hold the Authority and its past, present and future members, officers, staff, attorneys, financial advisors and employees harmless from any liability or claim based upon the A failure of the Authority to close the transaction and issue the Bonds or any other cause of action arising from the adoption of this Resolution, the processing of the financing for the Project, the issuance of the Bonds except for the gross negligence and wilfull and wanton misconduct of the Authority. SECTION 6. . The Authority has no jurisdiction regarding zoning and land use matters and the adoption of this Resolution is not intended to express any position or opinion regarding same. SECTION 7. All resolutions and orders or parts thereof, of the Authority, in conflict herewith are, to the extent of such conflict, hereby modified to the extent of such conflict, and this Resolution shall take effect from and after its passage, the public welfare requiring it. SECTION 8. It is found and determined that all formal actions of this Authority concerning and relating to the adoption of this Resolution were taken in an open meeting of the members of this Authority and that all deliberations of the members of this Authority and of its committees, if any, which resulted in such formal action were taken in meetings open to the puVic, in full compliance with all legal requirements. 0 The roll being called on the question of adoption of the Resolution, the vote thereon resulted as follows: AYES: NAYS: ABSTENTIONS: The presiding officer declared said Resolution adopted and approved in open meeting. Adopted this 25th day of August, 1986. a (Seal) Attest: secretary ffFrrsur�r ll� Approved as to form and legal sufficiency by the Dade County Attorney Assthtant County.Attorney for Dade County, Florida 0520b/l* It HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA) Chairma 4,4 EXHIBIT 5 r' IOHN E. GILCHRIST CESAR H. 0010 Director "'° City anaBer January 16, 1987 Mr. Ambrosio Rodrigues Security Federal Savings 6075 Sunset Drive South Miami, Florida 33143 Dear Mr. Green: The attached proposal for Surtax funding for the Southeast Overtown/Park West Community Redevelopment project may be reviewed at the January 21st, Board Meeting. This additional material was submitted to HUD after the Agenda deadline, the application was submitted in August. Sincerely, Matthew Schwartz Deputy Director MS/ 9pY cc: Pete Kopenitz Dade County HUD Attachments AEPARTME.*-'- OF DEVELOP *sUPONT PLAZA CENTER/M Biscayne Blvd. Way, Suite 400 ` tL 11131 579.3366 JOHN E. GILCHRIST Director 14'• :nee January 16-, 1987 CESAR H. 0010 City Manxgrr Mr. H. Green Green Companies 9200 South Dadeland Boulevard Miami, Florida 33156 Dear Mr. Green: The attached proposal for Surtax handing for the Southeast Overtown/Park West Community Redevelopment P::o ject may be reviewed at the January 21st, Board Meeting. This additional material was submitted to HUD after the Agenda deadline, the application was submitted in August. Sincerely, Mar .hew Schwartz Deputy Director M S/ gPY cc: Pate Kopenitz Dade County HUD Attachments DEPARTMENT Of DEVELC' .j 7/DUPONT PU ';ENTER/300 Biscayne Blvd. Way, Suite 400 -ni. FL 33131s(! „ J-3366 101iti E. GILCHRIST _ Director •�•» �„�• a January 16, 1987 CESAR H. ODtO City Manager Mr. McDuffy Meyers Northwest Properties Ync. 6886 N.W. 7th Avenue Miami, Florida 33150 Dear Mr. Meyers: It The attached proposal for Surtax funding for the Southeast Overtown/Park Vest Community Redevelopment Project may be reviewed at the January 21st, Board Meeting. This additional material was submitted to HUD after the Agenda deadline, the application was submitted in August:. Sincerely, thew Schwa x Deputy DiMS/gpy c c t Pete Kopenit z Dade County HUD At tachments . IOHN E. GILCHRIST Director January 16, 1987 USAR H. OUiO City Manager Ms. Marcia Margado Greater Miami Hotel & Motel Assoc. 300 Biscayne Boulevard Way, Suite 719 Miami, Florida 33131 Dear Ms. Margado: The attached proposal for Surtax funding for. the Southeast ©vertown/Park West Community Redevelopment Project may be reviewed at the January 21Pst, Hoard Meeting. This additional material was submitted to HUD after the Agenda deadline, the application was submitted in August. Sincerely, �MFt. ew fScwartz Deputy Director MS/ gpy cc: Pete Kopenits Dade County HUD Attachments DEPARTMENT OF Dt` e MENT!DUPONT PI ANTERl3oo Biscayne Blvd. Way, Suite 400 M.■,rn, f!. D!" '9-3365 )OHN E. GILCHRIST Director January 16, 1987 CESAR H. ODIO City Manager Allan Greenfield 780 N.W. 42nd ►venue Suite 312 Miami, Florida 33126 Dear Mr. Greenfield: The attached proposal for Surtax funding for the Southeast Overtown/Park West Community Redevelopment Project may be reviewed at the January 21st, Board Meeting. This additional material was submitted to HUD after ,the Agenda deadline, the application was submitted in August. j Sincerely, r • i ar -_hcw Schwartz Deputy Director M S/ gpy cc: Pate Kopenitz Dade County HUD Attachments 4)FPARTMENT OF DF` *NT!DUPONT r*.A7-A CENTER/3oo siKayne eivd way, Suite 400 Miami, K jit: , -05) 579-3366 F7 � JOHN E. GILCHRIST Director • � F1.�, January 16, 1987 Bob Gallaher Hedgepeth & Gallaher 12651 South Dixie Miami, FL 33156 Dear Mr. Gallaher: CESAR H. 0010 City Manger The attached proposal for Surtax funding for the Southeast Overtown/Park West C.ontaunity Redevelopment Project may be reviewed at the January 219t, Board Meeting. This additional material was submitted to HUD after the Agenda deadline, the application was submitted in August. Sincerely, Ai tt Sahw rtz Deputy Director M5/ gpy cc: Pete Kopenitz Dade.County HUD Attachments 0. e DEPARTMEN' ni F DEVELOPMENT •NT PLAZA CENTEK/300 Biscayne Blvd, way, Suite 400 13131!(305) 579-3166 w �jY 0 , y. IOHN E. GLCHRIST to" ago Director CESAR H, ODIO City Manager - January 16, 1987 Gustavo Casado 8000 S.W. 6Sth Terrace Miami, FL 33143 Dear. Mr. Casado: The attached proposal for Surtax funding for the Southeast Overtown/Park West Community Redeveiopment Project may be - reviewed at the January 21st, Board Meeting. a This additional material was submitted to HUD after. the Agenda deadline, the application was submitted in August. =1 Sincerely, Matt ew Schwartz -= Deputy Director MS/ 9Py cc: Pete Kopenitz Dade County HUD. Attachments �I j QEP.ARTMENT OF DEVEI 4ENT/DUPONT PLAZA CENTER/300 8itayne Divd. war, Suite SW —_ Miami, FL 33131/(3 `► 579-3366 At �i JOHN E. GILCHRIST Director d t� January 16, 1987 CE5AR H. OD10 City Manager Pedro Bernal International Medical Center Inc. 1505 N.W. 167th Street Miami, FL 33169 Dear Mr. Bernal: • The attached proposal for Surtax funding for the Southeast. overtown/Park Wes* Community Redevelopment Project may be reviewed at the January 21>st, Board Meeting. This additional material was submitted to HUD after the Agenda deadline, the applicatihn was submitted in August. Sincerely, atthew Schwartz Deputy Director M S/ gpy cc: Pete Kopenitz Dade County HUD Attachmentm JOHN i. GILCHRIST 1 Director January 16, 1987 CESAR H. ODIO City Manaler R. Ray Geode Babcock Co. 1500 Monza Avenue, Suite 300 Coral Gables, FL 33146 Dean Mr. Goode: The attached proposal for Surtax funding for the Southeast Overtown/Park West Community Redevelopment Project may be reviewed at the January 21st, Board Meeting. This additional material was submitted to HUD after the Agenda deadline, the application was submitted in August. Sincerely, tThft-g Schwartz •..1 Depirectoar MS/gpy cc: Pete Kopenitz Dade County HUD Attachments r OfPARTMENT OF DEVF' `1T/DUPONT PLAZA CENTER/3ce Wmayne Blvd. way, Suite sop iNi�mi, f;. /:titi(b251579.3366 90--U� ',TF 0EVFL0FME;-T R11TENH0U5E STREET Ar)OLPHIA, PENNSYLVANIA 19144 _:PHONE -215; 1343.0999 DA.DE COUNTY SURTAX APPLICATION RENTAL HOUSING OVERTOWN - PARE WEST PROJECT AREA BLOCK 55 EAST - 164 UNITS ir 1747 CHURCH STREET NORTHWEST WASHINGTON, D.C, 20036 TELEF'HONE (204 265-2270 AMC�'3T REQUESTED: $1,070,000 �- rERMS REQUESTED: $ 800,000 at 38 - 30 years for use as a second mortgage to subsidize construction of 40 units at rents affordable to households between 56% - 80% of median income. $ 270,000 at 6% - 30 years for use as a second mortgage to subsidize construction of 14 units at rents affordable to household between 105- 1158 of Dade median income. TIME FRAME": Both amounts requested for committ- went by January, 1987 for construction scheduled to begin in mid -April, 1987. FINANCING PLAN SOURCES: Amount .-D Float Loan - City of Miami Construction and interim financing Dade HFA multi -family bond issue takes out CD float loan $7,200,000 Dade County Surtax Fund Second Mortgage 1,070,000 Developer Equity 1,675,000 11 USES; Hard Construction Costs Soft Construction Costs Total Cost of Development Residential Component Average Cost per Residential Unit Parking Deck Commercial RENT SCHEDULE: Attached e $7,482,000 21463,000 $9,945,000 $8,419,320 $51,337 $1,170,000 $355,680 L111111�1111IJ i. �„116Idllll111.11.I.1I"lll`E l! I� {III IIJIJII dlhyu4II lIil�6�llld .� I ,��I,I�II, 1 „Il.il,+� �,!I.li �l .II {II {III 1i1I,I 11IIUI' , „, LII,bII��J61 RENT SCHEDULE - THE ODESSA MIAMI, FLORIDA BUILDING Total # . Monthly Annual Midrise Units Low-Mbd Rent Rent Efficiency 12 8 239 22944 One BR 72 14 323 54264 One BR/Den-Duplex 12 0 Two BR/two BA 29 10 409 49080 Two BR -Top Floors 20 0 Lowrise Artist Studio 8 Q 239 17208 One Bedroom 10 2 323 7752 Three Bedroom 1 0 Totals 164 40 151248 0 Monthly Annual Tcta_ Mkt Rate Rent Rent Renr_, 4 450 21.600 4454 58 550 382800 43706. 12 675 97200 9 211 19 650 148200 19728., 20 675 162000 1620,l Notes: One Two Br/Two Bath unit will serve as resident manager unit. The three bedroom unit is pre -leased. 2 450 10800 2800.; 8 550 52800 6055"` 1 1100 13200 1320i� 124 888600 103984;' 10398d�� Iq life l'lr I1�I1I''!1IIIlI pjiII�j I I!I1II1I I'f ' III IIIIp �I�III� ::IRCA BARNESS SAWYER is a a joint venture of Circa Ltd., The Barness Organization and William and Berneice Sawyer, Overtown property owners. Circa Ltd. and The Barness Organization are both based in the Philadelphia area and have developed several thousand units of housing in the Northeast. :lliarn and Berniece Sawyer invested in Overtown property over the past several decades and a substantial amount of their property was purchased by me City in assembling parcels for the Overtown - Park West redevelopment e:fort. The Sawyers continue to reside in Overtown and will be among the ..rst to occupy the new housing. Circa Barness Sawyer was selected as developer of three blocks in the redevelopment area - Blocks 55, 56 and 45. Their first phase of ::evelopment will be the eastern half of Block 55 located at Northeast Second Avenue between Sixth and Seventh Streets, directly north of the rlagier Station Post Office. Phase I will be a rental development with 164 units, ground floor retail/ restaurant space, an enclosed parking deck, swimming pool and landscaped garden/sundeck/ The development will include a twelve story, 144 unit apartment building, known as The Odessa; and 20 stacked- flat and loft apartments in two three-story buildings. The Odessa will incorporate Art Deco elements, such as glass block and neon, in a contemporary design. The building will include efficiency, one and two bedroom units with a variety of floor plans. Top floors will feature bi-level loft plans and two-thirds of the two bedroom units will feature dual master suites. All units will have balconies, many with city and bay views; walk-in closets; designer bathrooms; European styled Kitchens; and tiled foyers. Laundry rooms will be located on each floor. !tents will range from $239-475 for efficiencies; $323-550 for one bedroom apartments and $409-675 for two bedroom units. Floor plan, level and views will determine rents. The ground floor of The Odessa will have restaurant/cafe space oriented to both residents and the several thousand employees of nearby government offices who presently have limited lunchtime options. The three-story buildings will feature one bedroom courtyard apartments and artist loft studios with outdoor decks. The loft studios are designed to or:vide moderately priced working/living space for full-time artists. Rents will range from $323-550 for one bedroom patio apartments and from �239-450 for artist loft studios. , A three level parking deck will provide enclosed parking for residents with a connecting walkway into The Odessa. The site will be heavily landscaped 0 D.C. 90- gas. 26 35 'kith flowering plants and some of the existing Nature trees on the site be preserved to enhance the outdoor ambiance. Residents will have access to a swimming pool in the development. Phase I is being designed by the team 'of Ronald Crazier Associates; Allen and associates; and The Architecural Office of George Lopez. Martha 7ackson-Jarvis is a consulting artist to the design team. Site design is being, led by Synterra Ltd. with engineering by Martirnez and Associates. Turner Construction, C01, Inc., and Artis T. Ore will serve as construction managers. Ground -breaking for Phase I is scheduled for April, 1987. Phase I will be ;rider construction during all of 1987 with units ready for initial occupancy in sprint; 1988. E:a413, TT G RESOLUTION NO. f37r" 141*1 A RESOLUTION AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE DEVELOPMENT AGREEMENTS WITH CIRCA/BARNESS/SAWYER, A GENERAL PARTNERSHIP, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, FOR THE DEVELOPMENT OF PARCEL 55 EAST OF THE PHASE I REDEVELOPMENT AREA OF THE SOUTHEAST OVERTOWN/PARR WEST REDEVELOPMENT PROJECT SUBJECT TO A SATISFACTORY APPRAISAL. Ar WHEREAS, the City Commission by Resolution No. 82-755 approved, in principle, the Southeast Overtown/Park West Redevelopment Plan; and WHEREAS, the City Commission by Resolution No. 84-893 authorized the City Manager to issue a Request for Unified :.evelopment Project Proposals for Phase I of the Southeast Overtown/Park Vest Redevelopment Project; and WHEREAAS, proposals were received and evaluated by a certified public accounting firm and by a selection revie•» comnittee appointed by the City Commission; and WHEREAS, the City Manager considered the findings of the certified public accounting firm and the evaluations of the selection review committee and recommended development entities and proposals for acceptance for the Phase I development parcels; and WHEREAS, the City Commission by Resolution No. 85-393 approved the City Manager's recommendation of Circa/Barness/Sawyer, a general partnership, as the development entity to develop Parcel No. 45, Parcel No. 55 and Parcel No. 56.. of the Phase I Redevelopment Area in accordance with the development proposal submitted and in compliance with the Unifies®-OiL26 Development Project procedures as set forth in the City of Miami Charter, Section 53(c); and CITY CQMMISSIQiV MEETING OF Page No. 1 FEB 1Z WHEREAS, the City Commission by Resolution No. B5-393 directed the City Manager to negotiate a land disposition agreement(s) with the aforementioned development entity and to present the negotiated agreement(s) to the City Commission for its consideration,and approval; and WHEREAS, the City Commission has been presented with the aforementioned negotiated land disposition agreement(s) and finds the terms acceptable; and , WHEREAS, the City Commission has also been presented with evidence confirming that the aforementioned developer has secured firm financing commitments for all funds needed to initiate construction in accordance with the provisions of said land disposition agreement(s); and WHEREAS, the developer has agreed to provisions for annul land lease payments that are consistent with a land residual rease appraisal; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF Tr.E C:':Y OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized and directed to execute the Development Agreements with Circa/Barness/Sawyer, a general partnership, in a form acceptable to the, City Attorney, for the development of Parcel No. 55 East of the Phase I Redevelopment Area of the Southeast Overtown/Park West Redevelopment Project, subject to a satisfactory residual reuse appraisal specifying that the rental payments due under the Agreement are not less than fair value for the uses in accordance with the Redevelopment Plan. Section 2. Said Agreements shall require that Circa/Harness/Sawyer, a general partnership, shall initiate construction within one year from Commission approval of the Development Agreement(s) by actual commencement of the construction of physical elements at Parcel No. 55 East. Section 3. Prior to the execution of said Agreements Minority Participation Plans will be reviewed by the City Manager to insure that all major subcontractors have been identified and that sufficient evidence has been provided concerning efforts to meet the minority participation goals for the project. PASSED AND ADOPTED THIS 12th day of -February 1987• XAVIER L. SUARSt, MAYOR A:7EST: "_A+:Y HIRAI, CITY CLERK PRCPARED AND APPROVED BY: " t Cre e RZ-BER71 F. CLARK, CHIEF D£ APPROVE S TO FORM AND CORRECTNESS: 0 1:jCI1A A. DOUGHERTY1, CITY ATTORNEY ray g tJey. 3 r __._. EMizBzT 7 RESOLUTIQR NO,JiFA-87-04 RESOLUTION SUPPLEMENTING AND AMENDING HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA) PESOLUTION HFA-86-50 INDUCING THE PROPOSED ISSUANCE OF MULTIFAMILY MORTGAGE REVENUE BONDS IN AN AMOUNT NOT TO EXCEED $5,000,000 TO FINANCE THE ACQUISITION AND CONSTRUCTION OF A 163 UNIT LOW, MODERATE AND MIDDLE INCOME RENTAL HOUSING . PROJECT KNOWN AS THE SOUTHEAST OVERTOWN/PARK WEST PROJECT TO BE OWNED BY A JOINT VENTURE WHEREBY CIRCA LTD., THE BARNESS ORGANIZATION AND WILLIAM AND BERNIECE SAWYER ARE THE JOINT VENTURERS AND LOCATED AT N.W. 2ND AVENUE BETWEEN 6TH AND 7TH STREETS, IN THE CITY OF MIAMI, DADE COUNTY, FLORIDA. WHEREAS, `the Housing Finance Authority of Dade County (Florida) by Resolution No. HFA-86-50 (the "Inducement Resolution") adopted August 25, 1986, expressed it intention and initiated "official action" to issue multifamily mortgage revenue bonds (the "Bonds") in an amount not to exceed $5,000,000 to finance the acquisition and construction of a 163 unit low, moderate and middle income rental housing project known as the Southeast Overtown/Park West Project to be owned by a joint venture whereby Circa Ltd., The Barness Organization and William and Berniece Sawyer are the Joint Venturers (the "Owner"); and WHEREAS, the Inducement Resolution pursuant to the Authority's Rules, terminates six (6) months from date of adoption; and WHEREAS, the Owner has requested an additional six mouth extension of the Inducement Resolution, has shown good cause therefore and has met the other requirements of the Authority's Rules for extension; and WHEREAS, the Owner has requested an amendment to the r Inducement Resolution increasing the original principal amount of the Bonds to be issued to $7,500,000 and has shown good cause therefor. WHEREAS, this Inducement Extension and Amendment Resolution is qualified in. its entirety by the provisions of Governor's Order No. 86-242 or any subsequently enacted or 90-01.26 7� f.�:cCil� Order cr legislation concerning a state volur:e c.eiiing on multif.mily housing bonds, to the extent applicable. In regards to the state volume ceiling for multifamily housing bonds, the Authority can make no guarantees as to the method by which funds will be allocated to any particular project, including the Project, and to which projects, including the Project, funds will be allocated. The Owner shall hold the Authority and its past, present and future members, officers, staff, attorneys, financial advisors and employees harmless from any liability or claim based upon. the failure of the Authority to close the transaction and issue the Sonds or any other cause of action arising from the adoption of this Resolution, the processing of the financing for the Project, the issuance of the Bonds except for the gross negligence and wilfull and wanton misconduct of the Authority. NOW, THEREFORE, BE IT RESOLVED BY THE HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA): Section 1. The Inducement Resolution is hereby extended to August 25, 1587. Section 2. The original principal amount of Bonds the Authority intends to issue shall be increased to $7,500,000. Section 3. This Inducement Extension and Amendment Resolution shall take effect immediately upon adoption. Section 4. All resolutions and orders or parts thereof in conflict herewith are, to the extent of such conflict, hereby modified to the extent of such conflict. The roll being called on the* question of adoption of the Resolution, the Grote thereon resulted as follows: AYES: NAYS: ABSTENTIONS: 90—OJLOQD0114110 The presiding officer declared said Resoliition adopted and approved in open meeting. Adopted this 23th day of February, 1987. (SEAL) Attest secs t r " urer a Appr e a to form and legal sufficiency by the Dade Cou ty Attorney By: Assistant County Attorney 06-091-682/2-s+ r HOUSING FINANCE AUTHORITY OF DADZ CWNTY FLORIDA) Chairman MIM 1 EiuiISIT o RESOLUTION NO. RESOLUTION APPROVING THE ALLOCATION OF $1,070.G00 OF SURTAX FUNDS TO THE CIRCA LIMITED DEVELOPMENT CORPORATION WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying memorandum; a copy of which is incorporated herein by reference, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF DADE COUNTY, FLORIDA, that this Board approves the allocation of $1,070,000 of Surtax funds to the Circa Timited Development Corporation to provide financing for 164 rental units in the Southeast Overtown/Park West area. The foregoing resolution was offered by Commissioner Clara Oesterle . who moved its adoption, the motion was seconded by Commissioner Barbara M. Carey and upon being put to a vote, the vote was as follows: Barbara M. Carey Aye -= Clara Oesterle Aye Beverly B. Phillips Aye James F. Redford, Jr. Aye Harvey Ruvin Absent Barry D. Schreiber Aye Jorge E. Valdes Absent Sherman S. Winn Aye ' Stephen P. Clark Kye The Mayor thereupon declared the resolution duly passed and adopted this 17th clay of March, 1987. DARE COUNTY. FLORIDA BY ITS BOARD OF , COUNTY COMMISSIONERS RICHARD P.'. BRINKER, CLERK . Approved by County Attorney as ,� By: �•3A�0 to forak and legal sufficiency.— Deputy Clerk 90-01i MEMORANCU'•` 11.7 C1 f •a Honorable Mayor and Members Board of County Commissioners OATS March 17, 10,67 SUeJWCT Sergio Perei County Manager RECOMMENDATION: $1,070,000 Surtax Allocation to the Circa Limited Deve- lopment Corporation. It is recommended that $1,00,000 of Surtax funds be allocated to the Circa Limited Development Corporation (the "Developer"), to help finance a 164 unit rental development (the "Project") in the Southeast Overtown/Park West Redevelopment Project Phase I. BACKGROUND: Circa Limited Development Corporation represents Circa Barness Sawyer which is a joint venture of Circa Ltd., The Barness Organization and William and Berneice Sawyer, Overtown property owners. William and Berneice Sawyer invested in Overtown pro- perties over the past several decades and a substantial amount of their property was purchased by the City in assembling parcels for the Overtown - Park West redevelopment effort. The Sawyers continue to reside in Overtown and will be among the first to occupy the new housing. Circa Barness Sawyer was selected as developer of three blocks in the redevelopment area - Blocks 55, 56 and 45. Their first phase of development will be the eastern half of Block 55 located at Northeast Second Avenue between Sixth and Seventh Streets, directly north of the Flagler Station Post Office. Phase I will he a rental development with 164 units, ground floor retail/restaurant space, an enclosed parking deck, swim- ming pool and landscaped garden/sundeck. The development will include a twelve story, 144 unit apartment building, known as The Odessa; and 20 stacked flat and loft apartments in two three-story buildings. Rents will -range from $239-475 for efficiencies; $323-550 for one bedroom apartments and $409-675 for two bedroom units. Floor plans, level and views will determine rents. The ground floor of The Odessa will have restaurant/cafe space oriented to both residents and the several thousand employees of nearby government offices who presently have limited -lunch time options. , The three-story buildings will feature one bedroom courtyard apartments and artist loft studios with outdoor.decks. The loft studios are designed to provide moderately priced working/ living space for full-time artists. Rents will range from $239- 450 for artist loft studios. Ground -breaking for Phase I is scheduled I will be under construction during all for initial occupancy in spring 1988. A for April, 1987. Phase of 1987 with units ready so-Oi r r Honorable Mayor and Members 3rd page Board of County Commissioners The allocation is subject to the following additional conditions: (1) Construction must commence within six months of County Commission approval and be completed within 24 months of commencement. (2) The Developer must use reasonable efforts to see that at least 20% of the construction is contracted • with black -owned firms. (3) County staff must approve plans, but such approval may not be unreasonably withheld. (4) At least 75% of the units requested must be rented to low-income families. After initial occupancy, vacancies must be filled to'maintcin this ratio to • the maximum extent possible.* (5) Option to prepay loan without an interest penalty. (6) The Surtax promissory note and mortgage terms will be prepared by the Developer, approved by the County and coordinated with other participating lenders to allow for compatibility in funds distribution. (7) Twenty-five percent of the units may be rented to moderate income families as defined in County Ordinance 83-8-1. If any of the units designated for low income families are occupied by moderate income tenants at the end of a given calendar year, the Surtax loan rate will be proportionally increased to six percent on those units occupied by moderate income families. (8) A rent regulatory agreement must be executed. The rents initially charged f r the low and moderate income units cannot exceed those contained in this proposal; however, increases are permitted relative tp Dade County median income increase, if any. (9) The property management contract must be reviewed by the County. (10) All other conditions as specified in the rental RFP document must be satisfied. (11) At the time the Project is to be converted to "for sale" housing, the Developer commits to keep the Surtax units in the Project priced at an affordable level for low and moderate income persons within ' the Surtax guidelines and regulations. This will be accomplished by using Surtax monies and additional �r subsidies as required by the Developer. (12) Owner must make concentrated efforts acceptable to the County to scent at least 50% of the total complex within 120 days of construction completion. M� Ell STATE OF FLORIDA ) • ) SS: COUNTY OF DADE ) 1, RICHARD P. BRINKER, Clerk of the Circuit Court in and for Dade County, Florida, and Ex-Officio Clerk of the Board of County Commissioners of said County, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of Resolution No. R-34 -07 , adopted by the said Board of County Commis- sioners at its meeting held on March 17 , i9 87 IN WITNESS WHEREOF, I have hereunto set my hand and official seal on this 23rd day of march A. D. 19 87 . RICHARD P. BRINKEiR, Ex-Officio Clerk Bowd of County Comminioners Dade County, Florida . By —.-� Deputy Clerk r' SEAL r e Board of County Commissioners Dade County, Florida 90-0196 RESOLUTION RATIFYING PREVIOUS ACTION OF THE HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA) RELATIVE TO THE PROPOSED ISSUANCE OF t5ULTIFAMILY MORTGAGE REVENUE BONDS IN AN AMOUNT NOT TO EXCEED $7,500,000 TO FINANCE THE ACQUISITION AND CONSTRUCTION OF A 163 UNIT LOW, MODERATE AND MIDDLE INCOME RENTAL HOUSING PROJECT KNOWN AS THE SOUTHEAST OVERTOWN/'PARK WEST PROJECT TO BE OWNED BY .A JOINT VENTURE WHEREBY CIRCA LTD., THE BARNESS ORGANIZATION AND WILLIAM AND BERNIECE SAWYER ARE THE JOINT VENTURERS AND. LOCATED AT N.W.•2ND AVENUE BETWEEN 6TH AND 7TH STREETS, IN THE CITY OF MIAMI, DADE COUNTY, FLORIDA. WHEREAS, the Housing Finance Authority of Dade County (Florida) (the "Authority") by Resolution No. HFA-86-50, as supplemented and amended by Resolution No. HFA-87-03, expressed its intention and initiated "official action" to issue multifamily mortgage revenue bonds to finance the acquisition and construction of a 163 unit low, moderate and middle income rental dousing project known as the Southeast Overtown/Park West Project to be owned by a joint venture whereby Circa Ltd., the Harness Organization and William and Berniece Sawyer are the joint venturers and located at N. W. 2nd Avenue between 6th and 7th Streets, in the City of Miami, Dade County, Florida (the "Project"); and WHEREAS, it is expressly stated and agreed that the adoption of. this Resolution is not a guaranty, express or implied, that the Authority shall approve the closing and issue the Bonds for the Project. This Resolution is.qualified in its entirety by the provisions of Governor's Executive Order No. 86-242 or any subsequently enacted or effective Order or legislation concerning a state volume ceiling on multifamily housing bonds. In regards to the state volume ceiling for multifamily housing bonds, the Authority can make no guarantees as to the method by which funds will be allocated to any particular project, including the Project, and to which projects, including the Project, funds will be allocated. The Owner shall hold the Authority and its past, present and future 90-0126 members, officers, staff, attorneys, financial advisors and employees harmless from any liability or claim based upon the failure of the Authority to close the transaction and issue the Bonds or any other cause of action arising from the adoption of this Resolution, the processing of the financing for the Project, the, issuance of the Bonds except for the gross negligence and wilfull and wanton misconduct of the Authority or its past, present and future members, officers, staff, attorneys, financial advisors and employees; and WHEREAS, the Authority has conducted a Public Hearing on the Project this 23rd day of March, 1987 in conformance with the requirements of the Tax Equity and Fiscal Responsibility Act of 1982, said Public Hearing disclosing no information sufficient to cause the Authority to rescind its previous action regarding the Project, now, therefore, BE IT RESOLVED BY THE HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA): Section 1. All previous action of the Authority is hereby ratified and the Project and proposed sale of bonds are hereby recommended for approval by the Dade County Board of ,County Commissioners. Section 2. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 23rd day of March, 1987. HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA) By. 6w/) • Chair n (Seal) Attest: �'.�� •�y cretary/ easurer Approved as to force and legal sufficiency by the County Attorney By: 0,04t,"- Ass Cant County Attorney for Dade County, Florida ww 4 _ _..... ..... j � 1. y, AM COUNTY ATTORNEY METROPOLITAN DADE COUNTY, FLoRiDA 14 a September 14, 1987 SUITE 2810 METRO.OADE CENTER 111 N.W 1ST STREET •AIAMI• FL 33126.1993 '3051 375.5151 Barbara Bryan Principal Circa Limited 1747 Church Street Northwest Washington, D.C. 20036 Re: Surtax Loan for The Odessa Apartments Dear Ms. Bryan: Enclosed are initial drafts of mortgage and loan agreements and note for The Odessa Apartments. As you can see some of the essential information was not available to me at the tiar:e, but I felt that you would be able to begin processing your paper work based on the forms in the condition -that they are. If you would please review these and return to me wits anv corrections or suggestions, I would greatly appreciate: it. Thank you for your cooperation. VYmas uly yo rs,' TH. Robertson Assistant County Attorney THR : her Enclosure 1 G:.:T 7.: W.7 71- -+� L�jQLUTION NO. HFA-87-25 RESOLUTION SUPPLEMENTING AND AMENDING HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA) RESOLUTION HFA-86-50, AS AMENDED BY RESOLUTION HFA-87-03, INDUCING THE PROPOSED ISSUANCE OF MULTIFAMILY MORTGAGE REVENUE BONDS IN AN AMOUNT NOT TO EXCEED $7,500,000 TO FINANCE THE ACQUISITION AND CONSTRUCTION OF A 163 UNIT LOW, MODERATE AND MIDDLE INCOME RENTAL HOUSING PROJECT KNOWN AS THE SOUTHEAST OVERTOWN/PARK WEST PROJECT TO BE OWNED BY A JOINT VENTURE WHEREBY CIRCA LTD., THE BARNESS ORGANIZATION AND WILLIAM AND BERNIECE SAWYER ARE THE JOINT VENTURERS AND LOCATED AT N.W. 2ND AVENUE BETWEEN 6TH AND 7TH STREETS, IN THE CITY OF MIAMI, DADE COUNTY, FLORIDA. WHEREAS, th6 Housing Finance Authority of Dade County (Florida) by Resolution No. HFA-86-50 (the "Inducement Resolution") adopted August 25, 1986, expressed it intention and initiated "official action" to issue multifamily mortgage revenue bonds (the "Bonds") in an amount not to exceed $5,000,000 to finance the acquisition and construction of a 163 unit low, moderate and middle income rental housing project known as the Southeast Overtown/Park West Project to be owned by a joint venture whereby Circa Ltd., The Barness Organization and William and Berniece Sawyer are the Joint Venturers (the "Owner"); and WHEREAS, the Inducement Resolution pursuant to the Authority's Rules, terminates six (6) months from date of adoption; and WHEREAS, the Authority extended the Inducement Resolution on February 23, 1987 by Resolution No. HFA-87-03 for an additional six (6) months and approved the amendment of the :nducemznt Resolution increasing the original principal amount )f the Bonds to be issued to $7,500,000; WHEREAS, the Owner has requested an additional six :onth extension of the Inducement Resolution, has shown good ause therefore and has met the other requirements of the uthority's Rules for extension; and W-" U26 t :ed c. iirCE.? 1i uceri?ent ResaITatiorr increasing t?e Driginal number of units to 169; and WHEREAS, this Inducement Extension and Amendment. Resolution i:9 qualified in its entirety by the provisions of Governor's Order No. 86-242 or any subsequently enacted or effective Order or legislation concerning a state volume ceiling on multifamily housing bonds, to the extent applicable-. In regards to the state volume ceiling for multifamily housing bonds, the Authority can make no guaraptees as to the method by which funds will be allocated to airy particular project, including the Project, and to which projects, including the Project, funds will be allocated. The Owner shall hold the Authority and its past, present and future members, officers, staff, attorneys, financial advisors and employees harmless from any liability or claim based upon the failure of the Authority to close the transaction and issue the Bonds or any other cause of action arising from the adoption of this Resolution, the processing of the financing for the Project, the issuance of the Bonds except for the gross negligence and wilfull and canton misconduct of the Authority. NOW, THEREFORE, BE IT RESOLVED BY THE HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA): Section 1. The Inducement Resolution is hereby extended from August 25, 1987 to February 25, 1988. Section 2. This Inducement Extension and Amendment Resolution shall take effect immediately upon adoption. Section 3. All resolutions and orders or parts thereof in conflict herewith are, to the extent of such conflict, hereby modified to the extent of such conflict. The roll being called on the question of adoption of the Resolution, the vote thereon resulted as follows: AYES: 3 MAYS: o ABSTENTIONS: o i 1 1J. Y,`si :ia.c, i.a i,.;6; ueclared said Resolution adopted and approved in open meeting. Adopted this 5th day of October, 1987. (SEAL) E est: retary/T asurer pproved as to form and legal sufficiency by the Dade County Attorney By: qAsistant County Attorney 171-041+/3-s HOUSING FINANCE AUTHORITY OF t1ADE COUNTY ((F�A) Chairman A P,LS't: *1* T ION EXTENDING THE DEADLINE FOP INITIATION OF CONSTRUCTION TO JUNE 15, 1986, FOR PARCEL NO. 55 OF THE SOUTHEAST OVERT014N/PARK HEST. PHASE I REDEVELOPMENT PROJECT; SAID EXTENSION TO BE MADE FART OF THE LAND DISPOSITION AGREEMENT -BETWEEN THE CITY OF MIAMI AND CIRCA/ BARNES S/SAWYER A GENERAL PARTNERSHIP; AND FURTHER DECLARING THAT IF SAID CONSTRUCTION DEADLINE IS NOT MET, CIRCA/ BARNESS/SAWYER A GENERAL PARTNERSHIP, LOSES ITS DEVELOPMENT RIGHTS IN PARCELS NO. 45, 55., and 56 OF SAID PROJECT. WHEREAS, the City Commission by Resolution No. 82-755 approved. in principle, the Southeast Overtown/Park West Redevelopment Plan; And WHEREAS, the City Commission by Resolution No. 84-893 authorized the City Manager to issue a Request for Unified Development Project Proposals for Phase .I of the Southeast Overtown/Park West Redevelopment Project; and WHEREAS, proposals were received and evaluated by a certified public accounting firm and by a selection review. committee appointed by the City Commission; and WHEREAS, the City Manager considered the findings of the certified public accounting firm and the evaluations of the selection review committee and recommended development entities and proposals for acceptance for the Phase I development, parcels; and WHEREAS, the City Commission by Resolution No. 85-393 approved', the City Manager's recommendation of Circa/Barness/Sawyer, a General Partnership, as the development entity to develop Parcel No. 45, Parcel No. 55 and Parcel No. 56 of the Phase I Redevelopment Area in accordance with the development proposal submitted and in compliance with the Unified Development Project procedures as set forth in the City of Miami Charter, Section 53(c); and CITY COMMISSION MEETING OF PfI S 40 WHEREAS, the City Commission by Resolution No. 85-393, directed the City Manager to negotiate a 'land disposition agreement with Circa/Barness/Sawyer,-a General Partnership, and to present the negotiated agreement to the City Commission for approval; and WHEREAS, the City Commission by Resolution No. 87-141.1, approved the land disposition agreement with Circa/Barness/Sawyer, a General Partnership; and WHEREAS, it was the City Commission's intent that the land disposition agreement with Circa/Barness/Sawyer, a General Partnership, was subject to the following requirements: 1. The City must obtain a satisfactory residual reuse appraisal specifying that the rental payments due under the agreement are not less than fair value for -the uses in accordance with the Southeast Overtown/Park West Redevelopment Plan. 2. Circa/Barness/Sawyer, a General , Partnership, must Initiate construction within one year of the February 12, 1987 City Commission approval of the land disposition agreement. 3. The City Manager must review the development entity's Minority Participation Plan to insure that all major subcontractors have been identified and that sufficient evidence have been provided concerning efforts to meet the City's minority participation goals for the Southeast Overtown/Park hest Redevelopment Project; and WHEREAS, due to unforeseen financial and administrative obstacles, it has been Impossible for Circa/Barness/Sawyer, a General tartnership, to start construction one year from February 12, 1987, the date the City Commission approved the land disposition agreement� NOW, THEREFORE, BE IT RESOLVED BY THE COHN9ISSI0N OF THE CITY OF MIAMI, FLORIDA: Section 1. Circa/Barness/Sawyer, a General Partnership, �r is hereby authorized to extend the deadline for initiation of V construction to June 15, 1988, for Parcel No. 55 of the So+ithpast _ l?C ?vr'. ?C t c ? 1 i01 aacie Parc re ene nt �e`4e C.n `hC City of Miami, and Circa/Barnes/Sawyer, a General Partnership. 1/ Section 2. The City Commission hereby declares that if Circa✓Barness/Savyer, a General Partnership has not commenced construction by June 15, 1988, its development rights for Parcels No. 45, 55, and 56 in Phase I of the Southeast Overtown/Park West Redevelopment Project are null and void. Section 3. The execution of the land disposition agreement between the City of Miami and Circa/ Berne sa/Savyer, a General Partnership, will remain subject to the following requirements: a. The City must obtain a satisfactory residual reuse appraisal specifying that the rental payments due under the agreement are not less than fair value for the uses in accordance with the Southeast Overtown/Park Test Redevelopment Plan. b. The City Manager must review the development entity's Minority Participation Plan to insure that all major subcontractors have been identified and that sufficient evidence have been provided concerning efforts to meet the City's minority participation goals for the Southeast Overtown/Park West Community Redevelopment Project. PASSED AND ADOPTED THIS 18th day of February. 1988. 1! A building permit must be obtained by June 15, 1988; furtber, unless 169 residential units are completed by June 15, 1990, the development entity shall be required to show cause why a payment of $1,0 0 should not be as— sessed for each day thereafter until said units ha been com a d. ATTEST; • • XAVIER L. SqAktZ, MAYOR MATTY HIRAI, CITY CLERK PREPARED AND APPROVED BY: APPROVED A TO FORM AND CORRECTNESS: ROBERY F. CLERK U A A.ODOU HERTY CHIEF DEPUTY CITY ATTORNEY CITY ATTRI4 t t T � EM11BIT 13 --. 39.19 VIM � 317-8'h-115i April 15, 1988 Mr. Peter Kopenits Department of Special Housing Programs 3050 N.W. 7th Street Miami, FL 33125 Re: The Odessa Miami, Florida 066-36613-PM(88-180) Dear Peter: Per our conversation, Puller Mortgage is subtracting the utility allowance from the restricted units on the above referenced project. Your approval at rates equal to the following: 1. Efficiency - 35 2. 1BR, 1Bs - 45 3. 2BR, 1Ba, Den - 50 4. 2AR, 2Ba - 60 In addition, we are underwriting the units set aside based on the House Finance Authority of Dade County as follows: 1. 12.5% of the units to be rented at 20% of 80% of the Miami median income. 2. 12.5% of the units to be rented at 40% of 60% of the Miami median income. In addition, the surtax load must be used prior to release of mortgage funds to cover costs related to closing and/or construction. If the above information related to the surtax loan on the Odessa Apartments, is in compliance with the requirements of the Department of Special Housing Programs, I would appreciate your signature on the line below. Your cooperation is greatly appreciated. SL9cerely, ff Odle Loan Analyst Signature of approval: Peter Kopenits r Mortgage Banker, Ff1A Co-insuring Lender r 0 METROPOLITAN DADE COUNTY, FLORIDA DEPARTMENT OF SPECIAL HOUSING PROGRAMS 3050 N.W. 7TH STREET MIAMI, FLORIDA 33125 (305) 643.9800 hAEZA , I — EXHIBIT 14 . r W April 20, 1988 Hr. Geoff D. Odle Puller Mortgage Associates, Inc. 3939 Vincennes Road Indianapolis, Indiana 46268 Re: Surtax loan, Odessa Apartments, S.E.O.T.P.W. Miami, Florida Your April 15,.1988 letter Dear Mr. Odle: This letter serves as follow-up to above subject Letter and our recent telephone conversations. We have no objections to the utility allowances you propose. However, please be advised that the total monthly rental debt -to -income ratios including utilities should not exceed 30% of the family's gross monthly income. Enclosed is a copy of the County's resolution allocating $1,070,000 to help finance your proposed rental units in the Southeast Overtown Parkwest Redevel- opment Project Phase I. Please be advised that.75% of the units requested must be rented to low income families. We note that you have not met the construction start date nor does. it appear that the construction completion date will be met. A request for an extension to the afore -mentioned condition is required. Sincerely, V dopenits Acting Division Director Surtax and Loan Administration PKK:og Enclosures cc: Mario Hart:i Department reading file 9arbara.Bryant Tod Robertson I PULLER !II I11U1"lotoe Cmocil1ly . 111C. ._ 1immrr 15 --- 3939 V�M ®317-876-1155 April 22, 1988 ms. Barbara Bryan Circa Limited/The Barness Organization 628 W. Rittenhouse Street Philadelphia, PA 16144 Re: The Odessa Miami, Florida PMA #88-2-180 Dear Ms. Bryan: .his letter is to.-s'rve as a follow-up to our telephone conversation of April 20, 1988. With your permi ion the following corrections were made on previously submitted management, ocuments: 1. 9832 - Man ement Entity Profile a. Item 19a: Jacksonville, FL was inserted. b. * Item 19b: Pensylvania Housing Finance Agency was inserted. 2. 9839b - Management Certification a. Item 1a2c: 4% was inserted. b. Calculation Page - Item 3: 4% was inserted and "Includes Parking Garage" was deleted. 3. Management Agreement Page 12 showing managment fee of 42 residential and miscellaneous income was inserted. :1 caps: of the above noted c-rree::ions ruin been enclosed for your review. :a i i!:1 C^ �7r .1`:` V V . /1-W EMMIT 16 , i rca 4 X.Jmitedw REAL ESTATE DEVELOPMENT b28 :vEST RITTENHOUSE STREET 1747 CHURCH STREET NORTHWEST PHILADELPHIA, PENNSYLVANIA 19144 WASHINGTON, D.C. 20036 TELEPHONE (21 S) 843-09" TELEPHONE (202) 265-2270 April 22, 1988 Mr. Paster Kopen i is Acting Division Director Surtax and Loan Administration Department of Special Housing Programs 3050 N.W. 7th Street Miami, Florida 33125 Dear Mr. Kopenitsx Circa Ltd. would like to request a waiver of condition (1) of our surtax allocation of $1,070,000 for The Odessa. This condition refers to a six month construction start date. As you are aware, all.of the rental apartment developments in the Southeast Overtown - Park West redevelopment area have experienced difficulty in securing financing committments. A number of factors have contributed to this situation - a long period of uncertainty leading up to, and subsequent changes in Federal tax laws which have negatively affected apartment financing; reluctance on the part of local financial institutions to participate in financing projects in the redevelopment area and a widespread hesitance toward Miami generally on the part of out-of-town financial institutiona;*and the inherent complexity in structuring public -private real estate development projects, Circa Ltd. has successfully overcome these obstacles and we are scheduled to start construction of The Odessa apartments in June, 1988. Puller Mortgage Associates, Inc. of Indianapolis has Provided us with a cosssittment for FHA Coinsurance on tax-exempt multifamily bonds to be issued by Dade County Housing Finance Agency.. The Surtax Loan allocated by Dade County is an integral part of The Odessa financing. in order for us to finalize all documents required -prior to the start of construction, we will need a written waiver of Condition (1) of our surtax allocation. With respect to the status of other conditions to the allocation: (2) Minority Contracting with Black -Owned Construction Firms. we will exceed the 201 target for contracting with black -owned construction firms. We are also pleased to advise you that black -owned firms have been actively involved in the architecural, interior and landscape design of The Odessa, bond underwriting, Ste/,' bond insurance, legal advisory and other professional services involved in project development. Latin -owned firma have been involved in the engineering and general contracting for construction. We intend to continue the high level of minority firm contracting throughout the construction and operating period. (3) Project plans are being forwarded to you under separate cover. The Odessa now consists of 169 units (Studio, One and Two Bedrooms) in a single 15 story building. A three story parking garage adjoins the apartment building and residents have access to a swimming pool and landscaped deck area. All units have balconies, fully -equipped European styled kitchens, ceramic tile baths, and wall-to-wall carpeting. The apartment building has'4,100 s.f. of ground floor commercial space. (4) Seventy-five percent (715%) of the,units covered by our surtax allocation will be rented to low-income families as categorized in your 2/10/88 revision to Income Limits for Participants. After initial occupancy, vacanies will he filled to maintain this ratio to the maximum extent possible. (5) Option to prepay loan without an interest penalty. (6) Circa Ltd. has received a draft promissory note and mortgage from Tom Robertson of the Dade County Law Department. We are submitting our revisions to this draft under separate cover for your approval. (7) Twenty-five percent (25%) of the units covered by our surtax allocation will be rented to moderate income families as defined in County Ordinance 83-81. (8) Please advise us if you have a drafted rent regulatory agreement or would -like us to prepare terms. (9) The property management contract is being submitted for your review. (10) We have complied with conditions specified in the rental RE`P document. (11) If the project is converted to For date, we commit to keep the Surtax units an affordable level fcr lore and moderate Surtax guidelines and regulations. This If sale housing at some future in the project priced at income persons within will be accomplished by 90-0126 0 using Surtax monies and additional subsidies as may be required by the Developer. (12) The Owner will make a concentrated effort acceptable to the County to rent at least 500 of the total complex within 120 days of construction completion. We appreciate your prompt assistance in working with us to finalize the financing documents. S'ncerely, r rZULbQ ara Bryan Principal f cc: Geoffrey Odle, Puller Mortgage , Neil Faggen, Esq. ..t.s�:.:ci.t'-e""r - �£..4i.�Y'�e.-- ...,�. •'vv aw.'.�r•�q(�!o,�er-+�.•�r.''""'� RESOLUTION SUPPLEMEIvTI►iG HOUSING FINA17CE AUTHORITY OF DADE COUNTY (FLORIDA) RESOLUTION 11FA-86-50, AS AMENDED AND SUPPLEMENTED BY RESOLUTION HFA-117-03 AND HFA-87-26 EXTENDING INDUCEMENT OF THE PROPOSHD ISSUANCE OF MULTI- FAMILY MORTGAGE REVENUE BONDS IN AN AMOUNT NOT TO EXCEED $7,500,000 TO FINANCE THE ACQUISI- TION AND CONSTRUCTION OF A 169 UNIT LOW, MODERATR AND MIDDLE INCOME RENTAL HOUSING PROJECT KNOWN AS OVERTOWN/PARR WEST DEVELOP- MENT PROJECT TO BE OWNED BY A JOINT VENTURE WHEREBY CIRCA OF FLORIDA, INC., THE BARNESS ORGANIZATION AND WILLIAM AND BERNIEC9 SAWYER ARE THE JOINT VENTURERS, AND LOCATED AT N. W. 2ND AVENUE BETWEEN 6TH AND 7TH STREETS, IN THE CITY OF MIAMI, DADE COUNTY, FLORIDA. WHEREAS, the Housing Finance Authority of Dade County (Fl.or lda) by Resolution No. HFA-86-50 (the "Inducement Resolu- tion") adopted August 250 1986, expressed it intention and ini- tiated "official action" to issue multifamily mortgage revenue hones in an amount not to exceed $7, 500, 000 to finance the acqui- sition and construction of a 169 unit low, moderate and middle inr.nme rental housing project 'known as Southeast Overtown/Park West development project to be owned by a joint venture whereby Circa of Florida, Inc., The Barness Organization and William and Berniece Sawyer are the Joint Venturers or the Odessa, Ltd., a Florida limited partnership of which Circa of Florida, Inc. is General Partner (the "Developer"); and WHERRAS, the Inducement Resolution pursuant to the. Author- ity's Rules, terminated six (6) months from date of adoption; and WHEREAS, the Developer requested and was granted by the Authority's Resolution No. 87-26 an additional six months exten- sion of the Inducement Resolution, having shown good cause there- for and having met the requirements of the Authority's Rules for extension; and WHEREAS, the Developer has requested a further six months extension "of the Inducement Resolution, has shown good cause therefor and has met the other requirements of the Authority's Rules for extension; and WHEREAS, the Inducement Extension Resolution is qualified in its entirety by the provisions of Chapter 159, Part VI, Florida Statute^, ..s maended, or a.rr mub-nequently enacted or erfecti e order p 4 � 90-OIL26 Y • , �� iirlg for multifami!y housing bonds, 'tl;e Authority i-aake no guarantees as to the method by which funds will be allocated to any particular project, including the Project, and to which projects, including the Project, funds will be allocated. The Developer shall hold the Authority and past, present and future members, officers, staff, financial advisors and employees harmless from any liability or claim based upon the failure of the Authority to close the transaction and issue the Bonds or any other cause of action arising from the adoption of this Resolu- tion, the processing of the financing for the Project, the issu- ance of the Bonds except for the gross negligence and willfull and wanton misconduct of the Authority. NOW, THEREFORE, BE IT RESOLVED BY THE HOUSING FINANCE AUTHOR- ITY OF DADE COUNTY (FLORIDA) : Section. 1. The Inducement Resolution as extended from February 23, 1987 to August 25, 1987 to February 25, 1988 is hereby further extended to August 25, 1988. Section 2. This Inducement Extension Resolution shall take .effect immediately upon adoption. Section 3. Alt resolutions and orders or parts thereof in conflict herewith are, to the extent of such conflict, hereby modified to the extent - of such conflict. The roll being called on the question of adoption of the Resolution, the vote thereon resulted as follows: AYES: 3 NAYS: 0 ABSTENTIONS: 0 The presiding officer declared said Resolution adopted and approved in open meeting. Adopted this 25th day of April, 1988.• HOUSING FINANCE AUTHORITY OF (SEAL)DADE COUNTY (FLORIDA) Atte-a-.* 14 91 a r n. 5ecre a7r /• • yasurer Apprq d, a to form and legal sufficiency by the Bade County Attorney Fir EXHIBIT 18 RESOLUTION NO. HFA-86 -03 RESOLUTION RATIFYING PREVIOUS ACTION OF THE HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA) RELATIVE TO THE PROPOSED ISSUANCE OF MULTIFAMILY MORTGAGE REVENUE BONDS IN AN AMOUNT NOT TO EXCEED $7,500,000 TO FINANCE THE ACQUISITION, CONSTRUCTION AND bPERATION OF A 169 -UNIT LOW, MODERATE AND MIDDLZ INCOME REN- TAL HOUSING PROJECT KNOWN AS THE ODESSA APART- MENTS PROJECT TO BE OWNED BY A JOINT VENTURE WHEREBY CIRCA OF FLORIDA, INC., THE HARNESS ORGANIZATION AND WILLIAM AND BERNIECR SAWYER ARE THE JOINT VRNTURERS, AND LOCATED AT N. W. 2ND AVENUE BETWEEN 6TH AND 7TH STREETS, IN THE' CITY OF MIAMI, DADE COUNTY, FLORIDA. WHERRAS, the Housing Finance Authority of Dade County ( Florida) (the "Authority") by Resolution No. HFA-86-50, as ,amended by Resolutions HFA 87-03, HFA 87-26 and HFA-88-02, j expressed its intention and initiated "official action" to issue multifamily mortgage revenue bonds to finance the acquisition, construction and operation of a 169 unit low, moderate and middle income rental housing project known as the Southeast Overtown/Park West Project to be owned by a joint venture whereby Circa of 1 Florida, Inc., The Barness Organization and William and serniece Al: Sawyer are the Joint Venturers or the Odessa, Ltd. a Florida limited partneship- of which Circa of Florida, Inc. is General Partner (the "Developer") and located at N.W. 2nd Avenue between 6th and 7th Streets, in the City of Miami, Dade County, Florida (the "Project")i and WHEREAS, it is expressly stated and agreed that the adoption _'. of. this Resolution is not a guaranty, express or implied, that the Authority shall approve the closing and issue the Bonds for the Project. This Resolution is qualified in its entirety by the provisions of Governor's Executive Order No. 86-242 or any subse- quently enacted or effective Order or legislation concerning a += state volume ceiling on multifamily housing bonds. In regards to the state volume ceiling for multifamily housing bonds, the Authority can make no guarantees as to the n►ethod by which funds --� will be allocated to any particular project, including the Pro- ject, and to which projects, including the Project, funds wi'JJL 26 allocated. The Developer shall hold the Authority and its past, present and future members, officers, staff, attorneys, financial {,p -i lv inors and employees harinless train any liabilitX nr-- - id .- 1.11(� ;.rye F3otids or any cause of action arising from the adoption of this Resolution, the processing of the financing for the Pro- ject, the issuance of the Bonds except for the gross negligence artd wilfull and wanton misconduct of the Authority or its past, present and future members, officers, staff, attorneys, financial advisors and employees; and WHEREAS, the Authority has conducted a Public Hearing on the Project this 25th day of April, 1988 in conformance with the requirements of the Tax Equity and Fiscal Responsibility Act of 1982, said Public Hearing disclosing no information sufficient to cause the Authority to rescind its previous action regarding the Project, now, therefore, BE IT RESOLVED BY THE HOUSING FINANCE AUTHORITY OF DADE, COUNTY (FLORIDA): Section 1. All previous action of the Authority is hereby ratified and the Project and proposed sale of bonds are hereby recommended for approval by the Dade County Board of County Commissioners. Section 2. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 25th day of April, 1988. HOUSING FINANCE AUTHORITY OF DADS COUNTY (FWRIDA) (SEAL) By •1A J .% Chairman, Attest: Approved ad to form and legal sufficiency by the County Attorney By: Ass scant County At Ear Dade County, Florida Jl� ,�V. sir l-t3t3-04 A 'FrS0T,11TIC'I SUPPLEMENTING A RESOLUTION ENTITI-o--j! flA RI'SOLUTTON PROVIDING FOR THE ISSUANCE OF NOT EXCFBDING $200,000000 HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA), MULTIFAMILY MORTGAGR RRVRNUF BONDS, (VARIOUS] SERIES ((VARIOUS) PROJECT), FOR THE PURPOSE OF ACQUIRING mmi ttowrGAGF LOANS OR MAKING LOANS TO LENDING INSTITU- TION AND REQUIRING THE PROCREDS THEREOF TO I3C USED FOR THE ORIGINATION OF NEW MORTGAGE LOANS, TO FINANCE MULTI- FAMILY HOUSING FOR RENTAL TO LOW, MODERATE. AND MIDDLE INCOME PERSONS OR FAMILIRS; PLEDGING REVENUES DERIVED FROM THE; REPAYMENT OF SUCH MORTGAGE LOANS OR SUCH LOANS TO LENDERS; AUTHORIZING AN INDENTURE OF TRUST SECURING SAID BONDS; AUTHORIZING LOAN OR OTHER AGREEMENTS RELAT- ING TO SECURITY FOR THE BONDS; AND MAKING CERTAIN COV9- NANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF THE BONDS AND PROVIDING AN EFFECTIVE DATE." BY PROVIDING FOR THE FORM OF TRUST INDENTURS, FINANCING AGREEMENT, LAND USE RESTRICTION AGREEMENT, JARBITRAGE REBATE AGREF- HENT AND ASSIGNMENT OF LOAN DOCUMENTS, INCLUDING CERTAIN ASSIGNMENTS' AND ALL ATTACHMENTS TO SUCH AGREEMENTS; AUTHORIZING NOT TO EXCEED $7,500,000 MULTIFAMILY MORT- GAGE REV9NU8 BONDS (GNMA COLLATERALIZED - ODESSA APART- MENTS PROJECT); AUTHORIZING THE ISSUANCE OF SUCH BONDS TO BE DESIGNATED 1958 SERIES ; APPROVING AND ACCFP'PING A BOND PURCHASE AGREEMENT TO EFFECT THE NEGOTIATED SALE OP SUCH BONDS; APPROVING AND AUTHORIZING THE DISTRIBU- TION OF A PRELIMINARY OFFICIAL STATFMFNT; AUT11ORIZTNG THE APPOINTMENT OF A TRUSTEE AND REGISTRAR; AUTHORIZING THE PROPER OFFICERS TO DO ALL OTHER THINGS NECESSARY OR ADVISABLE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Housing Finance Authority of Dade County (Ftorida) (the "Authority") by resolution adoh.ted October 31, 1985 (the "Resolution"), provided for the issuance of not exceeding -100,000,000 of its Housing Finance Authority of Dade County, rIorIola, Multifamily Mortgage Revenue Bonds, Various Series ((various) Frojects) for the purpose stated in the title of the R,�^nl.-ution and provided for other matters consistent therewith; :a n'l WIRREAS, pursuant to the Resolution, the Authority must pro- v i.,le for the form of documents necessary to carry out the plAn of r ivinn -i n7 for multifamily housing projects for rental to persona or families of thoderate, middle or lesser income in Dacia County, Florida; and 11111r.kBAS, pursuant to an inducement resolution, as amendr•(i ( the "Inducement Resolution") , the Authority has previously expresser] its intention and initiated "official action" to issue tts multifamily mortgage revenue bonds For the financing of a project known as the Odessa Apartments Project (the "Project"); anA 90-0126 i 1111EREAS, the Authority now desires to supplement the tion and the Inducement Resolution by authorizing the Bonds and by providing for the form of documents necessary to carry out the plan of financing and to facilitate the sale of the Bonds; and WHEREAS, the Authority has reviewed the market conditions and trends affecting the sale of the Bonds; and WHEREAS, the Authority has reviewed and looked at the rela- tive advantage of a negotiated sale in light of the current and anticipated market •condit ions; and WHEREAS, the Authority has conskdered what would be in the bast interest ofdthe Authority and the public; and WHEREAS, the structure of this issue renders this issue a candidate -for negotiated sale; and WHEREAS# there has been prepared and submitted by Pryor, Govan, Counts & Co., Inc. and Raymond James & Associatea, Inc. ( the "Underwriters"), a • Bond Purchase Agreement ( the "Bond Purchase Agreement"), attached hereto as Exhibit F, pursuant to which the Authority agrees to sell and the Underwriters agree to purchase the Bonds; and WHEREAS, pursuant to Section 218.385, Florida Statutes, as amended, an authorized officer of the Underwriters will provide to the Authority upon execution of the Bond Purchase Agreement a disclosure statement in the form attache4 to the Bond Purchase hg reement as an Exhibit; and WHEREAS, the Authority desires to approve the form of a Pre- liminary Official Statement in the form attached hereto as Rxh ibit G for distribution in connection with the offering of the Bonds; a nd WtiERgAS, the Authority has deemed it advisable to enter into a Trust 'Indenture and the Authority desires to appoint a trustee i acid registrar to serve under the Trust Indenture. ' NOW, THEREFORE, BK IT RESOLVED BY THE HOUSING FINANCE AUTHOR- ITY OF DADE COUNTY (FLORIDA)# as follows: SECTION 1. There is hereby authorized to by issued in an amount not to exceed $7, 500, 000 Multifamily Mortgage Revenue Bonds of the Authority, which shall be designated Housing Finance 2 _ �r l� y oc Dade County (Floricla) lul tif-amiA.y ttort� 3�e Revryr.:�- ilonds1 1988 Series _ (GNMA. Collateralized - Odessa Apartments Protect) (the "Bonds") for the purpose of financing the acqui8i- t ion, construction and operation of the Project to be owned by a joint venture whereby Circa of Florida, Inc., The Barness Organi- zation and William and Berniece Sawyer are the joint venturers or the *iessa, Ltd., a Florida limited partnership of which Circa of rlorida, Inc. is General Partner (the "Developer"). The Bonds Shall. be issued under and secured by the Resolution, as supple- mented and amended hereby, and the Trust indenture (the "Inden- ture") referredr to below which by reFerence are hereby incorpo- rateA in this Resolution as if set forth in full herein. The Ronds shall mature in the amounts and at the times, shall bear interest at the rates, be redeemable at the redemption prices and upon the terms and shall have all of the other characteristics as set forth in the Bond Purchase Agreement attached hereto as Exhi- bit F. The Bonds, in fully registered form, shall be executed, authenticated and aelivered by the officers or members of the Authority authorized below in substantially the form set forth in the Indenture. SECTION 2, The Indenture for the Bonds in substantially the form attached hereto as Exhibit A, including, all attachments thereto and documents referred to therein, is hereby approved, and the Chairman, Vice -Chairman, Secretary -Treasurer or any other officer or member of the Authority is hereby authorized and directed to execute and deliver the indenture, and the other docu- ments referred to in this Section, on behalf of and in the name of the Authority with such additional changes, insertions and omis- sions therein as implement the provisions hereof and as may be made and approved by the said officers or members of the Authority upon the advice of the County Attorney, Financial Advisor to the Authority or Bond Counsel, such execution to be conclusive evi- tlence of such approval. SFCTIOM 3. The Financing Agreement for the Bonds in substan- tially the form attached hereto as Exhibit a (the "Financing Ag reement") incluri ing all attachments thereto and documents 9n►'" 01- co►itn;nplated by the issuance of the Bonds and the Chairman, Vice - Chairman, Secretary -Treasurer or any other officer or member of the Authority is hereby authorized and directed to execut? and rJei. iver the Financing Agreement, and the other documents referred to in this Section, on behalf of and in the name of the Authority With such additional changes, insertions and omissions therein as may be made and approved by the said officers or members,of the Authority upon the advice of the County Attorney, Financial Advisor to the Authority or Bond Counsel, such execution' to be conclusive evidenye of such approval. • SECTION 4. The Land Use Restriction Agreement for the Pro- ject in substantially the form attached hereto as Exhibit C (the "Land Use Restriction Agreement") is hereby approved with such additional changes, insertions and omissions therein as may be made and approved by the Chairman, Vice -Chairman, Secretary- Trea3urer or any other authorized officer or member of the Author- i ty upon the advice of the County Attorney, Financial Advisor to the Authority or Bond Counsel, at or prior to the sale and deliv- ery of the Bonds, and with such additional changes, insertions and omissions therein as may -be made and approved by said officers of the Authority, such execution to be conclusive evidence of such approval. ! SECPION 5. The Arbitrage Rebate Agreement for the Project in substantially the form attached hereto as Exhibit D (the "Rebate Agreement") is hereby approved with such additional changes, insertions and omissions therein as may be made and approved by the Chairman, Vice -Chairman, Secretary -Treasurer or any other authorized officer or member of the Authority upon the advice of the Country Attorney, Financial Advisor to the Authority or Bond Counsel, at or prior to sale and delivery of the Bonds, and with such additional changes, insertions and omissions therein as may be made and approved by said officers of the Authority, such ewe.-;at:;ran `-r, `* eahciuq+-Y3 eiraderce o{ eurli al;v"70Pa?. a� ..1'.-1 (r: �! 1. 1.M f. '.•�'.. '.1 �. r�. ate.. •^'C)=I1%: .c1 cl a "A=Iir.Inment of Gann Documents" i i.^ Ircreloy approved 3LI.Ch al;fii- tional changes, insertions and omissions therein as may by made and approved by the Chairman, Vice -Chairman, Secretary-Treasarer or any other authorized officer or member of the Authority upon the advice of the County Attorney, Financial Advisor to the Authority or Bony] Counsel, at or prior to the sale and delivery of the Bonds, and with such additional changes, insertions and omis- sions therein as may be made and approved by said officers -of the Authority? such execution to be conclusive evidence of such approval. SECTION 7. Negotiated Sale Award of Bonds. A negotiated sale of the Bonds is in the best interest of the Authority and is found to be necessary on the basis of the following reasons, as to which specific findings are hereby made: A. Multifamily housing revenue bonds are traditionally sold on a negotiated sale basis and consequently a competitive sale of the nonds would in all probability not produce better terms than a negotiated sale particularly in view of the timing of such an offering and the current instability of the Bond market. B, The ponds will be payable from- the proceeds of the Financing Agreement anti therefore the Developer will bear the direct burden of payment of principal of and interest on the Rands. The Developer has expressed its unwillingness to undertake the risks and expenses attendant a public sale of the ponds. C. The complex nature of the security for payment of the Bonds requires a lengthy review of the credit of the Developer and cash flow computations of the Project which would be financially impractical for bidders to undertake in a competitive sale con- text. The Underwriters will provide to the Authority all appli- cable disclosure information required by Section 218.385, Florida Statutes, as amended, upon execution of. the Bond Purchase Agree- ment. 'Ch�e negotiated sale of the Bonds to the Underwriters is _2 hereby authorized and ap proved upon substantially the terms and conditions set forth in the Bond Purchase Agreement attached hereto as Exhibit F. 90 '01. ► SECTION 8. Acceptance ,of Bonn] Purchase Agreement. The Bond Purc tense Agreement in the form attached hereto as Exhibit F is hereby accepted with such additional changes, insertions and omia- lions as may be approved by the Chairman, Vice -Chairman, Secretary -Treasurer or such other member of the Authority upon the advice of the County Attorney, the Authority's Financial Advisor and Bond Counsel. The Chairman, Vice -Chairman, Secretary -Treasurer or such other member of the Authority is hereby authorized to execute the Bond Purchase Agreement and, subject to the advice of the County Attorney, the Authority's Financial Advisor and Bond Counsel, to approve an interest rate on the Bonds not to exceed a true interest cost of 9.50% per annum. SECTION 9. Description of Bonds. The Bonds shall be issued as typewritten or printed bonds in fully -registered form, shall be dated, shall mature on such dates in the years and amounts and shall bear interest, payable on such dates, all as set forth in the Bond Purchase Agreement .attached hereto as Exhibit F. SECTION 10. Redemption Provisions. The Bonds shall be sub- ject to optional and mandatory redemption prior to maturity upon the terms and in the manner described in the Bond Purchase Agree- ment, the Trust Indenture, the Financing Agreement and the Prelim- inary Official Statement as attached hereto. SECTION 11. The use of a Preliminary Official Statement relating to the Bonds, substantially in the form attached hereto as Rxhibit G, and made a part hereof., is hereby approved and the d isl-�r Mite lon of a f'.nal off icial ,7Lctt�MAnt eub:s; anti tsily In the (3, i:* ret� � i':�. •7�.t•, r:�;,s;�:s7.i3 �� •y c•-ra¢r:F_t tyA i^Orr +� ••}t: s.ui�:7. C.a .'. .{:', ';:! .'ii f `�`' .a!ti:_'' .. • e *wgw_ Mw r► NiIAesa�V.1 i=`j 1Fr 10Mr, i+l ii.r Ov w+•n r< 90 91/ 2C `�+PR�RfOMCR •MaY �•. Irf w+vwt.�•' •4i�i�a.j ,�;�,aS � f`�s: .•,� 4 : q.i -;i -• �. , u • 1, , �.:. � '.''.. : t i !. `I' �• i. -R t deliver same to the Underwriterst such execution to be conclusive evidence of such approval. SECTION 12. Authorization of aLl. Other Necessary Actions. The Chatrmanj Vice -Chairman, Secretary -Treasurer, Attorney for the Authority and Bond Counsel_ for the Authority are each designates] agents of the,Authority in connection with the issuance and deliv- ery of the Bonds, and are authorized acid empowered, collectively or individually, to take all Action and steps to execute and deliver any and all instruments, documents or contracts on behalf of. the Authority which are necessary or desirable in connection with the executiA and delivery of the Bonds which are not incon- sistent with the terms and provisions of this Resolution and other actions relating to the Bonds heretofore taken by the Authority. SECTION 13. Trustee and Registrar. Florida National Bank is hereby designated as the Trustee for the Bonds and shall also serve as Registrar under the Trust Indenture for the Bonds. SECTION 14. All prior resolutions and motions of the Author- ity inconsistent with the provisions of this Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and except as otherwise modified, supplemented3, and amended hereby shall remain in full force and effect. SECTION 15. All resolutions or parts thereof of the Author- ity in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. _. ADOPTED this 25th day of April, 1988. (SEAL) A HOUSING FINANCE AUTHORITY OF DADE COUNTY MORIDA)/ t f : TATE DEVL1.G►"MU1 i (iltt WEST RITTENIiOUSE STREET PI111.AD 1.11HIA, PENNSYLVANIA 19144 , i EPI K)NU (215) 843.0999 May 2, 1988 _ -e 'tt R � c�•i Yl,i r S?i:LI3 � I•iUL'5�1Ca Prcw:c.inv� Div. 11. U. D. Mr. Peter Kopenits Acting Division Director Surtax Loan Administration Department of Special Housing Programs 3050 N.W. 7th Street Miami, Florida 33125 RA: The Odessa Apartments Southeast Overtown - Park West area 1747 CHURCI i STREET NORTHWEST WASHINGT0N, U.C. 2 M14 TELEPHONE (202) 265.2270 Dear Mr. Kopenits: It was nice to see you last week. We appreciate the assistance you've provided over -the past few weeks in getting quick -turnarounds on all the last minute clarifications we've needed to complete the financing agreements for The Odessa. As you are aware, the primary source or financing for the Odessa is tax-exempt mortgage revenue bonds being issued by the Dade County Housing Finance Agency (EPA). While the HFA income guidelines for low -moderate rent units closely match those of the surtax program (see attached rent worksheet), there are a number of regulatory requirement3 of HFA and the surtax program that are in conflict. For instance, the surtax program bases rent increases on demonstrated increases in operating costs while bond regulations tie rent increases to ilUD reported household income statistics for Dade County. While the net effect on rents for low -moderate rent units is unlikely to be significant, compliance with conflicting regulations would create problems for the project. In order to avoid jeopardizing the tax-exempt status of the bonds, we would like to request your concurrance that in any cases where surtax regulations conflict with bond regulations, that bond regulations will prevail. Your concurrance on this matter will enable us to meet the intent of providing low -moderate rent units and proceed with the final phase of financing. I am sending a copy of this letter to Tom Robertson for review and will follow-up:with a second mortgage document soon. It is P� important to our processing schedule, however, that we obtain your approval on the matter of regulatory issues this week so that we can proceed with bond documents. If you could forward a signed copy of this letter via express mail to Geoffry Odle at Puller Mortgage, we would appreciate it. I've enclosed a vompleted Federal Express form for your convenience. Si cerely, arbara Bryn ' Principal cc: Tom Robertson Geoffry Odle, Puller Mortgage Agreement: Peter Kopenits TO: Ms. Barbara Bryan Principal DATE: May 6, 1988 We have no objections to the contents outlined herein. However, keep in' mind that 75% of the Surtax units must be rented to low income tenants. those earning 80x or less of Dade County median income. In addition, total monthly rental payments including utilities cannot exceed 302 of gross monthly income. Peter �.openits tActing Division Director Surtax and Loan Administration cc: Mario Marti Tom Robertson Coca acoeend LOW -NOD RENT WORRSAEET THE ODESSA MIAMI, FL•ORIDA MEDIAN RENT AT HOUSEHOLD SIZE INCOME 80% OF 30. OF UTILITY CONTRACT (1000) MEDIAN INCOME ALLOWANCE RENT 1 PERSON 21600 17280 432 35 397 2 PERSONS 24700 19760 494 45 449 3 PERSONS 27750 22200 555 50 505 4 PERSONS 30800 124640 616 60 556 120% OF 30% OF UTILITY CONTRACT MEDIAN INCOME ALLOWANCE RENT 1 PERSON 21600 25920 648 35 613 2 PERSONS 24700 29640 741 45 696 3 PERSONS 27750 33300 833 50 783 4 PERSONS 30800 36960 924 60 864 y ��✓ �- � I � irk.- 1:.,%'+�. µ i c. '• i ^rw i ^�'.,�.t ,• c --- . ,-.. - _� .,-.-,-.,. _ __ __. _ .. _ _ - _ ........ .,. _.. v a . ✓' Nt OJA E CErE3.C>VNI 4 628 %%!FcT RITTENHOUSE STREET ; ; `', -URCt-1 "I Rf[I NU': rNtit EST PHILADELPHIA. PENINS1'0VANIA 1,9144 Nr`,51HNGf(*'*-',S, D.C. '003b 3 Fl.PNONE 1213) 84317999 ?':IF:PHQNE (204 2 May 1988 xr.` Peter Kopenits Acting Division Director Sur -tax & Loan Administration f S i 1 H i Pro raps Department o pQc a oue ng g 3050 N.W. 7th Street Miami, Florida 33125 RE: the Odessa Sur -Tax Loan As per the conditions to the Sur -Tax loan and your conversation with Barbara Bryan please find attached the following for your review: Property Management'Contract Architectual (floor plans (A 1*2,31 rendering) Call if you need any additional information. •�+ ,, ,�,. ., .� .� :� *� Very truly William L. it U. V. cc: Barbara Bryan encl. , 0 L a ti./�' s i, 't• 'v�Ot+;.'S3ci*. a•t_9 :,�,t;�'7 ak.° 7Y•'A::l.',: 4%=7 REAL ESTAT E DE'vESOP-MENT 0--8 V.-EST RITTENHOUSE STREET 1747 CHURCH STREET NORTHWEST t' 4ILA07LPHIA, PENNSYLVANIA 19144 WASHINGTOIN, D.C. A'M36 TELEPHONE r2151843-0999 TELEPHONE (202) 265.2270 May 19, 1988 Irk I," It s Mr. Peter Kopenits {r Acting Division Director !,JAY ? :; 4998 Surtax and Loan Administration a Department of Special. Housing Programs 3050 N.W. 7th Street SpECiai, 1:'JUSING Miami, Florida 33125 piogiams Div. Re: The Odessa Apartments H.U.D. Overtown-Park West Redevelopment Area Dear Mr. Kopenits: As a follow-up to my letter of of April 22, 1988 requesting a waiver of condition (1) - six month construction start date - on our surtax allocation of $1,070,000 for The Odessa, we would also like to have the following approved at the May 26 Surtax Board meeting: A 40 year term on the surtax loan. The FHA co-insurance on the bond financing for The Odessa requires that any secondary financing be for the same term as the bonds. - Approval of any mortgage document and regulatory agreement terms necessary to comply with HUD -FAA co-insurance and bond requirements. The option to structure a graduated repayment schedule on she surtax loan for years 1 through S. As a result of changes in the 1986 Tax Act, there is no offsetting tax shelter to compensate for minimal cash flow produced by moderate rent apartments during the early years of operation. A graduated repayment schedule on the surtax loan would provide the flexibility to address this problem. We appreciate your assistance. Si erel/y, bare Bryan Principal 9O- OJL , .. .a.:<—:�.:. :..w�.ix:,_:...,..N.�.•.♦�.w::_+to,rtsa'i:,t.r,��_K2i,7y.:larl.r Ceaar ki. Wio Nby 1919";o —n.r. Mang er :��<<• S .S . Overtown/Park blest Reduc ticn of Per.ni L T"e � 3 «tOM i GL:iie' (.'hWr3r Assi :ant D- recto aCi ERlNCES Department of Development cNc�osuRFs: In order to redevelop S.E. Overtown/Park West in a manner consistent with the City's Urban Development Goals and Design Guidelines, portions of the Redevelopment area have been woned SPI-- IS. Under this zoning classification; all development plans must be reviewed by.the Planning Department in order to obtain -a Class c: Permit. Until recently the Class C Permit fee; which is separate from the Building Permit; was calculated on the basis of .l cents per square foot of net land area to be developed (with a minimum fee of' $200*). As a result of an amendment to Ordinance 10396; effective March 15, 1988; the Fee Schedule was changed to .015 cents per square foot of gross proposed construction (with a minimum fee of $300**). The resultant increase in costs to the developers is as follows: Developer Original Fee Revised Fee Can -American Reality Corp. $3;015 $ 8;239 Cruz Development Corp. $3,016 $12,123 Indian River Investments $ 2uO* $ 300** Circa/sarnese/sawyer already processed n/a This increase in fees was not anticipated by the Developers In their budget preparation and in order to assist them in maintaining their originally anticipated costs; we are hereby requesting that they be allowed to pay. for the Class C Permits on the basis of the original •fee schedule. Future Class C Permits; including those which will need to be obtained by the developers for remaining portions of their Phase I Developments; will be processed under the new Fee Schedule. Approved: P date: Cesar H. U io, City Manager M3�&/wp < s W3% 24 cell �� ESTATE C3E1v ELOPMENT 62a %%i-:,:T FITTENHOUSE STREET 1747 CHURCH STREET NORTHWEST N-'.';.ADELPHP P. PENN5YLVANIA 19144 �'1iASHINGTON, U.C. 20(136 TELEPHONE (215) 843-0995 TEI.EPHONE (2021265.2270 May 24, 1988 Mr. Peter Kopenits Acting Division Director surtax Loan Administration Department of Special Housing Programs 3050 N.W. 7th Street Miami, Florida 33125 Re: The Odessa Apartments Overtown - Park West Redevelopment Area Dear Mr. Kopenits: Following our discussion with Tom-Roberts{o❑ regarding items needing May 26 board approval for our surtax loan, the following elaborates on items outlined in my May 15 letter to you: - Renewal of authorization to use surtax loan proceeds within six A/ months of the date of board resolution extending construction ' start date for the loan; - A 40 year term on the surtax loan. The FHA co-insurance on the bond financing for The Odessa requires any secondary financing to �- be for a term no less that the term of the bond, which is presently 40 years. The surtax loan will be non -recourse to the borrower and all of its principals and partners. - Approva'. of any note, mortgage document and regulatory agreement terms necessary to comply with HUD -FHA co-insurance and bond requirements, including requirements that may be contrary to provisions of our surtax loan approval, provided that household income and rent guidelines of the surtax loan program are met. As required by HUD -FHA, debt service payments under the loan to be paid out of "surplus cash" provided that this restricticn will not excuse the borrower from failure to pay amounts due under the surtax note. - The surtax loan will be repaid interest only for five years, and thereafter monthly payments will be fully amortizing over the , term of the loan. ,As a result of changes in tote federal 1985 max Act. there is no offsetting tax shelter to compensate for minimal cash flow produced by moderate rent apartment:; during the early. i 71i! rs o= o-,e a ion.. The five ,rear int rast y-.ngrt sr,hedt le .allows this problem to be addressed. We appreciate your assistance. S}e r e 1 y p.^� JbaraBryan p Principal cc: Tom Robertson Matthew Schwartz Neil Faggen f EMUBIT 25 _ or • *� r. O. box 330700 CrSAR H. OOIQ VTV MANA09, MIAtAQ ►�oaiD♦ 33ri�-p�Os R ��f �tl9•s�p-9��A Jena 3, 1988 Mr. Bill Wilson President Circa/8arness/Sawyer 628 W. Rittenhouse Street Philadelphia, Pennsylvania 19144 Dear Mr. Wilson: Pursuant to City Commission Resolut*on No. 88-157, the City established June 15, 1988 to commence construction for "The Odessa" a 169 unit structure on Parcel No. 55 East of the Southeast Overtown/Park West Project. In order to insure compliance with this resolution, the following actions must be undertaken by that date: 1) Execution by the developer of the Land Disposition Agreement including Minority Participation Plan. 2) Proof of financial ability to undertake the project. 3) Review by the City of the final plans and the issuance of the Class C permit and a foundation permit by the City. 4) Proof of a construction contract with the General Contractor or proof of contract to begin the foundation. 5) Review of compliance with Minority Participation Plan. It is important that you comply with all of the above requirements by June 15th as we anticipate construction to start P 'uns 3. ? . t 3 + J' .age _ im!nediately at the site with major construction to be underway within 60 days. By July 15th, we will rewire the following actions to have been completed: fencing of the site, placement of construction trailer, placement of approved construction sign and the beginning of excavation for the foundation. if you.have any Que-stions, please feel free to contact my office. Si rely, Cesar H. Odio • City Manager Ir E)TIBI`I' 26 Co-ca djattited7 MTV W-T! W, REAL ESTATE DEVELOPMENT 628 WEST RITTENHOUSE STREET 1747 CHURCH STREET NORTHWEST PHIL.ADEIPHIA, PENNSYLVANIA 19144 WASHINGTON, O.C. 20036 TFLEP: IONE (215) 843-0999 TELEPHONE (202) 265.2270 June 6, 1988 Mr. Peter Ropenits Department of Special dousing Programs 3050 N.N. 7th Street Miami, Florida 33125 Re: The Odessa Apartments Overtown-Park hest Redevelopment Area Dear Mr. Ropenits: Pursuant to the Surtax Board's action •r development at the May 26 meeting, I would appreciate it if y — aid forward to me a copy of the approved resolution for our records. Also we will need a copy of the County Commission's June 6 approval of extension of our surtax loan. In order for us to stay on our development schedule, it is important that the Board's May 26 approval pertaining to 13UD and Dade County HFA document compliance be approved at the next June meeting of the County Commission. I would appreciate any assistance you can provide in assuring that this resolution is placed on the agenda. Sere//ly, Barbara Bryan Principal cc: Tom Robertson Neil Faggen Matthew Schwartz I 9 —01 -:; RESOLUTION APPROVING A SIX MONTH EXTENSION OF TIME FOR CONSTRUCTION START UP TOGETHER 14ITH A TWENTY-FOUR MONTH EXTENSION OF TIME FOR PROJECT COMPLETION AND SELLOUT BE GRANTED TO FIVE COMMUNITY DEVELOPMENT CORPORATIONS AND TWO PRIVATE DEVELOPERS. WHEREAS, this Board desires to accomplish the purposes out- lined in the accompanying memorandum, a copy of which is incor- porated herein by reference. NOW, THEREFORE, BE IT RESOLVED B'Y THE BOARD OF COUNTY COMMISSIONERS OF DADE COUNTY, FLORIDA, that this Board approves the extension of time for construction start up, together with a twenty-four month extension of time for project completion and sellout to five Community Development Corporations and two Private Developers as described in Exhibit "A" attached hereto and made a part hereof so that they may continue to participate in the Housing Assistance Loan Program. The foregoing resolution was offered by Commissioner •oho moved its adoption. The motion was seconded by Commissioner and upon being put to a vote, the vote was as follows: Barbara N. Carey Clara Oesterle Beverly B. Phillips James F. Redford, Jr.. Harvey Ruvin Barry D. Schreiber Jorge E. Valdes Sherman S. Winn Stephen P. Clark The Mayor thereupon declared the resolution duly passed and adopted this DADE,COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS RICHARD P. BRINKER, CLERK Approved by County Attorney as By: to form and legal sufficiency. Deputy Clerk 90 0:126 Ell EXHIBIT "A" The.following named community development corporations are chartered in the State of Florida and have been approved by the Dade County Office.of.Community and Economic Development to participate in the Documentary Surtax program. Their primary objective is to reiritalize certain neighborhoods by providing decent, safe and affordable housing. Neighborhood Housing Services, Inc. 149 West Plaza, Suite 235, Miami, Florida 33147 Opa-locka Community Development Corporation 14251 N.W. 41 Avenue, Miami, Florida 33054 Coconut Grove Community Development Corporation 3552 Grand Avenue, Coconut Grove FL 33133 St. John Community Development Corporation 1324 N.W. 3 Avenue, Miami, Florida 33136 The private developers listed below are licensed builders approved by Federal, State and local governments to participate in the construction of both sales and rental housing in the South East Overtown/Park West Redevelopment project. John B. Cruz Construction Co., Inc. One John Eliot Square Roxbury, MA 02119 Circa Limited 1747 Church Street Northwest Washington, D.C. 20036 Ad ii �i... ` • ••t t. 1 a.t.r•ja 1.u, 4r�...,..5•:�iL .ti:.;�t•�'G..•' •.:,:/s a;'.:.•1;,''.a. •'�JY::. �;,ti; •.. ,.� ..'�...: `-�.' IT't '. .'. '.�.. '".: �. .S . ,,i ,�•�./ .�:i= t •v;4: ..if•••. a•..y _.J •�M •; •y .�'g rr �•' ,:: t�,1%" � •,+ �` !`tR!�; � :fi� .• ,�'„�'�' 1'Acy j��,,,tlr� a •��' ri ..s`" :ii: . :�tt��•�J-•.. i�!l�if�t 3 r�,: - L � t xf�" � , �;5;ii�'•�` �= ti ,ti_+-., 11��••t, ..t�.1C1 1 11 i { .J�� ..r { r- . 4 r n 1rr7 . 4`— i extension for construction start up and twenty four '.:?riG Martimonth extension for project Special Housing Programs completion Department Director Please forward the attached request for a six month extension of time for construction start up and twenty-four month extension of time for project completion and sellout to five community development corporations and two private developers to the office of the County Commissioners. : 0 MD"g MD": , Attachments _ r 1 A" ! �7iiiiiRR . n :' a yam• /� c TO' "?c_:,ev 1•7. KniFht, Jr. r,^TE County SUBJECT: ^ecu. st for a six -,nanth _ extension for construction _ start up and twenty-four ROM: month extension for Isaac Withers project completion Assistant Bounty Manager Please reserve an agenda item for the attached resolution. full particulars are included in the memorandum. IW:og Attachment Special Housing Programs Control Log reference #� _ t 3 - ri,rA t _' . ,t.• t �' •�:1:? �' >t ~ ti.'r y ;,. ^ �A •t.. :1. ,»� 'r s� >�tt� ..zs.vi!ti:a. . +. �j •t^•s .,!• ��".. ^t: r{i•'.'`1r :.�'-M •'� lyi1 .� •� � �L'; tf: 'rim �'�i !t .♦ .. ,r. '4' .. .. ; ••• _ - . can tea( ,. -• • : -:i Members 0ATc o� cour,� C�ranissioners SUBJECT Request for extension of time for Community Development Corporations Dewey W. Knight, Jr. and Private Developers Interim County Manager RECOMMENDATION: It is iecom►nended that a six month extension of time until November 15, 1988 for construction start up, together with a twenty-four month extension for project completion and sellout be granted to the following Community Development Corporation and Private Developer projects: CDC AWARD AMOUNT RESOLUTION No. AWARD.DATE NHS (Doc Bene) •- $ 330,000 R-344 3/17/87 NHS (Jt. Venture - ZunAi). 280,000 R-429 4/7/87 Opa-locks (Harmony) 200,000 R-372 7/1/86 Coconut Grove (J.V. Nadia) 460v500 R-399 4/28/87 St. Johns (Rental) 659-000 R-1177 9/14/86 Cruz Construction (SEOTPW) 1,5150000 R-342 3/17/87 Circa Limited (SEOTPW) 1,070,000 R-395 3/17/87 BACKGROUND: The Board of County Commissioners by the resolutions indicated here- in approved allocations of Surtax funding to developer projects listed above for the purpose of providing affordable housing to low and moderate income families participating in the.County's Housing Assistance Loan Program. -� One of the award conditions stipulated that construction must start - within six months of County Commission's approval. This condition has not been satisfied for the following reasons: The CDCs and private developers listed herein experienced unforeseen delays in the start up of their respective Surtax projects due ZZ to the property acquisition delays, re -platting requests for zoning variances, municipal review of architectural designs and delays caused by installation or upgrade of infrastructure at the project sites. The -Private, for -profit developers have experienced unforeseen delays in the acquisition of a Federal Urban Development Action Grant (UDAG) as well as Dade County Housing Finance Authority first mortgage financing. Because the financing and details relating to construction are now AM place, it is anticipated that construction will begin on all of the projects listed herein prior to the expiration of this extension. The Surtax. Advisory Council has recommended approval of there extension requests. All other conditions outlined in the initial approval.award remain in effect. Attachment t0707 V♦ 90--OIL 6 22. MEMORAND01M OF AGREEMENT S MEMORANDUM OF AGREEMENT made and entered into as of this JTEi�'` day of _jL--la , 1988, effective as of. the day of June, 1988, by and between THE CITY OF MIAMI, a municipal corporation of the State of Florida (the "CITY"), acting by and through the City Manager, with an address at 3500 Pan American Drive, Miami, Florida 33133, and THE ODESSA, LTD., a Florida limited partnership, with an address at c/o Circa Limited, 628 West Rittenhouse Street, Philadelphia, Pennsylvania 19144 (tile "DEVELOPER"), for the purpose of recording. That the CITY has agreed to lease to the Developer, and the DEVELOPER has agreed to lease from the CITY, the following described real property ("Leased Property"): — See Exhibit "A" attached hereto and incorporated herein by reference: for the period commencing on the effective date of this Memorandum (the "Possession Date") and.continuing thereafter for a period of ninety-nine (99) years, as set forth in and pursuant to the terms and conditions of that certain Lease and Development Agreement for Portions of Block 55N of even date herewith by and among the parties hereto (the "Lease"), an executed copy of which is in the possession of each party. This Memorandum is not a complete summary of the Lease. Provisions in this Memorandum shall not be used in interpreting the Lease provisions. Any attempted conveyance, lease, transfer or assignment by either party thereto obtained in violation of the terms of the Lease shall be void and shall confer no interest. or title, as more specifically provided in the Lease. In the event of conflict between this Memorandum and the Lease, the provisions of the Lease shall control. IN WITNESS WHEREOF, the instrument to be executed by duly authorized, this day and ATTEST: / G ?—AtTT HIRAI , City Clerk WITNESSES: APPROVED AS TO INSURANCE REQUIREMENT: By: Insurance parties hereto have caused this the respective officials thereunto year first above written. CITY OF MIAMI, a municipal corporati of the State of Florida By: CESAR H. ODIO, City Manager DEVELOPER: THE ODESSA, LTD., a Florida limited partnership BY: CIRCA OF FLORIDA, INC., a Flo a corporation - Gene XPart,&w `--- By: to Attes APPROVED AS TO FORM AND CORRE NESS B� -A AFTER RECORDING RETURN TO: Neil Faggen, Esquire Blank, Rome, Comisky & McCauley 1200 Four Penn Center Plaza Philadelphia, PA 19103 Jo ge L. Fe nandez, Ci y Alto ey 90-►JL2s ,-*TAT OF FLORIDA SS COUNTY OF DADE officer., authorized to take acknowledgement according to the laws of the State of Florida, duly qualified and acting hereby certify that CESAR H. ODIO, as City Manager, and. Walter Foeman, Asst.City CleAn behalf of the CITY OF MIAMI, a municipal corporation of the State of Florida, to me personally known, this day acknowledged before me that they executed the foregoing agreement as ,such officers of said corporation, as aforesaid, for the uses and purposes therein set forth; and they affixed thereto the official seal of said corporation. I further certify that I know the said persons making said acknowledgement to be the individuals described in and who executed the said agreement. IN WITNESS WHEREOF, I hereunto set my and official seal at said County and State, this /.r-'` dQyd June, A.D. 1988. Notary Puofic State of fiorfa;. (Seal) My Commi s s ion Expires: My CommlSsr©n UP. moi..-J, 1990 Bonded thip Genaw ins. Und. COMMONWEALTH OF PENNSYLVANIA : : SS COUNTY OF PHILADELPHIA officer, authorized to take acknowledgements according to the laws of the State of Pennsylvania, duly qualified and acting hereby certify that WILLIAM L. WILSON, the President and EDWARD FORD, the Secretary, of CIRCA OF FLORIDA, INC., as general partner of THE ODESSA, LTD., a Florida limited partnership, to me personally known, this day acknowledged before me that they executed the foregoing agreement as such officers of said company, as general partner, as aforesaid, for the uses and purposes therein set forth; and they affixed thereto the official seal of said company.. I further certify that I know the said persons making said acknowledgement to be the individuals described in and who executed the said agreement. IN WITNESS WHEREOF, I hereunto set ,,JYhand and official seal at said County and State, this' /75VI day of June, A.D. 1988. (Sea1) My Commission Expires: r�.1.a i n! d.c. l'1�iiu.,1 tula C;u. iy C,��;,,,,,;,iu�! l %►,�u:: UAL L.E_G. L DESC' I PTIDM Teo ct ', LeE= OL L'Jt L�, and all at:Lots 1-, l r l5, 1/: and 12, and L::t i9, 1= =s the Vorth 7 .5 _feet Of zL a E.lst 3 7 .5 fe l- t iere,)r, ark:. Lot 26, :.ess the MOr h '17 .5 fEet, all" the East 37 f=et •j_ the s7, th 70 fe t Lot 3, any' the Sout:^. 10 feet ec Lots 3, 4, 5, 5. _rd 7,and the South 70 feet of 1.ot 2, Less the Eas:. 37.5 fe6 .,all of Bloc% 55 of "r.. L. K:Ivrir�id�; .S � : mur;��r" according to t.'1e Plat t.^.e_eo as :eCc_Az.3 In .�: 4. r..ir►S .. Pa;e 41, of t.E �':al`C ?cCC::.S 'Jt Daj� CJU:: , FLOC:.: less and exca:._iiI a timercf_—oM 'an'! P1.5 r-IC !S rr-.-:11iCec] ,Or ric t cf ray purposes. ALSO BEING DESCRIBED AS: A portion. of Block 55N of A.L. 9VOWLTON, accordin;, to the plat there -of, as recorded in Plat tool: B at Pak7e 41 of the Pubi is Records of Dade County, Florida, Being more particularly described as follows: Commmence at the Southeast corner of . Got 20; thence NO° 00' O1".1 alon_ the East line of said Lct 20 for 102.43 feet to a point on the South. lane of. t-he North 47.5 feet of said Lot 20; thence NW09.57' 42"W alon-7 said South line for 12.50 feet' to the Point of Be , inn inq ; thence continue Ilia 9 ° 5 7 ' 4 2 "W along the ' Sou ch 1 i ne of the !:o=th 47.5 Lett of Loa- 20 and l° for 75.02 test to a Paint on the West line oLf the East 37.5 feet OF- said Lot 19; thence U01no'01,, along the Wiest line of the East 37.5 ►eet of Lots 19 and 2 for 117 .50 feet to a point on the "aorta line of tile South 70 feet cf said Lrrt 2; t►.ence N89057' 42"S•i alone the •.'.:;rrh line_ of the South 70 fees os Lots 2, 3, 4, 5, 6, 7 and 8 `cr 259.6i feet tc a point on %"he West 1:ne o_ the East 37 .feet a L salt:. Loc V.; thence South along the Sliest line Of the East 37 feat of Lots 6 and 13 for 20'7 .47 feec to a point on the Uor t: line of the South 12.5 feet of said Loc 13 ; thence S89058' OS"E alone the t.or_h line of the South 12.5 feet of Lots 13, 14, 15, 16, 170, 18, 19 and 20 for 349.61- feet to a Eci c of Cur-:ature x a c_ ' ar cure to the lef _ t-avinc a radius of 25 feet; thence o_ :Cli... L e 1. conziaUe a_ong tat? art or sa= c--,r-!e t::_'�U. 6. a C`•r!t_cl anale of 30101156" for an a== di=t nce of 39.2S =eaz to a Point of T_n3enc v wit- the Wes_ line of the E__ t 12,.5 `::rt o_ said L'oL 20; t ence %1,00 00 ' 0 1"'K alonry said 'nest lint of the cast 12.5 i'_-C Cf said Lot 20 for 64 .9'_ *eat to t::e Point cf BEc i nninc . Containin'z 68769 So. Ft., or 1.5E rc. more o; Less. —r LEASE AND DEVELOPMEN' AGREEMENT - for PORTIONS OF - BLOCK 55N between ' THE ODESSA, LTD., as tenant and - CITY OF MIAMI, - as landlord DATED: June Af, 1988 LEASE AND DEVELOPMENT AGREEMENT THIS LEASE AND DEVELOPMENT AGREEMENT, made effective as of .R the /.T" day of June, 1988, by and between THE ODESSA, LTD., a Florida limited partnership (hereinafter referred to as the I' "Developer"), and THE CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "City"), acting by and through the City Manager (hereinafter referred to as the "City Manager"), with the prior approval of tha City Commission of Miami. STATEMENT OF BACKGROUND'AND PURPOSE By authority of the City of Miami Charter, the City on July 31, 1984 authorized the publication of a Request for Pro- posals ("RFP") for the unified development project to be known as Southeast Overtown/Park West Redevelopment Project Phase I Development. In response to the RFP, Developer submitted a proposal to develop a mixed -use project on Block 55N shown on the Plat attached as Exhibit A hereto. The City is ther owner, in fee simple, of the subject prop- erty known as Block 55N .and shall transfer, according to a phased development plan, possession of said property to Developer. It is the mutual desire of the parties hereto that the portion of Block 55N, generally shown on the site plan attached hereto as Exhibit B, be leased and demised by the City to Devel- oper pursuant to this Lease for the Phase I development for the purposes set forth in the request for proposals advertised by -2- 90 26 , M IN WITNESS WHEPEOF, THE ODESSA, LTD., a Florida limited partnership, has caused this Lease Agreement to be signed in its name by a general partner and duly witnessed and the CITY COMMIS- SION OF MIAMI, has caused this Lease Agreement to be signed in its name by,Cesar H. Odio, the CITY MANAGEn, and duly attested to by the CITY CLERK., effective as of the day and year first above written. WITNESSES: I , .}} wl •/ ATTEST: MATTY HIRAI City Cleric APPROVED AS TO INSURANCE REQUIREMENTS: By: Division of Risk Management THE ODESSA, LTD., a Florida limited partnership BY: aIRCA OF FLORIDA, INC., a Florida corporation - General Partner By. Wo Attes E a, C4"1-Mr CITY OF MIA I, a municipal Corporation of the State of Florida By: CESAR H. ODIO, City Manager and Authorized Signatory APPROVED AS TO FORM AND CORRECTNESS: -133- B O GE FERNANDEZ, Ci y At orney 90"01,' r ► 'Cl Iv7�N-c;�r'JC� �v1fi7�iUAn:JI�:,1,; Linda Xearmon cATU .tune 15► 1988' FIM AnalStAnt City Attorney SURACr Odessa Project Located at NoW. 2nd Avenue and �`�•% N.W. 6th Street. ++ // At►a11LNC[�+ Janes J. Ray Acting Design gngineer 9"CLOSUAM Department of Public Works • Ivy r w.• ...� .ww./... .�.�.�_� .��.�lM� +r.JYe The Odessa, Project to be developed on City property at N.W. 6th Street to N.N. 7th Street and N.W. 2nd Avenue to N.W. 3rd Avenue - In the Southeast Overtown/Park blest Community Redevelopment Area by Circa, Barness and Sawyer meet3 all subdivision requirements of the City of Miami• Rolow i 9�-0 tom, EXfiIBIT 20 1 . RESOLUTION NO. RESOLUTION APPROVING CERTAIN CHANGES IN A DOCUMENTARY SURTAX LOAN TO BE USED TO ASSIST _ IN CONSTRUCTION OF 169 UNIT RENTAL PROJECT AND RELATED FACILITIES IN SOUTHEAST OVERTOWN/PARK WEST REDEVELOPMENT AREA TO COMPLY WITH THE APPLICABLE REQUIREMENTS OF THE FEDERAL HOUSING ' ADMINISTRATION .AND THE DADE COUNTY HOUSING FINANCE AUTHORITY. WHEREAS, the Board of County Commissioners of Dade County, Florida (the "Board) pursuant to Resolution No. R-340-87 (the "Resolution") adopted on March 17, 1987, approved a documen- tary surtax loan in- the ainount of $1,,070,000 from the County's S,,:rtax Loan Administration to Circa Limited Development Corporation or an affiliated or related entity (the "Loan") in connection with the development of a 169 unit rental project and - related facilities in the Southeast Overtown/Park West redevelop- ment area located within the City of Miami (the "Odessa Pro- ject" ); and WHEREAS, the Board extended the time for entering into the Loan pursuant to a Resolution adopted by the Board on June 6, 1988; and WHEREAS, the Project is also to be financed in part by a loan from the Housing Finance Authority of Dade County, Florida, in the approximate amount of $7,500,000 (the "Bond Loan"), the repayment of which is to be insured by the Federal Housing Administration (the "FHA") and to be secured by a first priority leasehold mortgage; and WHEREAS, the Board wishes to further assist in the development of the Project by agreeing to amend the terms of the Loan approved in the Resolution to comply with the applicable �) requirempts of FHA and the terms of the Bond Loan. r NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COKMISSIONERS OF DADE COUNTY AS FOLLOWS: 1. The term of the Loan shall be for forty (40) years rather than thirty (30) years, shall be non -recourse in nature, shall be interest only for the first five (5) years of the Loan, and shall be subject to prepayment without penalty. Thereafter, 90-0126 Cl( 11 ;t! _nl-er ri"aid in accorcance a 35-year aric.tization schedule beginning in the sixth year of the Lean: 2. The terms of a promissory note, mortgage, regulatory agreement and other documents to be executed in connection with the Loan shall be consistent and comply ;with applicable FHA and Bond Loan requirements and provisions, provided that any requirements which are inconsistent with the policies and rules of the Surtax Doan Administration are reviewed by the County Attorney prior to finalizing the Loan. 3. Except as set forth above, the terms of the Loan shall remain as previously approved. The foregoing resolution was offered by Commissioner who moved its adoption. The motion was seconded by Commissioner and upon being put to a vote the vote was as follows: Barbara M. Carey Clara Oesterle Beverly B. Phillips James F. Redford, Jr. Harvey Ruvin _ Barry D. Schreiber Jorge E. Valdes Sherman S. Winn Stephen P. Clark The Mayor thereupon declared the resolution duly passed and adopted this day of , 1988. Approved`by a County Attorney as to form and legal sufficiency. 147AM0206C 060988/2/mp DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS RICRARD P. BRINKER, CLERK By; Deputy Clerk C.:snty Manager SUBJECT: Amendment to Surtax loan FROM: Mario Marti, Director Department of Special Housing Programs approval award for the Circa Limited Devel- opment Corporation Please reserve an agenda item for the attached resolution. Full particulars are included in the memorandum. ,Y':og `Attachments Department of Special Housing Programs Log reference # a .or Ty I IA /Mi.lirMlaO i+M {M wl was e U tAE`A0RAN IJ U r$,,:�ti. r.,t e Mayor and Members Board of County Commissioner, Joaquin G. Avino, P.E., P.L.S. County Manager RECOMMENDATION: DATE SUBJECT Amendment to Surtax loan approval award for the Circa Limited Development Corporation/Southeast Overtown Park West Redevelopment It is recommended that resolution number R-340-87 be amended as follows to further assist in the construction of a 169 rental development in the Southeast Overtown/Park West Redevelopment area. The Surtax Advisory Council approved the following proposed amend- ments at its May 26, 1988 meeting. 1. The term of the loan shall ge for forty (40) years rather than thirty (30) years, shall be non -recourse .in nature, shall be interest only for the first five (5) years of the Loan, and shall be subject to pre- payment without penalty. Thereafter, principal and interest shall be repaid in accordance with a 35- year amortization schedule beginning in the sixth year of the loan. 2. The terms of a promissory note, mortgage, regulatory agreement and other documents to be executed in connection with the loan shall be consistent and comply with applicable FHA and Bond Loan requirements and provisions, provided that any requirements which are inconsistent with the policies and rules of the Surtax Loan Administration are reviewed by the County Attorney prior to finalizing the loan. 3. Except as -set forth above, the terms of the loan shall remain as previously approved. BACKGROUND: The Board of County Commissioners by Resolution No. R-34t87 approved a $1,070,000 loan in Documentary Surtax funds to Circa Limited Real Estate Development Corporation in connection with the devel- opment of a 169 rental unit project in the Southeast Overtown/ Park West Redevelopment area within the City of Miami. The Board of County Commissioners also extended the time for enter- ing into the loan pursuant to a resolution adopted by the Board on Mine 6, 1988. The project is also to be financed in part by a loan from the :sousing+Finance Authority of Dade County, Florida, in the approximate amount of $7,500,000 (the "Bond Loan"), the repayment of which is to be insured by the Federal Housing Administration (the "FHA") and to be secured by a first priority leasehold mortgage; Circa Lidiited Development Corporation represents Circa Barness Sawyer which is a joint venture of Circa Ltd., The Barness Orga- nization and William and Berneice Sawyer, Overtown property owners. tti'iLliam and Berneice Sawyer invested in Overtown properties over the past several decades and a substantial, amount of their prop- erty was purchased by the City in assembling parcels for the Overtown - Park West redevelopment effort. The Sawyers continue to reside in Overtown and will be among the first to occupy the new housing. Circa Barness Sawyer was selected as developer of three blocks 90-0 .i6 w?ei +a,t 16 10 Honorable Mayor and Members Board of County Commissioners Page 2 in the redevelopment area - Blocks 55, 56 and 45. Their first phase of development will be the eastern half of Block 55 located at Northeast Second Avenue between Sixth and. Seventh streets, directly north of the Flagler Station Post Office. Rents will range from $239-475 for efficiencies; $323-550 for one bedroom apartments and $409-675 for two bedroom units. Floor plans, level and views will determine rents. The ground floor of The Odessa will have restaurant/cafe space oriented to both residents and the several thousand einployees of nearby government offices who presently have limited lunch time options. The three-story buildings will feature ope bedroom courtyard apart- ments and artist loft studios with outdoor decks. The loft studios are designed to provide moderately priced working/living space for full-time artists. Rents will range from $239-450 for artist loft studios. The rental schedule for the units set aside for Surtax program participants are affordable to low-income families. e 90-0126 j 1 Mnr!', r• �'�••nl -I -y !M••�� •AnA 1 —� t!0 %IIt �nr.c ra• 4e"CVR7 vta.L. aj o0IM"t Aeo.o"1 VAAA EXHIBIT 31 _ .. .. �� fig, � 1 •r 13LANK. Cr•tE, COMISKY roUn PENN cENTEM PLAYA rmLAoELPHIA, PEI4148YLVANIA 1910.3 � a�0: tosllM war •/CST ,A%pl atr1CN• /'tOA10A ]]!Of Ills -Saw• SD00 407-046.4100 V"w 2110•O70-1073 • 06AAC004 OIPICCl 01A1. NUMlIQ11: 215-569--5677 July 11, 1988 V, ' Matthew Schwartz Assistant Director City of Miami Department of Development 300 Biscayne Boulevard tray Suite 400 Miami, Florida 33131 �. Re: the Odessa, Ltd. Lease of Portion of Block 55N Dear Matthew: I am in receipt of a copy of the Inter -Office Memorandum, dated June 15, 1988, from James J. Kay, Acting _ Design engineer of Department of Public Works, to Linda Rearson, Assistant City Attorney, which you telecopied to my office on July 7, 1988,.a copy of which is enclosed herewith (the '"Memorandum"). Please note that the Memorandum does not satisfy the requirements of Paragraph 2.1(d)(xi) of.the Lease and Development Agreement for Portions of Block 55N (the '"Lease"), for the following reasons: 1. There is no••indicaticn that James J. Ray, as Acting Design Engineer of -the Department of Public works, has jurisdiction over subdivision matters, icith the authority to bind the City of Miami on these issues; 2. The Memorandum does not set forth the applicable zoning classification of the property leased pursuant to the Lease; • . 3. The Memorandum only purports to address subdivision requirements of the City of Miami and does not confirm that the development complies with all applicable zoning and other laws; ordinances, rules, regulations and requirements pertaining to zoning, use and building, as required by the Lease; e 1 e• i AIRL P.1.,1.Fli< 'r •LIF_, rC,hi}'.i<'( & ?,Ar.CA j'.EY tiai-tihew Schwartz ,July 11, 1980 rage Two 4. The Memorandum should specifically refer to the portion of Block 55N leased pursuant to the Leave and not to the entirety of Block 55, since this directly impacts on compliance with subdivision requirements; 5. References in the Memorandum to Circa, Barness and Sawyer should be replaced with "the Odessa, Ltd.," since the - Me:norandum will be relied upon by .third parties, including Puller and HUD; and 6. HUD requires that all such zoning and subdivision certifications be dated within thirty Tan) days of the date of the loan closing with HUD=(our having received the Memorandum three weeks after it was issued makes it difficult for us to submit the Memorandum in accordance with [IUD's requirements) . Although numerous, I thinly you will find that the foregoing changes can easily be rectified. Perhaps you should have a new certification prepared in draft form and forwarded to me for my review and review by HUD. This way, we will not waste too Bauch time on this matter. Should you have any questions concerning the foregoing, please feel free to telephone me. Very truly yours, NEIL FAGGEN NF/by Enclosure cr_: Linda Rearson, Esquire William L Nilson (w/encl.) FEDERAL EXPRESS v a 90 --0126 t02-' I�OV f+9ht1+ MOvintNtt wo1.0 rfD1A1 �� fltfn! 91! -too -foot" tf0 tAl�t OA1vt t�lf rq lAll� H1�►.n1 9l�Ao • 00� !f1!• IleO EXHIBIT 32 BLANK, ROM E. C©M ISKY & McCAULEY ►at/" NOCNN CtNTCR PLAZA PHILACYCLPWA. "?JNOVWAMIA 101100 ale • sets-leeio twx •1o•Ova lust ••A AlrM July 11, 1988 Matthew s0warts Assistant Director ' City of Miami Department of Development 300 Biscayne Boulevard Way Suite 400 It Miami, Florida 33111 Res the Qdesea, Ltd. Lease of portions -of Block 55N 09ar Matthews 1401 PORU" aM vtot PALL rRA,311. OS.461 "A 39•61 •ot-��• slat+ 0/"tall OPAL ►OW"weNt 215-•569-;-5617 Under separate cover you will be receiving the undersigned's comments on the status of title to the property leased from the City on Block 5SN.• x did not think it was appropriate in that letter to identitly-some additionalconcerns I had from reviewing title. Specifically, I ant perplexed that the County Deed conveying title to the property to the City of Miami was dated June 20, 1968, and recorded on June 23, 1988. The City, however, had put•pressure on the developer to execute a lease with the City by no later than June 15, 1900, Because of the date of the deed from the County, I must now guostion' the authority of the City to have executed the: Lease. Accordingly, I will need an opinion from the City Attorney's office that the Lease has been duly executed and delivered by the City of Miami in accordance with all (applicable . requirements and is duly binding upon the City in accordance with its terms. please note that this is the form of opinion required by -Section 13.3 of the Lease. Under the circumstances, however, it now becomes critical. For the record, please also note that the terms ,of the County Deed to the City were not disclosed to the developer prior,to its execution of the Lease. There are a number of i 90-OILZG _I 1. 1 _. -• 1.1 F it _ �': �'1 i'' t-e 7 VLANK. ROMF_, COMISKY & MiCAULrY i Hatthe V Bobwartz, Assiotant Director City of Miami Deppactment;. of Development July Il t 1999 Pay„..• _......:..�. .. provisiona in the 'County Greed which are both vaguely worded and potentially threatening to the developer of the property. For example, it was never disclosed to the developer that the City may not transfer or sell its interoat in the land without obtaining the piior written Approval of Dade County. This provigion contradicts a number of the requirements of the Lease. Furthermore, the developer was never advised of the requirements pertaining to commencement of construction. The developer will look to the City of Miami to obtain any and all required documenta- tion to confirm that this reotriction on Blocks 46 and 55, including the reversionary rights contained therein, area null and void upon commencement of construction by the Odessa, Ltd. on Block 55. Remember, the developer has the right under the Leases to require that this and all other restrictions on title be removed by the City. When we mot with you on tune 10, 1988, it was agreed that the Odessa, Ltd. would be given options to lease Blocks 46, 56 and the remainder of Block 55. These options were needed to evidences the developer's legal entitlements to these Blocks given the City's practice of jeopardizing these rights by, for example, leasing the property for parking. After the developer signed the Lease for Block 55 In accordance with all of the Ci.ty's requirements, we were then advised that the option agreements will not be delivered by the City at this time. As we indicated, our lenders are requiring evidence of the developability of the entire SBOPWT project area. By agreeing to certain deed restrictions and by refusing to confirm our right to develop the remainder of the property previously approved by the City, you substantially hinder the success of the SEOPW area. We cannot afford any more surprises. We need to know what other impedimenta are In store and what commitments we can expect from the City to confirm our development rights. Also, we are still awaiting the originals of Lease Agreement and Memorandum thereof and certain other items required by the Lease. 90-DI.26 ,,, CLANK, nOME. COMIBKY & M,:CAIJi.trY a Matthew Schwartx, Assistant Director city of Miami Department of Development. July lit 1906 Pa gee Threes Please advise -me at your earliest convenience as to how these Matter* Will be handled. Very truly yours, NSIL 1?7-*4 NFlhy , cog Herbert JleilsywOr Linda Kearoon, Esquire william L. Nilsen Barbera. Bryan Mark m. Valentine, Enquire Allen T. Newm&n, Esquire F�svEtuL �xp�sa G It a A ._ EXHMIT 33 3939 r 376•1155 July 20, 1988 William L. Wilson Circa Limited 628 West R3xtenhouse Street - Philadelphia, Pennsylvania 19144 Re., The Odessa Miami, FL Dear Bill: • Enclosed please find two firm commitments for The Odessa Apartments in the amount of $7,497,800. 1 trust you will find it beneficial for your meeting Thursday. Please read the commitment to be sure that you understand completely all the terms within. I would like to bring your attention to Exhibit A which are the contingencies to the initial closing. As we discussed we are sending a letter to HUD Central.for approval of the ground rent structure. If their review of the lease agreement is favorable then we would expect a letter waiving the language that t%e City found objectionable. However, if they do not approve, then it !fill be necessary to structure the lease to include some guaranteed payment. Also, enclosed is a Tax Credit Certification Form which will need to be ravlewed, signed AM tfle -original sent back to Puller Mortgage. We would like to stress the importance of our receipt of this form as soon as possible. Please feel free to contact me with any questions or problems you may have. Since 01y, �G Zacaf D. Odl (- Loan Analyst Enclosures CDOIvmt r cc: Raymond McClendon Mark taleutine' Mortgage Banker,, F11it Co-insrirhmiz Lender f s 2 ?.jST?D=O;1ITA•4 DADE COUN-t Y r,C.PICA DEPARTMENT OF SPECIAL NOUSWC PROD-AtIS c-'UnTAX AND LOAN A+ ". d, tS7P iTIGIN 305') °! W 7TH S'Pr_ET MIAMI, FLonlOt. 33125 --- EXMIT 34 (305) 541 •?036 July 25, 1988 Ms. Barbara Bryan Principal Circa Limited 628 West Rittenhouse "Street Philadelphia, Pennsylvania 19144 Re: Award of Surtax funding or Dear Barbara, Enclosed is a copy of Dade County Resolution No. R-866-88 which amends the original award resolution. Mr. Tom Robertson, Assistant County Attorney, will be handling the loan closing, He may be reached by telephoning (305) 375-5151. In the event you have any further questions•regarding.this'matter, please do not hesitate to call on us.. Sincerely, f Teter P.Apenits Acting Division Director PMK:og Enclosure CC: :2ario Marti Department reading file- r 0 12 — W ENUBIT 35 !177,--,-- - BLAN1(, FROM E, w OMISKY & MCCAULEY l} FOUR PENN CENTER PLAZA :400 r+ontre owo+na I�OA>a y PHILADELPHIA, P9NN3X�VI,JMA,jQIO3.. . TWX 710-070.107:1 • OLANcom 210 LAKC ORMC 9"T retLeeo Plr rt tlt-6e+-f!]faY Cltz*py MILL."i 08000 909- 776- 2000 August 22, 1988 City of Miami c/o Cesar H. Odio City Manager 3500 -Pan American Drive Miamir Florida 33132 1401 r0AV%4 WA•f WCST PALM 8CACM, fLOA10A 3340t 40Y.400-4foo DIRCCT DIAL NUMBED: 215-569-5677 Re: Parcel 55N, Southeast Overtown/Park West Project Dear Mr. Odios ? The Odessa, Ltd. (the "Developer") is in receipt of that certain Environmental Property Assessment of Block 55, dated July 26, 1988, by EPM-South, Inc. (the "Environmental Study"). The Environmental Study was submitted to the Developer pursuant to the requirements of Section 2.1(d)(iv) of that certain Lease and Development Agreement, dated June 150 1988, between the City of Miami, as landlord, and the Developer, as tenant (the "Lease"). The'Environmental Study concluded that there existed violations of federal, state and county standards regarding ground water and soil composites at the property demised pursuant to the Lease, and recommended that certain additional investigations, remedial actions and construction guidelines be followed at said property. The Developer hereby requests that the City undertake in accordance with -the requirements of Section 2.1(d)(iv) of the Lease all additional investigations recommended by ERA! -South, Inc. ("ERM") and any remedial actions required thereby. In accordance with the Lease, the -City shall also be responsible for all costs associated with such actions and implementation of the construction guidelines recommended by ERM. We are in the process of having the Environmental Study reviewed by our environmental experts as to its findings and methodology. We will advise you of the results of this investigation. I note, however, that no testing for radon was performed pursuant to the Environmental Study. This letter is not intended, however, to discuss the merits of the environmental issues at the property. Rather, the Developer wants to advise you even if subsequent studies reveal no environmental problems, the Developer is ELANK, ROME, COMISKY & ANULEY \ Cesar H. Odio, City Manager August 22, 1998 Page Two unable to consummate its construction financing and commence construction at the property at this time. It does not matter whether our proposed construction would in due course remove any contaiminated soils. Having received notice of potential environmental issues, our lenders will not close the loans until the environmental issues are resolved and the risks quantified. The lenders will want to know the nature of the problem, the cost to eliminate it (in hard costs and additional delays), and whether the problems will be cured in all respects. To answer these'questions, the required testing and results by their nature will take time. To slake matters worse, we were advised that ERM will not undertake the required testing and `related activities recommended in the Environmental Study until such time as the City Commission authorizes the City Manager to enter into a contract for the same with ERM. It is anticipated that the next -City Commission meeting will be held on September 8, 1988. This delay, coupled with the delays.to be incurred in performing the recommended tests, compiling the data and implementing the recommendations of ERM will have a material and detrimental effect on certain of the Developer's obligations under the Lease.• in accordance with the requirements of Section 7.5•of the Lease, this shall constitute notice to the City of the existence of an "Unavoidable Delay" and the estimated time of the delay. Should you have any questions concerning the enclosed, please feel free to call me. Very truly yours, NEIL FAG - NF/by 724AOl:dl cc: William L. Wilson Barbara Bryan Mark A. Valentine, Esquire Herbert Bailey4/- Matthew Schwartz s CERTIFIED MAIL RETURN RECEIPT REQUESTED •- . ,ftr,�l 'r��;�• (cxv)(wilts, illy. '1'hc fuller Bitiklutg at Y-britine Palk 393t) Vinct:nttes Roatl aln�lianalwtis� ttuliana 16268 • August 22, 19BO Mr. Matthew Schwartz .. Assistance Director - City of Miami Department of Development Dupont Plaza Center 300 Biscayne Blvd. Way, Suits 400 Miami, Florida 33131 Re: The Odessa Miami, Florida PUA / 066-36613-PM(884 180) Dear Mr. Schwartz: 317-876-1155 Puller Mortgage Associates, Inc. has reviewed the report submitted by TERM -South, Inc., dated July 26, 1988. We have reached the conclusion that a Phase II survey is essential. The publics health and safety could be jeopardized witbout a more in depth study of the situation. We have discussed this issue with HUD Central in Washington, D.C. and they have recommaded a letter from the local environmental protection agency be provided to ensure the area is safe for residential development. The Dade County Department of Environmental Resources Management should write the appropriate approval letter after the Phase II report has been reviewed and any mitigating measures necessary to provide a safe and developable site have been complcted. ERM-South, Inc. has indicated they will take the following action upon receipt of a signed contract from the City of Miami: Task I - Conduct a detailed review of contractor plans and procedures in order to specify additional soil sampling requirements in selected areas, if any, or to recommend modifications to construction techniques in lieu of sampling. Task II - Perform sampling and analysis of soils, as specified in Task I, in order to ascertain whether there is a risk associated with exposure to soils on a short term basis by construction woikers or on a long term basis by residents or the property. If there is potential risk, recommend excavation and disposal of soils. Alurtgage Brinker, hi-itnu ing len(ler It Mr. Matthew Schwartz August 22, 1988 Page 2 Task III - Perform sampling and analysis of selected ground water locations as recommended in Phase I Assessment, in order to confirm the suspected absance of ground water violations. There is an additlonal•t ok (Task IV) recommended in referenced to Block 024 which is not related to Block 033 or f55 at this time. Therefore, we slake no judgement as to the course of action for that site. Based on the terns of the lease agreement, it is our understanding that Any coot associated with the Phase 11 testing, and,.any mitigating neasureu required as a result thereof, are the responsibikities of the lessor. As you are aware, a great deal of time, energy and expense has gone into this project. Therefore, your imediate attention to this matter is requested to ensure the continued mutually beneficial progress of the project. Thank you, in advance, for your cooperation, and if you have any questions or comments regarding this or any other matter please feel free to contact our off -ice. Sincerelys PULLER MORTGA41 ASSOCIATES, INC. e i� A. Puller Pre dent KAP/GDO/mjd r 90 -01= AWL EiUUBIT 37 BLANK. ROME, COMISKY & McCiAULEY FOUR PENN CENTER PLAZA J 1400 NORTH ►ROVIOCIICC ROAD PHILADELPHIA, PENNSYLVANIA 19103 NtOIA,►A tGOe! 81E• d60- 5lg00 its -eel -redo TWX 710-670-1073 - BLAPCOM @IO ♦.Alit DRIVC 9"T TCLRCO ►ICR trip-664-e3RO CHERRY HILL,NJ 0e009 60e-770.2000 August 22, 1988 City of Miami c/o Cesar H. Odio City Manager 3500 Pan American Drive Miami, Florida 33131 t401 FORUM WAY WEST PALM liACH, FLOIIIOA 33401 407•683-91ce DIRECT DIAL NL1,M®Cl:: 215-569-5677 Rea Parcel 55N, So*.ttheast OOvertowh%Park West Project Dear Mr., Odio: In accordance with the requirements of that certain Lease and Development Agreement, dated June 15, 1988, between the City of Miami, as landlord, and the Odessa, Ltd. (the "Developer"), as tenant (the "Lease"), this letter shall constitute notice to the City of the existence of an "Unavoidable Delay" (as said term is defined in Section 7.5 of the Lease), because of the pending changes to the Tax Reform Act of 1986 (the "TRA") more partic- ularly set forth in the proposed Technical Corrections Act (the "TCA* ) Specifically, there is some question concerning the grand - fathered status of the tax-free financing and the permitted depreciation method for projects in the Southeast Overtown/Park West Redevelopment Project (the "Project"). It was always represented by the City to the Developer that the Project had received relief under the -provisions of the TRA in all respects. A meeting was held on August 9, 1988, with representatives of the City of Miami, Senator Pepper's office and the House Ways and Means Comittee, in which there was considerable disagreement concerning the scope of the exemptions under the TRA for the Project and the effect of the TCA on the Project. Additionally, bond counsel for the Dade County Housing Finance Authority has requested the City Attorney's office to supply a*letter from the City opining that the exemptions provided in the TRA were specifically intended to refer to industrial development bonds to be issued in connection with the Project. This letter also must indicate that the City understands that bond counsel will rely on the letter in issuing its opinions regarding the tax-free status of the bonds. Failure of the City to deliver this evidence will prevent the Developer from utilizing this type of financing. Please note that this will be a requirement for all tax-free financing issued for the Project pursuant to the TRA, not just for the Developers. e 90-01 '► BLANK. ROME, COMISKY & MCCAULEY City of Miami c/o Cesar H. Odio August 22, 1988 page' Two Until these issues are resolved, the Developer will be unable to close its tax-free financing for the developme,it of the above -referenced property. Documents Executed in connection with tax-free financing typically contain provisions stating that the loans are due and payable in full and at higher interest rates if subsequent legislation jeopardizes the tax-free status of the bonds. We cannot. bury our heads and proceed on the hope that the proposed tax law changes will not have a detrimental impact on our financing. Relatedly, in reliance on the City''s statements to the Developer, the Developer represented to its equity investors that accelerated depreciation would be available to the owners of this property. If the TCA is gassed as now proposed, it will materially impact on the returns promised to the Developer's investors. If the City holds any hope for the success of the Southeast Overtown/Park Went Project, it must insure that the tax benefits originally promised materialize. Until such time as these issues areresolved, however, the Developer will continue to experience delays in the consummation,of its financing and the commencement of its construction at the above property. Should you have any questions concerning the enclosed, please feel free to call me. Very truly yours, � aI�EIL ZFAOGPE;�� NF/by 724A41:fl cc: William L. Wilson Barbara Bryan Mark A. Valentine; Esquire Herbert Bailey Matthew Schwartz CERTIFIED NAIL RETURNS T REQUESTED t V77 FTAT^ ?q .cat.1z 3 i�T=A 72.''_' M:.'.-' rent, u a ac tr ..•I sl�v kttr. W!;Al n Vb?W• c:trt = d.r•'�1� ♦tM.!♦ fAtrtt� :rR:VaA W VA"��7. YEA e, lI M r- a , I ,:! ! �_ - 11 t •.+na+t, t+:EtOtx! a.* �t i Isr t•.I:a tu�•:�+r Iw�•tilnit tlr,t�At �lun'3a0t� �OR�ttri� a.,h • ie,,,� t,t,s�� m��a. a e,osr �.. — few MMl a^, MMAWAT ;t/ ou�e Hof e�re�e�ztai{bts M MOfiTy ��i0�l�• �• f . .fir. ° ,.1, .r�•� Committtt on Ault% - /•+W anc•n4t:�+uw tx�au - i6aotnaton, 30C 2050-6289 September 6, 1988 v lbuai f`irtagracaa Authc•rity of Dade t�ounty, Florida = 44 W.11��aagglex Street Sul tot mami, norm 3WO _- RE: °iiari itian status 6 r the follos4 bonft to be issued by the 'Housing Firmr,ce Authority of Dade CAnty, f lorida: $22,000,000 Multi -family rtgage Raveme Bonds, 1988 Saeriex -- (M-U = (bliateruli zW - Park Meat place Apartments Project) $28,7509000 Malta-Umily Mortgage PA%n ue P4M@9 1988 Series •- (FHA Insumd Mostgsge Imn - biecayrb Wtv Apar'tmeno Project) $7 5009000 Hlti-fAdl8 MortgaSe Rownue Bonds 1988 Series -- (OVA &Ileeteralited - Odessa Apsrtmntm 'Project) Wien and Gar Conan: A+t you requested, this 4i to arm that the "obligatiana" deacribed in AAcrt ra 632(aa) (2) of the 'Tax Re& rii Act of 1984 and izi section 1316(g) (4) (B) of the 1986 Tor Act are cliatli intended to incluie all of the tm-tempt A -We to be issued flag 'the fiMk ing of the Park West: Place Project, Bi ecsyna vier rtaents Project and the Odessa.rtuents Project I among others, to he tali 3r. on t�ve nfa:e-block First Prime* Of the SoUtheast rtodn Park West Rc�rt«�velc>pooerit area.SMS WO epaaifically aware, ft the tine the 1986 Toc Act was passed, that the projects 'on these nine blocks were expected to total $200,000 000 in �luo aril that tent-wempt revenue bonds would constitute ttw principal f wnciN i6 these projects. It wee further clearly underst" at CW tire that Yhess projects would be financially viable only if trey were Ar: q tpd from the changes in mating tsx-soceWt bond law created by fsecticm 1301 of the Tat Reform Act of 19860 weept the arbitrage t*bats, fedarAl pamntee proA rions. Furst ragardo , and. Alwmys sincerely, •; Chirm ilan 90.' 0:1 EXHIBIT 3-9----�u�' � � ��-t.e` ,✓� f BLANK, ROME, COMISKY % McCAUI.EY 1�- FOUR PENN CENTER PLAZA 1400 MONtM ►ROYIotNCC ROAD PHI.LADELPHIA, PENNSYLVANIA 19103 1401 ►OVUM WAV acolk,►A foods - Wts♦ PALM ftACN, ►tORIDA 33401 JIs eft 1`600 !Id be0-�SOO 401•606 $too TWw 710.070-1072 - sLARCON 1No 1AAt DAWt CAI? T[lct0►Itw 41s-664-0398 01S0R• MILL, NJ osoos bIRCCt DIAL NUM®ER: 600 f1S•,1600 215-569-5677 .-; October 6, 1988 ,. l Herbert J. Bailey Assistant City !Manager City of Miami r r P.O. Box 330708 .Miami, Florida 33233-0708 Re: the Odessa, Ltd. Lease of Portion of block 55N Dear Mr. Bailey: Thank you for your letter, dated October 5, 1988, transmitting a copy of Building Permit No. 88-6744, as evidence of the developer's compliance with zoning and subdivision regulations. As I indicated in'my previous letters dated July 11, 1988, to Matthew (copy enclosed), there are a number of deficencies in the documentation delivered so far as to compliance with the project for zoning and subdivision regulations. Although you undoubtedly feel that the building permit issued is in and of itself evidence.of zoning compliance, -this will not be satisfactory for our lenders.)I'They require a letter from the appropriate officer of the Building and Zoning Department of the City of Miami which sets forth the applicable zoning classification of the property) indicates that the development of the property complies in all respects with applicable zoning and subdivision ordinances and regulations, and otherwise addresses items 1, 20, 3, 4, and 5 of my letter. Additionally, HUD will require that this certification is dated within thirty days of the date of the loan closing with HUD. I would appreciate your forwarding all future correspondence in connection with this matter to either Robert H. Zim:eerman, Esquire (215-569-5698) or David Lebor, Herbert J. Dailey October -6, 1988 Page Two Esquire (215-569-5658) of my office. In the interim, if you have any questions, please feel free '-o contact either of these individuals. Very truly yours, NEIL PA GEN NP/by 724AO1:EE Enclosure cc: William L. Nilson Barbara Bryan Robert H..-Zimmerman, Esquire David Leborg, Esquire n EXHIBIT 40 C mr w"ca cfinated RFAL LSTATE ULVF# OPMENT 620 WEST RITI FNI10USF STREEt PHILAnELPH1A, nNNSYLVANIA 19144 TELEPH0tNE t?15) 8434A" THE OOESSA CLOSTWG SCHEDULE Week of 11 / 1 1747 CHURCH STREET NOR T1 IWFST WASHINGTON, D.C. 70036 TFLEPHCONE (202) 265.2270 - Resolve nut.:standing issuers on new draft of CD float agreement with puller - Schedule conference call with Kierson/Castenada/ Miami Capital to review mechanics ` Title and D"ed Iasuels: L. Kierson indicated she is waiting for County deeds to be sent to the City (original deed did not include all of (Meson site) - Memorandum of agreement to be re -recorded. Bugene4 Shy has not yet contacted Circa's attotneys re: outstanding title and subdivision issues in Weil Faggen's letters to L. K i or -;on. = Circa napds evidence at zoning compliance for Puller as out �nt+ in FAggen letLer to H. Hat ley dated 10/6/98. S. Conference call with Tom Robertson, Dade County Atty. re: Surtr:c�� loan agreement week of 11/7 - Circa has meetings scheduled with the bond underwriters to determine bond interest rate structure - Underwriters are in the prcx,-ess of identifying a liquidity facili Ly hank to do a lower floater bond. This would address problem of current fixed inLereat: rates remaining above the interest rate Puller is underwriting at.. - Reav i A ions Lo .CO float. agreemau t and sign. - Revi tons to Surtax loan agreement. - Suhmit c losiny documnnts to Puller for review Beek of 11/14 - Re!vision5 Lo bond documents based on changes in bond interest rate structure, Puller comments, Vaggen comments - Circuri.ate revision* Timing drpeRnds on Elise dudel.le's schedule. S 4 P rxkinct submission for bonds (takes about 2 weeks) ■ r - misc. pond dccumeni:s paperwork - Revisions to closing documents Meek of 11/21 pinali2e bond documents - finalize closing documents. - pricing of bonds Week of 11/28 - 12/5 Projected closing 0 tel t ! �+.✓�i ��. ^ ��1,i�'C'G�. EXHIBIT 41 ,. = RiAL ESTATE DEVELOPMENT 1),19 WEST RITTEN1i0USE STREET 1747 CHURCH STREET NORTHWEST P► Il A )E1 P411A, PENNSYLVANIA 19144 WASHINGTON, D.C. 20036 i LEPI TONE (21 Sj 843.00,99 TELEPHONE (202) 265-2270 November 221 1988 Mr. Peter Kopenits Dept. of Special Housing Programs 3050 N.W. 7th St. Miami, FL. 33125 Re: The Odessa Apartments Overtown Park West Redevelopment Area Gear Mr. Kopenits: Circa Ltd. would like to request a 60 day extension of the construction start date requirement for the surtax loan on the Odessa. 1 we will be closing on the Odessa financing in December and -will —_ me -in construction shortly thereafter. While we have been =- proceeding judiciously, the number of financing sources required for this project has complicated the closing process. An inordinate number of legal documents have had to be drafted, negotiated, - circu;ated for review among nine parties and their attorneys, revised and coordinated not to conflict with other documents. This process has taken longer than anticipated, however it is nearly complete. It would be an understatement to say that we are as anxious as the Surtax Board to start construction. We would appreciate favorable consideration of,this extension request at the December 7 Surtax Board meeting. ThAnks again for the assistance you and your staff have provided. Siecerely, :,.� • + ,g, Us Barbara Bryan Principal r,tp�4�»31988 cc: Herbert Bailey Matthew Schwartz S. .F F1"-CRAM �.£Ci'iL :3C'�yl�fltt� 01 Y'rc,�rsu:rl fit►. r . . a 4444E � •._ 1 EXHIBIT 4 --- JORGE L. FERNANDEZ — City Attorney 0051 579.6700 ,.un m j Telecopier: MS) 374-4730 December 7, 1988 Jack Lewis Aar- Puller -Mortgage Associates, Inc. 3939 Vincennes Road -_ Indianapolis, Indiana Dear Mr. Lewis: Pursuant to our conversation of November 8, 1988 it is my understanding that the following changes will be made to the CD = Float Agreement between the City of Miami ("City"), Miami Capital Development, Inc. (014CD"), Odessa, 'Ltd. ("Owner"), Puller _ Mortgage Associates, Inc. ( "PHA") and Florida National Bank = ("Bond Trustee and "MCD Trustee"): 1. Page 4 Change "DISPOSITION" to "LEASE AND DEVELOPMENT AGREEMENT." 2. Page 4 Definition - GNMA CONSTRUCTION LOAN CERTIFICATE: Change Trustee to MCD . 3. Page ? Be. SECURITY AND DISBURSEMENT OF EXCESS INTEREST: Identify 11PMA approved Project costsr feeso expenses or other approved - uses". 4. Page.8 Change "Article IIFb" to "Article IIFa" — in fifth line. S. Page:.8 G2 EARLIER CALL BY CITY add: '(e) BUD det ermines ..that the City Loan. = is an ineligible Community Development Block. Grant activity" _ and "(f) The funds are needed for previously designated Community Development activities." 5. Page 8 H. DRAWS Change "three (3) days"r to "five (5) days" in last line. OFFICE Oi,,T11E CITY ATTORNEY/1100 AmeriFirst Building/One Southeast Third Avenue/Wami. Florida 33131 It Jack Lewis December 7, 1988 Page 2 7. Page 10 S. Page 11 9. Page 12 10. Page 21 Change "thirty (30) days" to "forty-five (45) days" in first line. Add as III (2) E throughout Section Obligation". Define "Surplus Cash". XXI. 08FAULT PROVISION or incorporate III "Owner's Change (b) to teat]: The failure of MCD, Owner, or PMA to perform any obligation hereunder or under the terms of any document executed in connection with this Agreement". Change (c) to read: 'The falsity of any material representation container] herein or substantial breach of any material warranty or materi-al covenant made by MCD, Owner, or PMA hereunder, or under the terms of any document executed in oonnection herewith. Change (d) to read: 'If an order for relief shall be entered upon any petition filed by or against KCD, PMA, or Owner . or any successor• thereto which is wneented to by MCD, Owner, or PMA 0 0 Go Change (e) to read; 'If MCD, Owner, or PMA . . . or a substantial part of MCD's, owner's or PMA'S property." Change (f) to read: 'If MCD, Owner, or PMA . ." Change (g) to read: 'If MCD, Owner, or PMA . ." 90" 0:1 t JaC'f T,gWiJ {' ?age 3 11. Page 22 S. GRACE PERIOD: - "Notwithstanding anything hereinabove to _ - the contrary, City will not exercise any right or remedy provided for in this Agreement or in the City Note or the City Loan Documents because of anyAN- default of MCA, Owner, or PMA unless: ( a ) • e • (b) If the default consists of something otlier than the nonpayment of money, City dhall have given written notice of the default to MCD , and MCD shall have failed, within thirty (30) days thereafter to cure or cause to be cured the default except that if the default is such that it is not susceptible of being cured with due diligence within the thirty (30) days, MCD shall have up to ninety (90) days from the date of such notice to cure or cause to be cured, the default if MCD shall have begun to cure or cause to be cured the default within the thirty (30) days and shall in good faith proceed with the correction of the default until it shall be fully corrected." If there are aiwy questions, please contact me at (305) 579- 6700. LKK/pb/Pl0 2 ' cc: Rerbert Bailey Bill Wilson Barbara Bryan Sincerely, Linda R. Rearson Assistant City Attorney r. 90-0126 Subs to - Agend em No. 5 (b) ;2) -17-89 _.._. EXHIBIT 43 L RESOLUTION No. RESOLUTION APPROVING TWO AND ONE-HALF MONTH EXTENSION 0f TIME FOR COMMENCEMENT OF CONSTRUCTION AND COMPLETION OF CONSTRUCTION WITH REGARD TO SURTAX LOAD TO CIRCA LIMITED REAL ESTATE DEVELOPMENT CORPORATION WHEREAS, the Board desires to accomplish the purposes outlined in the accompanying memorandum, a copy of which is incorporated herein by reference, NOW, THEREFORE, BE IT RESOLVED, BY THE BOARD OF COUNTY, C©MMISSIONERS OF DADE COUNTY, FLORIDA that this Board approves a two and one-half month extension of time for the start of construction to January 28, 1989 and the completion of construction to January 28, 1991 with regard to the phase I Odessa Apartments of the Circa Limited Real Estate Development Corporation so that they may continue toparticipate in the Flousing Assistance Loan Program. The foregoing resolution Sherman S. Winn was offered by Commissioner , who moved its adoption. —= The motion was seconded by Commissioner Barbara M. Carey and upon being put to a vote, the vote was as follows: Barbara M. Carey aye Charles Dusseau aye Joseph H. Gersten aye Larry Hawkins aye Harvey Ruvin absent Barry D. Schreiber aye Jorge E. Valdes aye Sherman S. Winn aye e _ Stephen•P. Clark aye The Mayor thereupon declared the resolution duly passed and adoeted this 17th day of January, 1989. — r J DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS RICHARD P. BRINKER, CLERK Approved by County Attorney as Bye RA��1 kEE� to form and legal sufficiency. Deputy Clerk _ 9Q-•0126 +U, _.aj%or ana Memcers C)a i -: Januar'r 17, 1989 Board of Coul,t� Commissioners SUBJECT: Amendment of Surtax Loan to Circa Limited e Development Corporation FROM: for its S.E. Overtown _ J qui G. Avino, P.E., P.L.S. Park West Redevelopment County Manager Project RECOMMENDATION: It is recommended that the Board grant an extension of time to Circa Limited Real Estate Development Corporation until January 28, 1989 for commencement of construction, and January 28, 1991 - to complete construction of its 164-unit rental development lo- cated in the Southeast Overtown/Park West Redevelopment Area (the "Project"); Odessa Apartments. g BACKGROUND: The Board by resolution No. 340-87 approved a $1,070,000 loan in Documentary Surtax funds to Circa Limited Real Estate Develop- ment Corporation in connection with the development of a 164 rental unit project in the Southeast Overtown/park West Redevelop- ment area within the City of Miami. Circa Limited Development Corporation represents Circa Barness Sawyer which is a joint venture of Circa Ltd., The Barness Orga- nization and William and Bernice Sawyer, Overtown property owners. William and Bernice Sawyer invested in Overtown properties over the past several decades, and a substantial amount of their prop- erty was purchased by the City in assembling parcels for the Overtown/Park West Redevelopment effort. The Sawyers continue to reside in Overtown and will be among the first to occupy the new housing. Circa Barness Sawyer was selected as developer of three blocks in the redevelopment area - Blocks 55, 56 and 45. Their first phase of development will be the eastern half of Block 55 located at Northwest Second Avenue between Sixth and Seventh Streets, directly north of the Flagler Station Post Office. Phase I will be a rental development with 164 units, ground floor retail/restaurant space, are enclosed parking deck, swimming pool and landscaped garden/sundeck. The development will include a twelve -story, 144-unit apartment building, known as The Odessa; and twenty stacked flat and loft apartments in two three-story buildings. Rents will range from $239-475 for efficiencies; $323-550 for one bedroom apartments and $409-675 for two bedroom units. Floor plans, level and views will determine rents. rdP .Q707 t1A , t 90- 0126 1 imp Page 2. Circa Limited has requested an extension to the construction start date requirement for the Surtax.loan on The Odessa Apart- ments until January 28, 1989. They will be closing on The Odessa financing in January, 1989, and will begin construction shortly thereafter. While they have been proceeding judiciously, the number of financing sources required for this project has complicated the closing process. An inordinate number of legal documents have had to be drafted, negotiated, circulated for review among nine parries and their attorneys, revised and coordinated so as not to conflict with =_ other documents. This process has taken longer than anticipated; 's� however, it is nearly complete. The Surtax Advisory Council has recommended approval of the extension requests at its December i, 1988 meeting. This substitute item is submitted to correct number of units and location. Ip STATE OF FLORIDA ) SS: COUNTY OF DADE ) f. i, RICHARD P. BRINKER, Clerk of the Circuit Court in and for Dade County, Florida, and Ex-Officio Clark of the Dowd of County Co"issiooets of said County, DO HEREBY CERTIFY that taw above aid foregoiag is a base and correct copy of = Resolution No. R 17-89 , adopted by the said Board of Cowsty CMasis- siomets at its meting held on J�� 17' 19 8. � .. IN VITPIM WWREOF, I have barounto sat say bond and official seal on - -= this 19th day of Januar Y A. D. 19 a9 RICHARD P. BRINKER, Ex-Officio Clerk Board of County Coasssissfosers Dade Gowsty, Florida Board of Ceomty Coeaussiomers Dada Couty, Fluids, 1ds.dt-ilaw. tit" 90-0:126 --- EXHIBIT 44-A - VEVELOr'017�4T CORP. 2191 N.A. 58th Street Miami, Florida 33142 (305) 635-5778 March 13, 1989 Non. Xavier Suarez Mayor City of Iqis.i 2500 Pass American Drive Miant, Floridan 33133 Dear Mayor Suarez, At the occasion of the Dedication Ceremony for the Soistheast Ovwrtown/Park meet Project, as you may recall, I expressed to you my strong commitment to as©ume responsibility for getting development started on Block 55 and continuing forward in the future on Blocks 45 and 46, If Bill Wilson of Circa, Ltd. was unable to secure the requisite construction financing. Approycinately 3 months have passed since that date and the project Appears to be no closer to starting. in fact, given the current rise In lending interest rates, it may in tact be less feasible today. Consequently, I am informing you that I have directed my attorney, Robert Sechen, to institute the appropriate steps to terminate my relationship with Circa, Ltd. At the same time, I intend to Immediately pursue the formation of a new joint -venture in order to develop homeownership units on Block 55. To do so will be such more in keeping with what my original . Intentions were back when the initial R.F.P. process began In 1984, while still being able to meet the deadlines not forth in the City°s Lease Agreement. I know on a firsthand berms from my working with Poinciana villaage sales staff, that not having construction begun on Block 55 hair-significently hampered the sales efforts as potential buymv eortinue to see nothing happening on that site. . I an adamantly opposed to ODA/city staffs current efforts to use a non-profit 501 (c)(3) vehicle to become "owners" of the project and allow Circa to serve as project "consultants*. I as also very much against any efforts to change the originally planned residential components on Blocks 45 and 45 to permit construction of a new city administration building. P �• t 90—OIL26. "Tnrch 10, 1989 page 2. it is any intent to schedule a meeting shortly with Assistant city Manager Herb Bailey to discuss with him and representatives of BY potential joint venture partnership the manner in which the project can expeditiously proceed. My now residence at Poinciana village is rapidly being coin feted and we are 100king forward to finally being able to return to evertown in the very near future. simerely, aitii��3�� er cat Cesar Adio Merber Ba31ey 1%tthw_ScbVsrtz Miller VW 0 EXHIBIT 44-B tJl/li[ pLAIc1fVNALK OM13ewsawnLtx 92-L-7010 PAX I3O9l are-Isee JOMN R. MOCML, P.A. MAIITt a ►AeOC " 00*JL w. LAfSKI►I. JR.AA, JAM" E. MV1111 t R.'"TDN MA"" J. FV�T WALKCP. III NASRIM J. KLATAM e Q01f0 w. NUCLL FIe13301GM A, ANAMAA DAVID M. ROOCleO CiMlyis Z. DAMMDIIi C"AAts P. V%xx L t3fteo ts D. wOslwM JOMN C Scow. JIL tDV0K11 P. wlwaD PATgICK C aAwTNUT 1DaaK C owe 04.I0C W. VVtIMDT'QIII P101wtC K A. WASWF OARflLtY K MwO&WPOI IR ANDOARD L. WMJ.LitM TMOAIAS W. MAW" Louie I. Ilimo M, I" MCI~ A FW9934MI s ALAN STAIRLY MIA R: C7MPT WA4019 M OOMAAN VPLLAAM IL WWHICV VALLIAM IL JR71M JA ON" A stANOMLY RL#IT D. awDl•I SRVCN Pt OaOHTM KtOaMCTN 1 IUNMIp11NOe wcatlN N, SECOWN ART14Ne JIL aIVIM 11041"1 L VA NK4R ORCOORY A. MOM NAM t. VAN WINKLE WAL a lIMROdM.AN "AM W. NCK7NCR CARM L ZZIN" DOUL;Aa M. STEIN JAMCS K Ci?AO wANOY C OIDLOtN IIUOM J. 804011041 LAU Ma a ne= CO"tN b"Mo AML P. SGAN "AM T. AOS[Lemu Vt t'IA A IfKTT[R opisaLL A ONKAY. JA WONJA W M. CbMAOU"IS sLJiANN[ CL APOGASON AIM AL QTW II(NRF At A OARAstN TMOMAS A. DILL VVILLIAM L ORDeeAOtN JAMES A. TAILOR. Off MAN SLUMCN►tLO 901.E MANUEL FARACM SRAOLCY W. MOOwCVC MICMAtL M. METZ LUIS C. DROOP#= JAMES AI. FON►AIM DA%R0 A 9CNWART2 KATMLt9l1 M. sfty" "ARM w. 091,4600 VATNK:IA A MARTIN >TtVCN W. KYATT MOWAIO a. WtINeCRO JNMCs W. M7CRILADY. III PETER w. LASH DANIEL J. KMSANt OCANNA Q OwOws March 21, 1989 The Honorablo,Xavier L: Suarez Mayor t City of Miami. 3500 Pan American Drive Misait Florida 33133 Lies Bill _Sq=er Dear Mayor dnareas T..1. SLACMWELL I*M .babel W L OKAY. JR. IMVO-IM, OF COUNSEL WILLI/W M. WALKER. JR. SAMUEL J. POWERS, JR., 0 A. WK.LM M. MICK, P A. ROatwT AST. P A. JOHN e. KCLLEY. P A. JOMN POOOtA CAMP. JR. BRANCH OFFICES MOCA RATON lMANDON CLCARWATtN OELTONA FORT UVJDEROALC PORT MYCM! JACKaW0ALLC KENDALIC LAKEe MtLSOURNt NAPLts SARAWOTA STUART TAMPA VMVr DAOC WEST PALM atACM As you may be aware since January 1988 I have represented Mr. Dill Sawyer in various personal matters and investments. On March 13, 1989 Mr. Sawyer sent you a letter which I believe requires some clarification in order for it to be properly interpreted. Mr. Saner°s intent has always been to see that Block 55 is developed consistent with the overall objectives of the Southeast Overtown Park West Redevelopment Project Plan and Bequest- for Proposals. In seeking to help the City achieve this end he agreed to act with Circa of Florida Inc. and Mr. Harness of Philadelphia. As you are aware, Mr. Hill Wilson of Circa has been spearheading the effort to have the property developed for the past few years. r 90-0126 The Honorable Xavier L. Suarez Page 2 Nothing in the letter signed by Mr. Sawyer of March 13, 1989 or herein should be construed as meaning that Mr. Sawyer wants to impede the progress of Mr. Wilson, Circa of Florida, Inc. or the Odesaa Ltd. from deiteloping Block 55 in accordance with the Proposals submitted in response to the.-City's RFP. Sincere 1 KA Robert N. �O_Mlen For the Firm RUS/la/5049- Encl. cc* Covaisidoner Miller Dawkins Cesar•4. odic BOrbert, J. Bailey .Matthew:'D. Schwartz a r 7M jFL__ EXHIBIT 45 Circa 4mited REM. ESTATE DEVELOPMENT 626 WEST Rrr EN"OUSE STREET 1747 CHURCH STREET NORTHWEST = PHILADELPHL46 PENNSYLVANIA 19144 WASHINGTON, O.C. 20036 �= TELEPHONE (215) $43.09" TELEPHONE (202) 265.2270 March 21, 1989 Mr . Herbert Bailey "alst"t cit nameer Miami --City Bair' 3500 lane American Brine � Miami, Plorida 33133 near Mr. saiiey` , whenwe =at with you in December and January to discuss essential function bonds as a financing opts n for the Odessa, it was with the intent of resolving what has) beerts a very difficult financing effort. While the development incentives that the City of Miami and (lade I. County have provided for the Odessa are considerable, they have not been able to offset the combination of changing Federal regulations affecting bond financing and apartment development and the virtual impossibility of attracting adequate equity to a eubstantial, first phase project in overtown, not Park West, at other than vulture terms. Despite Clay efforts to consolidate the Overtown and park West areas into a single redevelopiasnt area, there remains a diff®rent perception of Overtown that more re -naming has not oVArooae* ruh co-insured •essential function bonds" provide a relatively new technique for debt financing of market rate housing in redevelopment areas.. While this approach would have required us to transfer ownership of a property that we had made a considerable pro -development investment in to a 501(03 corporation, we were Ming to go this route and defer our return in order to get the Odessa under construction. Puller Mortgage had•a<•read to continue their participation in the financing with essent�al function bonds. By having the 501(e)3 channel the project's surplus cash back into Overtown development, we felt that the city and neighborhood would benefit economically, and that over the longer term our residual interest in the Odessa and subsoquent developments on Blocks 45 and 56 would benefit. we met with Mre and lira. sawyer in January and had numerous telephone conversations with there about the use of these bonds in order to get the project built. Their adamant opposition to use of these bonds was_ngae; conveyed to us. instead, we Searned of it by hearing ,that they had sent letters about development on the site to city officials and through calls from newspaper reporters to our office. i i0 d i T: 0T aam G®-ZM_aVW 0 El As geaneral partner of the Odessa Ltd., Circa Ltd* has borne all of the rink of substantial Odessa pre -development expenses caw of 2/28, our cash 2utlay for the project was $397,000). The Sawyers were given the opportunity on numerous occasions to acquire a limited partnership interest'in the Odessa however they chose not to place "y capital at risk for this project. We created a special interest category for them whereby they could make a relatively small loan to the project at market interest rates in return for repayment of the loan and interest from proceeds at project closing and an interest in the general partner'a'cash flow. Given the ramifications icationsa of the 0jawyer e s recent actions, we have decided not to pursue essential ftnction bond financing for the Odessa. We fully Intend to peat our development obligations under they land lease that, we signed with the City. we will keep you apprised. • VoryL. Wilson cc c Mayor Xavier 8aarais Comissioner H ller Dawkins Cesar Odin0,01- Matthew dchwarts Lester ei=m WiUlam Ba" r Neil raaggig David Lebor RI r i I "T 31•1 6e- zC.--:Jt�1i r•f►tiet l circ.a. c 1IfL� .-e;- �, , It111t 11#AIr 111%111( WaNIC 1011%VINI RIITMI1c111!1*%I � tt II III At )1 t 1.111A.11 NNSYLVAN1 1►}1.1 i it i till IONS 111 S1©43 IInrah 23e 1909 11.. 1149cuoru Atttlo AuU tatesrlt t; l 1.1 ' H,a 111nmi city /tall 3500 Pan AMorloan urive MiIt11tt / riortria 31133 F)nnc iletrbs t)t r• 'r. 1747 CI 1t IKt' I t 4I MI 1' 14t )Itt 11�v11t • �V/151111•dlilt/N, ().t.', t1Jt1)6 l t 11 lotK'lt-11. (1011 161.S.71?a a ,e Junt for the redo de we Would 1 ikcs i!) ulort.(y a vvi)lpto tjC potnt.o , Alw)lt. public: ixler an bonds that acV 00:041ARCA wil.h you etild 4111t Illitid Ill t etta rtt nont t you In nelrcrinhor Mrs►] F ebru.%ty. Al tliotty11 wo nu lonyerr intend to luYAile vile of thesto hontla cl tvc-n the c ontr ovilray / 1 want It to be por actly c)oar 1.1wit wehropt)nnd n v iahle a1.l,*t:•rt.'tt:1v4e f inanc:irul mc?chani 1e t.o you that. w01114 Irrtvel prnvideld, at Ito addll.tonat cotet: t the City, m-trY,t�t %ate hotint.$)g in tlti.b crit.tt�tsl ihanR nortsu�sttry c 4uCOO IH oC nve, Lows, 1 tstltsvt)It,�►mc.�tYf. . 1►esbi is porpono wip. tic woopia hnvo provIOi-sl 1901 iwi) , (telt+sscissg rnt.tlnl tiltll the 6 % debt/12% odttlt.y 1 inanc:itiq Lite isrojec•t: would hnvrl Ilrael Limited to w tit worl.gage) rt►vcltltte buntin. while tiattllnr 1.1%p City not' 1)adco count�Y 11 unintj rinaviv Ayenry wouttl Jonva 1)ot+rl tsxnus►ai Co Ad►l i 1.1 onal r w th cu^ l n1411red public porpone honds o the stirplutl entth genernted bye Cho tulrassa wotild 11nve act. -rued to Mia airy thrvw1h a 591te-VA alkanvor rutidut t (1 .e. Now wurlel Potlnclat ion) . Ovtrt: It tt►et yrAtr twined, tho ea:lr would have provided flnetnclat hanoClt:n tit tlsts feel lowl ng rail o t 4'Ay+�aelltlt 1tt 1aitH1 ! TA)earl fit, .7 sal ). i foes rayawtovi n car rain ant:me.nt In Ovurtown 1 $1.2 million KfIL last L061 profit ' e 501 Q t: f► 1/C` t t y nt. r•vronto off prapl rty iii to years y:i.ti miilturt 1.1s4inej exiet.ing 001t:9119cr ttsvalrtsr. 114,tstty, tiffs 011us"ll, rinctnclel henc►tita over a t;.n ynAr pet•icu•l woula ion in tilt? tullowing rartvrr i►roporty 'Caxton 0109 million TOMI& ,� a.9 mill!►i1t �. ;t ;1 ,Is 1 16W e 141111e1 Acauv PaYA10411 to 1110 Vt1,y anultl Itavu Itv••tt Chu nntne! ttnJar. Vit.alttl •111�V1'ht14i r Glve:tl rhea ei t.y • s i l l i nynv�nes t o a0collt psnymwito itt l A ou of I.nxetn ha p:1rt. of t,ho US* Armin riretwing in t:ho toc.luvelo`(,mclnt arrin, your 11nw3 tZittOnc�n4 to upport. our regtsast: tor romplat'ab a tlexihi tl t.y !n ilainneing the tad sa Auemed unwtlrcatlt.rd, part:ictllarly given all Mite „t•hm- iattacller t+ a sad overcoome over tllc pant. fwar yonraa whoa no imvO vil:so site Miomi altl inte'rvoLocl lit itiveno.fivi in overt.owh On theucato wo hown. Tho (Mann t o [eta tlgt�d for P11A c — i nKu t nm.:u v %ttira rd len a of whet hor the underlying lids ware to bo melt;t.9m;a rovolluv bonds' aY public., ;sllrpoen honda. C. innoranco in sltni,ty .-% mactioniam wlaern wo no the Clovalopor ►tty a renitum to obi nin rduar-4111 Ued ro3payment of thlt etondo, rulat' rtgago tndiccated a wiltlltgnnaa to cotneure uit.hor put►lle purpooe o11 wortgnvo rnvenuts butldn ror the Odnsam. Under; �it:ltoK. w11,Rrnnti<�,r. 00% of t.ho unit.h wntald have. markot rnto rentn. r nVo ty. ! jam t.. arilent#, r�ioa�iq►al cc s t<kiyor xavia Cemissionar t Cun+ee Od 10 "Stec nine Matthew Bch r 1�avRd t►vewr i rivarni 11 Inc Dowkim, {rts AP i . � t M n t•1 FNUBIT 47 Ct_!sAn FI. QptJ t A�• a � O'�j ..,nre�, t�.��nn�. 1�r,�-futon ctr. N�te�ora qf, .. ��•, F April lie 1983 Mr. William Is. U lson, Principal ct rca t adLed 629 test ftittentuouse tltreeQt Philadolphtaa, Pennsylvania 19144 r In reeponne to, uc Harch 23, 1989 letter, I want to thank you for your further�expl,anation of the ose of public purpose bonds. 11owever, I an at a toes to understand your next to the last Imrdyrnv1% on perg 2. 1 indicated in conversation with you thae payment in Lieu of taxes would* pr ably be an acceptable alternst,iv®. I also requested your t written proposal outlining your fi,nanvi.ng alters.-stivR with, supporting oletailn ao that I may prepare i't for presentation to the City Couani a!3 Lon. I a tno requestekI the detailed project on from your underwriter. In my diecuesion; with you and "rbarl Bryan, I matte it very clear as to the nature of my concern of such a proposal icy Vintanee your project. The ena is owned by the City of Miami, it was originally bided as a public: purpose projects'' It was ill nay professional opinion and the City Attorney"s office that you choutd present lour proposal to the City Commission and oxplain thoroughly that ature And reason for your alternative proponni, which itsour op pion, deviated from your original proposal tsaid the tormn of the lvano agreement. r ' Until yoaa make Ouch za proposal before the City ComFnies ton which wotold then hava to approve it, the matter of public purpose boo ling repress is tin more than an exchange of ideas as an ,alternative to f )fill your obligattone under the lease. t -7 T' n F-H)5E11 T-- =' = a flntf l = t _ t TiFt"• y e 1 - Mr. Wi l.110m L. W� tf3rn = April 11, 1909 I -- rage Two = It {s ray opini.ah that ali. ciAv. m.i.onff from previounly he changed at 9utasvguent t\rrrrfv�d city Comnlenion legistaLion ciui only City commission meetiligo.q. 1 wioh you guavells to your project - Sincerely, _ Av v i start City nage r �:c:� M•�7ur Xavi�lt ie• nuarce - Colniseioner Miller Dawkins Ceenr It, 04ti I— = T,acter Dimon = t�atthcw 6chw rat a David i,ebor = Linda Keerso - itJtl/aim 1 e = t _ VV i t Y a 13b, 3 s r ii rJ L -► tIr J j EXHIBIT 48 In mmi Circa rf"Jinited r REAL ESTATE DEVELOPMENT 628!NE5T RITTENHOUSIESTREET PHILADELPHIA, PENNSYLVANIA 191" TELEPHONE (215) 643-" 1747 CHURCH STREET NQRTHWEST WASHINGTON, D.C. 20036 TELEPHONE (202)265.2270 may S. 1989 Mir, Hesbort Hailov; Assistant City Etanagear 3500 Pate American Dr. Miami, Florida-33130 ' Dear Herbs FoLloving up on our earlier conversation today, we wanted to advise - you that we will not be using co-insurance to finance the Odessa. Therefore, we will need some changes in the language of the CD Float agreement (i.e. replacing the bond escrow/CLC's/PLC's with letters of credit) . We'd appreciate it if you would authorize Linda Relly to work with us and our attorneys to maker the neceesary revisions. In addition, it you would give her the okay to proceed with cleaning up the outstanding title Issues we advised of, we can move forward expeditiously. Barbara and I will be in Miami the week of the 14th and -will schedule a time to meet with you on the 15th, if that still fits with your schedule. Look forward tol'seeeing you. S slily. iam L. Wilson f r r EXHIBIT 49 C,rlva 4intacce RtAI ESTATE DEViLOPMENI b2A WEST RITTF1 I iOUSE ST RE.ET PMnArXI PHIA, PFNNSYLVANIA 19144 rCLEPHO NE (115) A41.0099 May 21, 1999 me. Herbert Bailey . Assistant City Manager 3500 Pan American Drive Miami, Florida 33130 Dear Mr. Bailey: 1747 CHURCH +TREE 1 NOR1'(-W.15T WASHINGTON, G.0 2(N}36 1 ELEPHONE (202) 2G5-22.70 we anorrstated the © ortunLLY W most with Yga ioat wes% ang you; concurranum on cttang�.ny utie vutsbriies et:9,un LWAU43. e1j,vtt_WeSIUM cv I ondominiums. our original proposal to the city for Block 55 (io4l aee4 a e4w of eAtnAnn n1nA rAnti1 wlnnrtmmntn fnr thn hl nm* 4aA thA *V-16e lock will be approximateely the same ao it had been undetr the rental lternatives. 'Units will be priced so that mortgage payments by the urchaseers pill approximate what had beten our proposed gent levels. o that we are still targeting the same household income levels. have directed our attorneys to work with Linda Kierson in finalizing the CD float agreement and title documents so that we can move forward expeditiously. We be4ievet that t1its increase in homeownership opportunities during Phase T ' of the SXOVW redevelopment will ultimately enhance the success of the area and*•providee a wider range of housing options. S raely, ism L. Wilson P ncipal o,'4 rrR+nn+.1 d{+iAs r EXHIBIT 50 Circa C— lQmitcd RfAi EST.4iECEVELOPMENT �628 WFST RITTENHOI)SE STREET ►'Pill ,+t1E1 Pill %, PENNSVI VANIA M44 TE: VPNtn\E (214; 843-09" Jun,), 6, I969 Mr. Herbert Bailey Assistant City Manager 3500 Pan American Drive Miami, Florida 33130 f Deat Mr. Bal,leys 1 747 CHURCH STRCC'r WASHINGTON, O.0 TCLEPIIONE (202i 26.'•?� As per your request and subsequest to our May meeting where you endorsed out proposed change to condominums, we submit the following to elaborate on our schedule or: activities. The Odessa will contain 138 Units distributed as follow3: Unit Type No. of Units Price Range 1 bedrvom/l Bath (57S sf + 48 sf balcony) 72 $51,000- $62,500 1 Bedroom/Den/1.5 baths (638 sf * 128 of balconies 2 story unit with balcony li3 $68,500 - $76,000 on each level) 2 8edroomst/2 Baths (Sol s.f. + 48 of balcony) 48 $74,000 - $85,000 unit prices will include one space in the parking ,garage and additional space3 will be available for purchase. Recreational amenities remain unchanged. Following resolution of agreements with the City (i.e. land lease, CD float) and completion of title documents, we expect to begin construction in 20 to 30 days. Our building permit was renewed last week and everything is in place on the construction side. The letter of credit bank needs to review the CD float loan agreement prior to finalizing terms for backing the float loan. with th03e pieces in line, we anticipate construction faking 12-14 month- with initial oaccupancy in autumn, 1990. We're encouyxa,?d Aind wou.M like to move as quickly as possible. It's our understanding that Linda Rierson needs a letter from you before QhP can be -sin worispi.ng with our attorneys to complete documents. Your prompt t It re3poi�A on this martpx is appre;.i:it-.ed. W,e s±"And corn amLtted and ready to A you menti,.�,ned =.n yoitr presentation to the Chamber, inner �;ity redevelopment requires two ingr�a_snts - patience and daterm-nation. Wp applaud you anc] c4.ty ir.r the patience in working with as while woo ve h.:d the deterTination to keep.this project alivr,,. Siwe-ely, W' iam L. Wilson Principal s 411` EMIBIT 51 INTER -OFFICE MIEMORANDUi41 To: Herbert J. Bailey Assistant City Manager FROM Linda rson Assist nt City Attorney M DATE June 15, 1989 FILE : S IRIECT Lease and Development Agreement with the Odessa Ltd. RUVIENCES ENCLOSURES Pursuant to your request, I reviewed the Lease; and Development Agreement between the City of Miami ("City") and ,the Odessa Ltd. ("Developer") to determinR the Developer's compliance therewith. Accordingly, as of June 15, 1989 the Developer, due to its failure to commence construction, will be in default under the terms of the Agreement. Specifically Section 7.1(a) of the Agreement defines Events of Default -Developer as: Failure of Developer to begiff consatruction of the Developer Improvements- within one (1) year of the date of this Agreement, as such date may be extended by the provisions of Sections 3.7, 3.13, and 7.5 hdreof, and Developer fails' to so commence construction of the Developer Improvements within sixty (60) days after receipt by Developer of written notice from the City of its default under this Section 7.1 (a). Section 3.7 provides for an extension of time equal to the extensions granted or delays approved or acquiesced in by the City or City Manager to the other developers of the Southeast Overtown/Pasrk West Redevelopment Project. -The Developer has received the same consideration as the other developers, therefore, this section is inapplicable to the instant situation. As set forth in Section 3.13 the City Manager may extend the time within which the Developer must commence construction for good and sufficient cause as shown by the Developer. Good and r E r3l Herbert J. Bailey Assistant City Manager June 15, 1989 Page 2 sufficient cause shall be deemed shown if such extension has been approved by the Lenders or Landlord/Lender having the right to approve such extension. Section 7.5 allows for an extension due to an unavoidable delay. As you are aware the City Manager granted an extension pursuant to this provision on January 26, 1989 thereby extending the Developer's deadline for completing the garage foundation to March 15, 1989. To the best of my knowledge, there have not been other unavoidable delays. Based on the foregoing a decision must be made as to whether or not the City Manager will exercise its authority to declare the Developer in default. If the City Manager deems the Developer to be in default, written notification of such default should be sent immediately to the Developer, allowing sixty (60) days to cure the default. Alternatively, if the City Manager elects to grant the Developer another extension based upon good and sufficient cause, he must similarly notify the Developer in writing. This office was also notified of the Developer's proposal to construct condominiums rather than rental housing. An opinion cannot be rendered as to whether or not the recent proposal is a substantial deviation from the Developer's original proposal thereby requiring City Commission action, given the inadequate information provided by the Developer relative to the new proposal. As I have previously indicated, it is advisable to get from the Developer a detailed written proposal, particularly specifying that it has obtained a firm commitment or commitments from Institutional Investors or Lender/Landlords for. construction and permanent financing of the Developer Improvements as is required pursuant to Section 2.1(d) of the Agreement. If I may be of further assistance in this matter, please advise. LKx/pb/P2379 AKk EXHIBIT 52 — _ �:ra. _ r...`t,.(9.L u�.[: �l.a. f � •.�. i r w._. .;: yS ....,...:.ak.a..•...•.:�....„._'a:-.�....i:i .a... BLANK, ROME, COMISKY BSc MCCAULEY FOUR PUNK CENTER PLAZA 1400 NORTH P*&1n09RC9 ROAD PHiLADCLPHIA, PCNNSYLVANIA 19103 - M901^. PA 190ta :I e•ee1-sao0 a l a•sAa-a®oo TW1t 710-670.1073 • SLARCOM Of LAKL ONIVL LAST TtLtCO'ItA 111111.884-Safe CMLRRT MILL. MJ 0e002 eoe-sse•ae�o June 15, 1989 CERTIFIED.MAIL'AND FEDERAL EXPRESS Linda Kelly Kearson, Esquire Assistant City Attorney City of Miami 1100 AmeriFirst Building One Southeast Third Avenue Miami, FL 33131 Re: The Odessa Project Dear Linda: 14901 FORUM WAY WLST PALM MUCH. FLORIDA 23601 40t-eee•e100 OIIOtCT 01^L NUMDCM* (215) 569•-5658 I am writing to you as we have not been successful in trying to reach each other by telephone. As you know, my client has been attempting for many weeks to move this project expeditiously through the next stages, consummate a funding and commence construction. Pursuant to letters sent to Herbert Bailey on May 21 and June 6, 1989, my client was to' receive a written confirmation from the City Manager that the proposed change to condominium status of the project was approved. In addition, you had agreed to send me a letter enumerating all of the items and documents that you wanted delivered to the. City prior. to or at Closing. Please send me written confirmation that the proposed change is approved together with a list of required documents. I would also appreciate your confirmation that the City intends to comply with all of its requirements under the Leaae'prior to a construction closing. Very truly ours, e----,"DAVID LEBOR DL/ses cc: Herbert J. Bailey, Asst. City Manager (F.E.)f Mr. William L. Wilson (Telecopy) Ms. Barbara Bryan (Telecopy) e 2 s C t#ix of ialil i MBIBIT 53 cesAR H. 0010 e, P. 0. SON 330706 Q/ MIAMI. FLORIDA 33233-0709 CITY MANAGER `fJ j 305-579-6366 June 23, 1989 CERTIFIRD MAIL Mr. William L. Wilson Circa Limited 628 West Rittenhouse Street Philadelphia, PA 19144 Dear Mr. Wilson: I hereby inform you that, under the terms of the Land Lease and Development Agreement signed with the City, the Odessa Ltd. is in default due to failure to commence construction as of June 15, 1969. According to Section 7.1(a) of the above Agreement, Events of Default -Developer, is defined as: Failure of Developer to begin construction of the Developer Improvements within one (1) year of the date of this Agreement, as such date may be extended by the provisions of Sections 3.7. 3.13, and 7.5 hereof, and developer.' fails to so commence construction of the Developer Improvements within sixty (60) days after receipt by Developer of written notice from the City of its -default under this Section 7.1(a). Section 3.7 provides for an extension of time equal to the extensions granted or delays approved or acquiesced in by the City to the -other developers of the Southeast Overtown/Park West Redevelopment Project. The Odessa has received the same considerations as the other developers, therefore, this section is no longer applicable. As set forth in Section 3.13 the City Manager may extend the time within which the Developer must commence construction for good and sufficient cause as shown by the Developer. The Odessa has not demonstrated a good cause to our attention yet. i Mr. William L. Wilson Page 2 Section 7.5 allows for an extension due to an unavoidable delay. This provision was exercised in the Odessa's favor in the past. To our best of our knowledge, the Odessa Ltd. has not informed the City with respect to any unavoidable delays. Based on the facts presented to me, I have no choice but to declare the Odessa Ltd. in default for failing to commence construction by June 15, 1989. According to Section 7.1 of the Agreement, you have sixty (60) days after receipt of this letter to cure the default. The City shall then make a determination whether to grant you another extension or to sustain the default based on your response. In order to satisfy the terms of the existing Agreement with respect to your new development plan for the construction of condominiums, please furnish the .City a detailed written proposal. Also, the proposal should include firm commitment letters from Institutional Investors or Lender/ Landlords for construction and permanent financing of the Developer -- Improvements. [Section 2.1(d) of the Agreement]. Should you have any questions, please contact Mr. Herbert J. Bailey at 305/579-3366. Since ly, Cesar H. Odim City Manager ExWBIT 54 -�.- � P. o.' eox 33070e CESAn H. Octo if ir ` MtAMf, rLORIDA 33t33-0700 CITY MANAGES 305-579-e040 July 14, 1989 Ms. Barbara Bryan Ci rca/Barness/Sawyer 628 W. Rittenhouse Street Philadelphia, Pennsylvania 19144 Dear Ms. Bryan: In response to your recent inquiry about the City's past experience with CO float loans, please be advised that it has not been our experience to exercise the right to call in 48 hours, however, the City reserves the right to exercise this option if it ever needs to. Si ncerely , Hfrbert J Assistant HJB/ju E'GiIBIT 55 _ E. C 0 M I S K Y & MCCAULEY �}� 2!� E�1 91 (96JRi PENN CENTEn PLAZA I<00 NO?ITH PROVIO[NCt *OAP. OA JY�. P PHILA©ELPHIA, P6NNSYLVAN1A 10103 MCCIA.PA 10043 216- 8:I-7000 219-660-8800 TWR 710-070-1073- •LAtCOM 110 LANE ORIVC CAST TCL[COPICR 11�-s�4-0208 CHERRY HILL,NJ 00001 $00-T79-1e00 July 18, 1989 FEDERAL EXPRESS AND CERTIFIED MAIL RETURN RECEIPT REQUESTED Cesar H. Odio, City.Manager City of Miami Department of Development DuPont Plaza Center 300 Biscayne Boulevard Suite 400 Miami, FL 33131 Re: The Odessai Ltd. (the "Developer") Dear Mr. Odio: 1401 FOFIU14 WAY WEST PALM OCACH, /LORIOA 33401 407-680-0100 ' OIRCCT DIAL HUM111ERI (215)569-5658 A copy of your June 231, 1989, default letter to the Developer has been submitted to us for response. We conclude that the Developer has not defaulted under the Lease And Development Agreement (the "Lease") by and between the City of Miami (the "City"), as Landlord, and the Developer, as Tenant, for portions of Block 55N in the City of Miami, Florida (the "Property"). As noted in your letter, Section 7.1(a) of the Lease requiring construction to commence by June 15, 19891 is subject to Section 3.7 thereof. Section 3.7 clearly states that: Subject to the terms and conditions of Section 7.5 hereof and to the right of Developer to delay the time for commence- ment and completion of the Developer Improvements and each stage thereof set forth in the Development Schedule . Developer shall: (i) commence construction of the Developer Improvements not later than sixty (60) days after the sats action of all preconditions to the Developer' oblIsations un er this Lease . . . embhas s supal ed A review of Section 2.1(d) of the Lease which enumerates certain preconditions to the Developer's obligations thereunder will clearly demonstrate that many of those preconditions remain a BLANK, ROME, COM{$KY tx ti CAULEY 2 unsatisfied, Accordingly, the Developer's obligation to commence construction pursuant to Sections 7.1(a) and 3.7 of the Lease will notarise.until sixty (60) days following the satisfaction of all such preconditions. One such unsatisfied precondition is Section 2.1(d)(viii) of. the Lease which requires an ALTA Leasehold Title Insurance Policy, "acceptable to the Developer in its sole discretion", to be delivered to the Developer within thirty (30) days of the Lease, i.e., July 15, 1988. Letters dated July 11 and September 19, 1988, notified the City that this requirement remained unsatisfied since Commonwealth Land Title Insurance Company's title commitment (the "Title Commitment") included numerous exceptions which were not Permitted Title Exceptions under the Lease, and which were created subsequent to and in violation of the Lease and without the Developer's knowledge. Specifically, item 4 in Schedule B Section 2 of the Title Commitment references certain restrictions contained in a Dade County Deed to the City which was apparently -executed and recorded after the Lease. It is critical to the Developer's financing requirements that these restrictions either (i) be removed of record, or (ii) that the City obtain from Dade County (a) written consent to the transaction contemplated by and with the Developer and (b) a written commitment fissuring both the Developer and any entity providing financing to the Developer that upon the commencement of construction within the required three (3) year period, Dade County will confirm that the Deed restriction requiring such commencement of the work has been fully satisfied. Please advise me if and how this issue has been addressed by the City. Another precondition concerns the environmental study of the Property. As you know, an equivocal report was issued by ERM on July 26, 1988, regarding the presence of Hazardous Materials on the Property. After extensive remedial work and tests, a revised report certifying as to the absence of hazardous substances was issued on October 11, 1988. Section 2.1(d)(iv) of the Lease required the City to deliver such certification within thirty (30) days of the Lease, i.e., by July 15, 1988. As we notified you by letter of August 10, 1988, the period of time taken by the City to cure this default extended all other operative dates in the Lease. By virtue of this delay, the date for commencement of construction under Section 7.1(a) of the Lease, as applied to Section 2.1(d)(iv) thereof, is extended to September 15, 1989. As indicated above, however, the September 15, 1989 date will not govern for purposes of Section 7.1 if other preconditions set forth in Section 2.1(d) of the Lease remain unsatisfied on such date. As the City is well aware, the Developer has spent large sums and made enormous and continuous efforts to bring this project to fruition. As a result of all of these efforts and expenses there is in place a full set of approved construction plans, as well as a construction contract with a reputable general contractor. As the City is also aware, the Developer obtained a commitment for financing in accordance with the Lease, based on a tax-exempt bond issue. That financing was well along U ®LANK, ROME, COMISKY & McCAULEY 0 towards a closing in December of 1983, until complexities arisin; from tax law changes prevented the closing. These tax law changes becames a major concern when the IRS issued proposed regulations on December 16, 1988, lust days before the scheduled closing. In addition, there was a market change such that interest rates rose and the amount of financing thereby available was diminished significantly. These were matters not within the Developer's control. Since the failure of that closing to occur, the Developer has pursued diligently and in good faith the obtaining of replacement financing arrangements, also based on the "float loan" financing from the City provided for in the Lease. As you know, replacement-- financing is being proposed based on a condominium program and that concept was presented to you at least as early as May, 1989. We note' in -this connection that under both Sections 2.1(c) and 2.1(d) of the Lease, the City has an obligation to act reasonably with respect to replacement financing proposals. - Several banks and institutional' investors have expressed interest in assisting the Developer's meeting the liquidity requirements of the float loan for Project. A commitment for the issuance of a Letter of Credit is currently being negotiated. In this connection, our client has made numerous requests for a letter from the City outlining its requirements of the terms to be incorporoted into such Letter of Credit. This letter, which is critical to the Developer's receipt of a financing commitment, has not been issued by the City. Such letter should also include a statement that the City has financed similar projects and HUD float loans which have been backed by Letters of Credit, that such Letters of Credit have never been called and that, based on the City's current and estimated future use of HUD grant funds, the City does not expect to need repayment of the float loan for at least thirty-six months. The Developer would appreciate an immediate response to this request. It is unfortunate that the City has chosen to deal with this situation by resorting to a claim of default which is not valid under the terms of the Lease and is hereby rejected. Even though we reject the default notice, we note that the letter also contains separate provisions offering further review and discussions relating to this transaction. We trust that those provisions more accurately reflect the City's view of this transaction. We point out that an attempt by the City to terminate the Lease constitutes an attempt to cause a forfeiture of the Developer's efforts, resources and substantial investment in this transaction. A termination claim would have consequences that could well delay fulfillment of the City's commendable redevelopment goals. 90- 0126 • /q AEL BLANK, ROME. COMISKY CAULEY If you should have any questions, please do not hesitate to call me or Robert Zimmerman of this office. Because some confusion exists as to the appropriate address to send this letter, duplicate originals are being mailed.both to the address set forth in Section 13.5(b) of the Lease and to the Biscayne Boulevard address. Very ttrul y rs, I DAVID LEBOR DLlses cc: Herbert J. Bailey, Asst. City Manager (Federal) Linda Kelly Kearson, Esquire (Federal)* Mr. William L. Wilson (Federal) Ms. Barbara Bryan (Federal) Robert H. Zimmerman, Esquire 0 It si EK1131T 56 ii#V :qi : s, K INTER -OFFICE fV1E,,l1Cg, 1,1JDU?1 T0. Herbert J. Bailey Assistant City Manager FACIM Linda y Kearson Assis tntlCity Attorney DATE August 10, 1989 FILE SUBJECT The Odessa Ltd. (the "Developer") REFERENCES: ENCLOSURES: The following comments are provided in response to David Lebor's letter dated July 18, 1989: 1. As indicated by Mr. Lebor, the City provided the Developer with a title comfiitment on or about July 6, 1988. The title exception referred to in Mr. Lebor's letter has been removed since January 30, 1989 via of Corrective County Quit Claim Deed, recorded in Official Records Book 13977 at Page 2653. (See attachment) There were other title exceptions that were disputed by Neil Paggen, Mr. Lebor's predecessors however, according to Eugene Shy, the issues raised by Mr. Faggen were either inconsequential• or could not be addressed by Commonwealth Land Title Insurance Company. The City was ready, willing, and able to issue a Title Policy with exceptions, however,, in view of the uncertainty of the Developer's financing commitments, it would have been infeasible to incur that cost. 2. Mr. Lebor claims that the City was in default of the Lease due to its failure to provide a report certifying as to the absence of hazardous substances on the property.: It is my opinion that there was no default,. but rather, an unavoidable delay pursuant to Section 7.5. of the Lease. In any event the environmental testing had no bearing on the Developer's ability to coismence construction. Mr. Lebor's assertion is untenable in that it is acknowledged by the Developer and Mr. Lebor that construction has not commenced due to the lack of a firm financial commitment. 3. with regard to the CD Float Loan, the City (specifically this office and the Department of r e Herbert J. Bailey August 10, 1989 Assistant City Manager Page 2 Community Development) has proceeded in good faith since 1987 to consummate the transaction. The general terms and conditions for providing the loan have not changed, that is: a. b. c. d. The loan has to be secured, preferably with a Letter of Credit. There has to be a 48 hour call provision. The interest rate is one percent (1%) on payable on a quarterly basis in arrears. A not -for -profit corporation has to recipient of the loan. the loan be the e. The term of the loan and note would expire on the earliest to occur of the following: (i) expiration of a period of thirty-six (36) months - from the loan closing or (ii) upon repayment of the note, or (iii) such dates as is thirty (30) days after notice from the Developer that the project is ninety-nine percent (99%) occupied. According to Frank Castaneda CD Float funds are available, provided the Developer is able to meet the requirements. The Developer has been unable to meet the requirements, particularly with regard to the security to be provided. As you are aware, for more than one year, the City negotiated a loan agreement whereby the City would accept CNMA Construction Loan Certificates in lieu of a Letter of Credit but the Developer determined that scenario was not feasible. The City pursuant to Mr. Lebor's request could prepare a letter stating that HUD funds have been used to finance other projects backed by Letters of Credit. However, it is inadvisable for the City, without approval from HUD, to state that based on the City's current and estimated future use of HUD grant funds, the City does not expect to need repayment of the float loan for at least thirty-six months. If additional assistance is needed in this matter, please' advise. r LKK/pb/P 290 e "I watt f+',�... .�. - -r�,. .. � is .. - •- ..,.t; ,,,, ��' R,A y, ��4�7m� coaaaersrt COUNTY gUITCLAIN Otto THIS DUD, sad*_day ot„_ �K�� A.D., 1949. bstves! DADA CODUTT, r1.0aIDA, a p,1�jt1,sbdjvis1om to %bad state of Florlde. party Of th* tits% part, and CITT Of MIANI, a •ustelpst corporation, party of the soaamd part, V I T N l l 3 a T Kt That the said party of the firm& part, for mad la aesstdoraties Of tbs sss of ONi DOLLAR (11.00) and other teed sod • •alsabla eematdsratl*sa to At 1n hand paid %y the party of the *cooed part, the rotsipt vharaet is hereby ackmovle/god, has i . raMleed, released, aid auttelafmo/, and by %bees presents does f„ E% twine, re10440, 486 gsltel*1• usto the party ct the assoad part. n: Ito escsoca*ro sad 4e91928 forever, the following described load. i' sitsato, 17136, and being la the County of Dade, State of Florida, %!.Vito Lots 1 threug\ 20, laetoelte, is $lock is North et ,f.L. KNOMLTOM`• MAP OF MIAMI, (A/K/A MIAMI NORTH and CITT 0r MIAMI MO$Tx), asmordiag to the flat thereof. as rater/ed is flat took 'Be at Page 61 of the Public 1lee9rd8 of Dads Corsty, florid&. Ll$s the last 7.5 test S of %be North /s feet of said Lot 20% AND Lets I 'tbreugh it, Inclusive. red Let• 16 through 20, iselselve, in &less 46 north Of A.L. KMONLTOM'l NAP Or 111"t (A/K/aft MIAMI NORTM end CITT Or MIAMI NORM, assording to &tins Plat thereof, recorded in fts% loot •$• at Page al of the Public Records of Dade Corey. Florida, LISS the last 6 test at the worst I! tart of said Lot 201 AND Lots 1 through 0, Iaelrsive, of 090109 C. $OLLIs Rl-69$9ITISIOM (Of Lots ll, is and IS of Block 46M). aesordies to the Plat thereof. recorded to flat look 1 at Faso 16 so the Publlm Records at Dada County. Florida, TDGXTM=l WITH all risk%, tit$*, and interest Is and to that certain street Nast• as M.Y. lad Court ( Ding North of N.Y. Ith street sad botwoea Lots 2. 7. and s and Lots 2, !, mad 6 of said re-subdivlsloa). Tkle Isatrresat Prepared lya Tlsfothy spoliasso Dade Cosaty•Fublla Yorks Dorattsent oil M.We heft street �lasa� Ji A�i3�-1sr0 .4t* . �Z�y451i.7 Y' 1w.} w pw»+,* -� a �n7 ,,.;; r ' .n`'' � i�'.° V � 3" � ►' .�*�t t 1'R Yi=: j � �tr,*�t,t� �..�3. '' �2r:'yYs ��' ... �•�J��T � r It � ��:� �'��-:. • v � _ '� �, .'" �i�l..+ s ! j +..... t.± .• t.••K.. ' THE WURWOBE ®f THIS D110 to TO CONVET ALL Of'TN1 RIONT, TITLE, AND INTEREST Of 291 WARTY Of THE FIRST DART, AS TO T111 LANBS HEREIN DESCRISEO, TO THE rARTV of THE SECOND TART, WITHOUT ALIT CONDITION OR RESTRICTIONS T91111220 AND TO ELIMINATE, CANCEL, AND NULLIFY ANT PREVIOUS 1E272ICTIONI AUD RBLEASE ANY RIGHTS Of REVERTER OM THE HEREINASOVI DESCRIBED PARCEL!. THIS great *esareys ally the Interest of the County and its Board of Covaty Coaatesiosere to the property htroln described, as* *ball set be dewed to varrest the title at to represent eay state of facts eoacsralms the some. in WITNESS "savor, the said party of the first part has caused toes® presesto to be executed to Ito sass by its Sosrd et Cemsty Cotwisaleaers, &*ties as the mayor or Vice Mayor, and r attested by the Clara of Deputy Clerk of said Board, the day sod year oforeeaLd. Amato RICNAU W. EEIMEER, CLERK 4 DADE COUNTY. TLOR2DR IT ITS BOARD Of COOMTT COMMISSIONERS .. I �� .."K . iY .�I i�F1�i Na4 MS'e�t�i�4A�'`.�:t 7�� .,�, :, r.��.�1.:.•1C.' Circa REAL ESTATE DEVELOPMENT 628 WEST RI TTENHOVSE STREET PHILAIDELPHIA, PENNSYLVANIA 19144 TELEPHONE (215) 843-" August ll, 1989 Mr. Rerbert Bailey tsa istant city Kwager 3600 Pan Amrican Dr. Miami FL 33133 Miami, Florida Dear Barb% 1747 CHURCH STREET NORTHWLST WASHINGTON, D.C. 20036 TELEPHONE (202) 265-2270 FAX as pet our meeting on Friday (August 4th) with you and C6mmiss3cner Dins, and in an atteWt to answer your request to validate our financing structure, Y send the following. Radnor Corporation, the real estate davaloixant subsidiary of sun Oil, in assisting Circa with structuring the financial backing for the $7,500,000 letter of credit to allow use of this amount of previously allocaW CIA float funds for the Odessa. The deter»dmtion of whether to have they letter of credit issued through a Miami bask or a Philadelphia bank has not yet been finalised, however, we expect this to be deterudned within the rmt two weeks and will provide you with a letter from the bards. circa has an established working relationship with Radnor through a joint venture for a development • project •ifi Philadelphia. In addition to their financial strength, Raldnoc brings to they tadessa develcpmnt its elexPertioe with over $1.2 billion in deve3opment projects in sixteen states, including major nixed use, ca, rcial and retail projects as well as several thousand units of cordominiums and apartments. Radnor's net worth exceeds $150 million as shown on they attached balance sheet. n nett Letter to Herb Basle Pre: The Odessa August 11, 1989 Page 2 Circa and Radnor hm a ccwlttment to COVIete this project and areproceeding with finalizing the letter of credit as quickly as possible.. nave a good vacation. Sincerely, 7 CIRCA M!D. f ialb/c@: B. at C. 0mrs/w LI 11 t t Circa-Armftrd C, Radnor Corporation and Subsidiaries Consolidated Hatance Shoots At December 31 (Unaudited) (Mousands of Dollars) Assets Cash and cash equivalents (Note 1) Restricted cash and cash In oscrow (tote 5) Accounts and notes receivable (Note 6) HoushV and land development (Note 7) Real estate hold tot Investment, net (Note 8) t Odw assiets Total Assets LWIitles and Swcldalde's Equity Accounts payatfa and ancxued Utilities Real s8ta06109M and mortgages (Note 10) Qetsrrsd Inwrne gates Qthw deterred credits and Habllides Minortty low" Stos�cttddar'a< Equity Conwroon static, par value $1 per share 8ud'teclt6d, Issued and outstanding — 100.000 shares Capital In excess of par v&kw • Earninga "played In the business Total Stotdwlder's Equity/ Total Liabilities and Stockholder's Equity 1988 1987 -- r—Maw----- ' 58,378 10,426 44,9136 292,736 779,779 26,604 s1,160,ss7 $47',367 871,052 46.811 12,111 16.890 904,221 100 101,784 64,752 166,636 $1,160,857 mists=sa (See A000mpanyft Notes) DRAFT,. FIA $5,395 9,383 36,183 187,176 629,350 16,642 $883,128 mean==== $33,577 656,548 40,568 11,786 14,042 756.521 100 76,784 49,723 126,607 $883,128 ====$a== CM ., E.`�HIBIT 58 _ ..3u. .... vim.. ',E .. .. i . ... .v_wai ... _:',�Y. x'.fL, •.. �- 8I.AMK, ROMEICOMISKY & McCl4�4�,tQ FOUR PENN CENTER PLAZA 1�Q Q t1,14 1400 PION*M PROVIOEMCE OOAO PMILAOELPHIA, PENNSYLVANIA 19103- 09 SEP 1 `O , A ro41A WAY INE01A. PA 19043 WCST PALM UAGM, PLONIOA 33401 s1•-401•1,000 215-669-5500 4or•Iie4•Aloo TWx TIO.470-1673 • ISLAACOM 2f0 LANC ONIVC EAST TUCCOPItN:IS•644-S3S4 CMENAT MILL. NJ 00002 DIRECT OIAL NUM®ER: eos rrsa4so 569--5658 September 8, 1989 FEDERAL EXPRESS Linda Kelly Rearson, Esquire Assistant City Attorney City of Miami 1100 AmeriFirst Building One Southeast Third Avenue Miami, FL 33131 Re: The Odessa/Overtown Project Dear Linda: This will confirm our telephone discussion earlier this week in connection with the captioned matter. My client is still awaiting copies of: 1. A form letter of credit that the City of Miami will accept for the financing of -the captioned project; 2. A copy of the recorded correctional Deed from the county; 3. A title commitment from an authorized agent of Commonwealth evidencing, inter alia, removal of the deed restrictions; and 4. A letter from the City stating that based on the history of other projects and on future estimates, it is unlikely that the CD Float funds will be called prior to maturity. These materials have been requested repeatedly both in writing and by telephone over the last eight weeks. The City`s continued failure to deliver these materials impedes my client's ability to obtain financing. Accordingly, l would appreciate your immediate attention to this matter so that my client can proceed with.obtaining such financing. 4 . r I A . . - -- - ... September 3, 1989' �aqe 2 If you have any questions, please do not hesitate to call me. Very truly o ors, DAVID LEBOR DL:mbhsC cc: Ceasar Odio,"City Manager Herbert Bailey, Deputy City Manager Mr. William L. Wilson MMBIT 59 Circa Y4nitcd Lift 1AAqW:F-Q'S iiFHN REAL ESTATE DEVELOPMENT MS SEP- t Z PM 0 55 628 WEST RITTENHOUSE STREET 1747 CHURCH STREET NORTHWEST PHILADELPHIA, PENNSYLVANIA 19144 WASHINGTON, D.C. 20036 TELEPHONE (21 S) 843.0999 TELEPHONE (202) 265-2270 September 11, 1989 Mr. Herbert Bailey Assistant City Manager City of Miami City Hall 3500 Pan American Drive Miami, FL 33313 Re: The Odessa" Miami, Florida Dear Mr. Bailey, Attached is a commitment from Marion, Rosa, Woods, Inc./John Hansen Savings Bank FSL to provide the Letter of Credit for the Odessa, CDBG Float Loan. Also enclosed for your information are the most recent financial statements of the Bank. We will submit the signed Let- ter of Credit for signatures by the City of Mialni's designated representatives. We anticipate construction commencing within fifteen days of these documents being signed. Sincerely, William L. ills�o cci mayor Baer L. Suarez Commissioner Miller Dawkins Commissioner J.L. Plummer Commissioner Athalie Range i cI EB o � 1 Y .� ."�.1� i �..� 1 '� . JCS. � ►�,.i � �' Y LJ"l./ IJ J � ..l 1 `� L.- . Stet;` SL:: .`;D AI; E` UE. SUITE 46-S s SILVER SPRING. ,11ARVI AND 20910 • (301) 495.9680 September 11, 1989 LETTER OF GUARANTY CIRCA LIMITED Mr. William L. Wilson 628 W. Rittenhouse Street Philadelphia, PA 19144 Re: Project - Odessa Condominium Dear Mr. Wilson: t I am writing in respect to the subject project Odessa con- dominiums. Your request to this firm for an irrevocable letter of credit to secure City of Miami Block Grant Loan is hereby ap- proved. The letter of credit will be issued by John Hansen Savings Bank FSB. Mr. Wilson, all conditions requested have been met by Circa Limited and its partners. We are awaiting receipt of the performance and payment bonds. We wish you all success on Odessa Condominiums and future .projects. Y rs tru Steven R. ood President i } EMiIBIi 61 BLANK, ROME, COMIEKY & M{�.ci 'Ir, FOUR PENN CE�t` f� J �lf'{'I`"- I4�0 yOp'H PROVIO[NCt ROAD PHILADELPHIA, PENN /Q 03 0 n 1401 rORUM WAY ytOIA. RA 190E3 �JYJ V{.� L i�� V �il� WtSt PALM SCACH, /LORIIOA 33401 t, S-OS1-7900 215-569-SSOO 407-686-6loo TWX 710-670.1073 - SLARCON 210 LA$tt ORIVt CAST T[L[COFICR ZIS^S64•S]fs CWCOR• HILL. N,J0800A DIRE"- ^11A1- NUMBER: 609.775•2600 569-5658 September 19, 1989 FEDERAL EXPRESS Mr. Herbert J. Bailey Assistant City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 ir Re: The Odessa Dear Mr. Bailey: As you know, this Firm represents Circa in connection with its condominium development project ("Project") in Overtown. We were shocked to read the comments concerning. The Odessa attributed to you in yesterday's Miami Herald article captioned "Experimental Open Neighborhood Becoming Reality." We were particularly taken aback because representatives of John Hanson Savings Bank ("Bank") clearly indicated to'you last Friday that they intended to provide the Letters of Credit necessary to secure the City's financing of the Project. Article VI of the Lease clearly states that such financing may be provided by a savings and loan association. Evidence that the Bank meets the capital requirements for issuance of the Letters of Credit under the most recent federal savings and loan regulations has also been supplied to ybu. Our client has been proceeding in good faith and with all deliberate speed to consummate closing of the Project -financing in order to commence construction. Unfortunately, you have not exhibited the same spirit of cooperation during the past three months. By certified letter of June 23, 1989, the City Manager, Cesar H. Odio, sent Circa a notice of default under the lease ("Lease") for the project. In response, I informed Mr. Odio that Circa was not in default under its Lease, that the notice of default letter was invalid and that several of the City's obligations under the Lease remained unsatisfied. Since then, I have made several telephonic and written requests for documentation needed by Circa 40 LA B Y & M CAL I 11,1V .! 1989 ?ace 2 to meet its Lease obligations. Except for a copy of the County correctional Deed given to Circa last Friday, we have not received any response to these requests. Despite this lack of response, our client has proceeded diligently to fulfill its Lease obligations and has successfully obtained the requisite Letters of Credit. We are both surprised and disappointed that you have chosen not to act in accordance with either the letter or the spirit of the Lease. The comments attributed to you in the Miami Herald article raise questions concerning the City's motives and intentions in connection with its obligations thereunder. Accordingly, we must insist that you stop making any further disparaging comments about our client's ability to proceed and complete the Project and from such other action which may impede our client's ability to satisfy their obligations under the Lease. The Lease is legally binding on the City and. Circa intends fully to enforce any and all of its rights thereunder. We would prefer to proceed to close the financing of the Project in the spirit of mutual cooperation, however, and to commence construction in accordance with the commendable redevelopment goals of the City of Miami. Very t urs, AVID L R DL:mbh.L cc: Mayor Xavier L. Suarez Commissioner Miller Dawkins Commissioner Athalie Range Commissioner J.L. Plumber City Manager Cesar Ho Odio Linda Kelly Kearson, Esquire It i 9 T-01 �f63 malIBIT 62 lYJlARIQI VT 9 R0► S 9 Vi6 L 3 I1'�i l.. 8607 SECOND AVENUE, SUITE 405 • SILVER SPRING, MARYLAND 20910 a (301) 495-9639 Q89 SEP 20 "I la 0 Herbert Bailey Assistant City Manager Miami City Hall 3500 Pan America Drive Miami, FL 33312 Dear Mr. Bailey, Enclosed you will find the S & L Information you requested. Sheshnoff Information Services Inc. is the rating corporation that ranks Savings & Loans acroGs the United States. Moodys reports are primarily for bond qualifications. John Hanson Savings & Loans has completed $245,868,084.00 in residential loans through July 89. This amount includes HUD back loans. Also, John Hanson Savingq.& Loans has completed $33,922,213.00 in apartment and condominium loans for this year. You will notice on the portfolio sheet enclosed 9.9 percent with a limit of 30 percent , this represents the percentage of apartment and condominium. Approximately 20.09 percent of the 30 percent for apartment and condominium loans has not been used monies remaining for loan purposes/apartment and condominiums is $257,000,000.00 dollars. Mr. Bailey the regulatory capitol ruling requires 1.5 percent of capitol for a Savings & Loan to qualify under the new regulations. You will notice-o econd page, first coloumn John Hanson has 4.22 percent of capitol assets which qualifies John Hanson to make residental loans. Mr. Bailey please feel free to contact my office if any of the questions concerning the credibility of John Hanson Savings & Loan. We are very anxious to fund the Odessa Project in Miami. And look forward to a long and properous relationship with the city. Sincerely yours, Steven R. Woods, President cc Commissioner Miller Dawkins Linda Kelly-Kearson, Asst City Attorney Mr. William Wilson Ms. Barbara Bryan r E-2,0IBIT 63 _ 8 L A N K, R1:'M E, CO IS KY & McCkUA1dV!?1.'1 FOUR PENN CENTER PLAZA Mo. 1989SEP 29 40CRT1nsROvlocluccROAo IMMILACELPHIA, PENNSYLVANIA 11DIA3 (tj�4�+18 bwAr MMA. ►A 19063 WEST PALM BEACH, •L01N0A 33401 d t f•Sf l •7A00 ii l !!-Qa9• SEC70 407•400.8100 fwX 710-010-1073 • OLAWCOM d•O LAKE ORtVE EAST TELECOAtER 21/•904•83*0 CMCRRT HILL, NJ 0800E 609479.2400 September 25, 1989 Linda Relly.Kearson, Esquire Assistant City Attorney City of Miami 1100 AmeriFirst Building One Southeast Third Avenue Miami, FL 33131 dr Re: Circa/Odessa - County Quitclaim Deed Dear Linda: 01RE.-T DIAL Numsept: 215-569-5658 I have reviewed the copy of the captioned Quitclaim Deed that you gave to Bill Wilson on September 15, 1989. The Deed does not remove the conditions set forth in the earlier conveyance by Dade County to the City of Miami recorded in the Recorder of Deeds office in Deed Book 13689, Page 3731. The so-called Corrective Deed merely quitclaims the property ground leased by you.to the Odessa. It does not revoke the conditions set forth in the earlier County deed. In order for the conditions contained in the earlier Deed to be revoked, a correctional deed must be executed and recorded explicitly revoking the conditions set forth therein. In fact, a new conveyance of the leased parcel is not necessary so long as the document to be•recoreled explicitly revokes the conditions in the earlier deed. ' If you have any questions in this regard, please do not hesitate to call me. Very truly/ %%ours, DAVID DL/bn cc: William L. Wilson Barbara Bryan , erbert J. Bailey /0 1 4 EXHIBIT 64 GiTv INTER -OFFICE mwonANDWA ro Herb Bailey October 11, 1989 Asaistant City Manager UAN I fILE ; �yy euwacT : John Hanson Savings Bank FROM arlo C. Gai is REFERENCES >rinance DireoQor P,NCIQEUM1e� The rating of John Hanson Savings Flank, as it appearod in the Sheshunoff Bank Rating Guidelines as of December, 1988, is as follows I Asset size of $966 million;' suffered a reduction of $12 million during last twelve mont:ha. Their rating is 21 when compared to other savings banka nationwide. This rating in a percentile that runs from 0 to 99; with 99 being the highest. Any percentile below 50 In considered to be "risky". its capital is inadequate, since by regulation its capital reserve should be at least a 5=6 rating,' but the banic has only a 3.97 rating. The bank's liquidity is questionable; since the bank is borrowing funds from other institutions paying 2.3% over what it would pay regular deponita rs. In addition' the bank's financial statement has language in its notes indicating the bank has reached certain agreements with regulatory agencies to improve its operations. The existence of those agreements though does not guarantee that the needed improvements will. materialize. /.mm c: Frank Coataneda aary Houck s 11 REALTOR MIAMI BOARD OF REALTORS@ 2050 CORAL WAY MIAMI, FLORIDA 33145 Phone 305/854-2050 Jex ut yf- .� /.9,c 0 Fax 305/858-3682 ��Q �;;�1 -S 3: 11I; PRESIDENT EDUARDO SAN RO`.1AN. GRI January 4, 1990 FIRST VICE PRESIDENT - MARTA LUIS SECOND VICE PRESIDENT MARIE T GODFREY . Cesar H. Odio, Manager +' (Mr. City of Miami SECRETARY MIGUEL A- DE LA TORRE. GRI P.O. Box 330708 TREASURER Miami, Fi., 33233-0708 EDUARDO A RIVERA EXECUTIVE VICE PRESIDENT pear Mr. Odio: BETTY STRICKLAND BOARD COUNSEL WESLEY F. WHITE At the suggestion of the Mayor's aide, Jeffrey Bartell, i am writing to request an appearance before the City Commission at their February 8th DIRECTORS meeting. RAYMOND G. ASMAR Our topic concerns an anti -graffiti project in the City of Miami. JEROME BAIN BILL BIONDI. CAM CCIM i(sndly have your office notify me of the time we are to be scheduled at JUNE OUNN DAME GAL CCIM my office, 856-5151. i may be accompanied by other representatives of JOHNJ GALLAGHER. StOq the TaskForce Against Graffiti (TAG), particularly Mr. Leon Botkin of the TED KCWALSKI. GRI. CRS.:AS Dade State Attorney's Office. CAROLELEACH LEE SIMON Many thanks for your assistance is this matter. HERBERT JOHN R STEINBAUER SR.. SIOR mcerely, ALVIN WALTZER. CAB ASSOCIATE DIRECTORS / • Jean Simon. Chairman JA STEINBAUER.JR.CHAIRMAN TaskForce Against Graffiti NANCY MOGAN DIANE ISIDRO GRI JS/h REALTOR"— is a registered mark which identities a professional In real estate who subscribes to a strict Code of Ethics as a member of the NATIONAL ASSOCIATION OF REAL T ORS. +� R x. . `