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Resolution: R-09-0106
File Number: 09-00184
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
Final Action Date: 3/12/2009
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
ALLOWING THE CONVEYANCE OF TRACTS AAND C, AS LEGALLY DESCRIBED
IN EXHIBIT "A", ATTACHED AND INCORPORATED, FROM MADISON HOUSING II,
LTD. TO MADISON HOUSING, LTD., A FLORIDA LIMITED PARTNERSHIP
("MADISON"), FOR THE DEVELOPMENT OF AN AFFORDABLE RENTAL HOUSING
PROJECT FOR LOW INCOME HOUSEHOLDS (THE "PROJECT"), SUBJECT TO:
(1) ALL RESTRICTIONS AND CONDITIONS STATED IN THE DEED OF
CONVEYANCE FROM THE CITY OF MIAMI ("CITY") TO MADISON HOUSING II,
LTD., DATED AS OF AUGUST 20, 2008, AND (2) MADISON'S ASSUMPTION OF
ALL OBLIGATIONS OF MADISON HOUSING II, LTD. UNDER THE PROPERTY
CONVEYANCE DOCUMENTS, INCLUDING, BUT NOT LIMITED TO, THE
ASSUMPTION AGREEMENT BY AND BETWEEN MADISON HOUSING II, LTD. AND
THE CITY, AND THE NOTE AND MORTGAGE MODIFICATION AGREEMENT BY
AND BETWEEN MADISON, MADISON HOUSING II, LTD. AND THE CITY, BOTH
DATED AS OF AUGUST 20, 2008 (THE "CONVEYANCE DOCUMENTS"); IN THE
EVENT THAT THE DEVELOPER DETERMINES THAT TRACT A IS NOT NEEDED
FOR THE DEVELOPMENT OF THE PROJECT, AUTHORIZING THE CONVEYANCE
OF TRACT FROM MADISON HOUSING II, LTD. TO THE CITY, CONCURRENT
WITH THE CONVEYANCE OF TRACT C TO MADISON AND SUBJECT TO
PARAGRAPH 4 OF THE AUGUST 20, 2008 CORRESPONDENCE FROM THE CITY
MANAGER, ATTACHED AS EXHIBIT "1" AND INCORPORATED; AUTHORIZING (A)
THE EXTENSION OF THE PROJECT CONSTRUCTION COMMENCEMENT
DEADLINE FROM AUGUST 20, 2009 TO DECEMBER 31, 2009 AND EXTENSION
OF THE PROJECT CONSTRUCTION COMPLETION DEADLINE TO
TWENTY-FOUR (24) MONTHS FROM THE EFFECTIVE DATE OF LOAN
DOCUMENTS AND/ OR LOAN MODIFICATION DOCUMENTS TO BE EXECUTED
BETWEEN THE DEVELOPER AND THE CITY, AND (B) THE MODIFICATION OF
THE PROJECT FROM 115 AFFORDABLE RENTAL UNITS TO 120 AFFORDABLE
RENTAL UNITS; GRANTING THE DEVELOPER AN OPTION TO TERMINATE THE
CONVEYANCE DOCUMENTS AND RE -CONVEY TRACTS A, B, C AND D TO THE
CITY ON OR BEFORE JUNE 30, 2009, SUBJECT TO THE CONDITIONS TO THE
RE -CONVEYANCE OF THE PROPERTY AND THE TERMINATION OF THE
CONVEYANCE DOCUMENTS STATED IN PARAGRAPHS 3 AND 4 OF EXHIBIT "1",
ATTACHED AND INCORPORATED; FURTHER AUTHORIZING THE CITY
MANAGER TO EXECUTE THE NECESSARY DOCUMENTS FOR SAID PURPOSE;
REQUIRING THAT DOCUMENTATION EFFECTUATING MATTERS ALLOWED AND
AUTHORIZED BY THIS RESOLUTION BE IN A FORM ACCEPTABLE TO THE CITY
ATTORNEY.
WHEREAS, pursuant to Resolution No. 07-0173, adopted on March 22, 2007, the Miami City
Commission authorized the conveyance of certain parcels of land, Tracts B and D, legally described
in Exhibit "A", attached and incorporated, to Madison Housing, Ltd. ("Madison") for the development
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File Number: 09-00184 Enactment Number: R-09-0106
of at least 75 affordable rental and/or homeownership units; and
WHEREAS, pursuant to Resolution No. 07-0174, adopted on March 22, 2007, the Miami City
Commission authorized the conveyance of certain parcels of land, Tracts A and C, legally described in
Exhibit "A", attached and incorporated, to Madison Housing II, Ltd. for the development of 40
affordable rental and/or homeownership units; and
WHEREAS, it was intended that Tracts A, B, C and D (collectively, the "Property") be
developed together as one affordable housing project (the "Project"); and
WHEREAS, the Purchase and Sale Agreements between the City of Miami ("City") and
Madison and the City and Madison Housing II, Ltd., dated April 6, 2007, required the conveyance of
the Property to the developer by December 29, 2008; and
WHEREAS, on August 20, 2008, the Property was conveyed to the developer in order to
facilitate the developer's timely financing application with Miami -Dade County; and
WHEREAS, the developer has informed the City that the development of the Project would be
best served if the ownership of the Property is held by one entity; and
WHEREAS, the developer has agreed that Madison will assume all obligations of Madison
Housing II, Ltd. under the Property Conveyance Documents, including the Assumption Agreement by
and between Madison Housing II, Ltd. and the City, and under the Note and Mortgage Modification
Agreement by and between Madison, Madison Housing II, Ltd. and the City, both dated as of August
20, 2008; and
WHEREAS, in the event that Tract A is not needed for construction of the Project, the developer
has agreed to convey it back to the City at the time Madison Housing II, Ltd. conveys Tract C to
Madison; and
WHEREAS, the Administration recommends allowing the conveyance of Tracts A and C, as
legally described in Exhibit "A", attached and incorporated, from Madison Housing II, Ltd. to Madison,
for the development of an affordable rental housing project for Low Income households, subject to:
(1) all restrictions and conditions stated in the deed of conveyance from the City to Madison Housing
II, Ltd., dated as of August 20, 2008, and (2) Madison's assumption of all obligations of Madison
Housing II, Ltd. under the Property Conveyance Documents, including, but not limited to, the
Assumption Agreement by and between Madison Housing II, Ltd. and the City, and the Note and
Mortgage Modification Agreement by and between Madison, Madison Housing II, Ltd. and the City,
both dated as of August 20, 2008 (the "Conveyance Documents"); and
WHEREAS, the Administration recommends the following: (a) in the event that the developer
determines that Tract A is not needed for the development of the Project, authorizing the conveyance
of Tract A from Madison Housing II, Ltd. to the City, concurrent with the conveyance of Tract C to
Madison and subject to paragraph 4 of the August 20, 2008 correspondence from the City Manager,
attached as Exhibit "1" and incorporated; (b) the extension of the Project construction
commencement deadline from August 20, 2009 to December 31, 2009 and extension of the Project
construction completion deadline to twenty-four (24) months from the effective date of loan
documents and/or loan modification documents to be executed between the developer and the City,
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and (c) the modification of the Project from 115 affordable rental units to 120 affordable rental
units;and
WHEREAS, the Administration recommends granting an option to the developer to terminate
the Conveyance Documents and re -convey Tracts A, B, C and D to the City on or before June 30,
2009, subject to the conditions to the re -conveyance of the Property and the termination of the
Conveyance Documents stated in paragraphs 3 and 4 of Exhibit "'I", attached and incorporated;
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 adopted
by reference and incorporated as if fully set forth in this Section.
Section 2. The conveyance of Tracts A and C, as legally described in Exhibit "A", attached and
incorporated, from Madison Housing II, Ltd. to Madison, for the development of an affordable rental
housing project for Low Income households, subject to: (1) all restrictions and conditions stated in
the deed of conveyance from the City to Madison Housing II, Ltd., dated as of August 20, 2008, and
(2) Madison's assumption of all obligations of Madison Housing II, Ltd. under the Property
Conveyance Documents, including, but not limited to, the Assumption Agreement by and between
Madison Housing II, Ltd. and the City, and the Note and Mortgage Modification Agreement by and
between Madison, Madison Housing II, Ltd. and the City, both dated as of August 20, 2008, is
allowed.
Section 3. The following are authorized: (a) in the event that the developer determines that
Tract A is not needed for the development of the Project, the conveyance of Tract A from Madison
Housing II, Ltd. to the City, concurrent with the conveyance of Tract C to Madison and subject to
paragraph 4 of the August 20, 2008 correspondence from the City Manager, attached as Exhibit "1"
and incorporated; (b) the extension of the Project construction commencement deadline from August
20, 2009 to December 31, 2009 and extension of the Project construction completion deadline to
twenty-four (24) months from the effective date of loan documents and/or loan modification
documents to be executed between the developer and the City, and (c) the modification of the Project
from 115 affordable rental units to 120 affordable rental units.
Section 4. The developer is granted an option to terminate the Conveyance Documents and
re -convey Tracts A, B, C and D to the City on or before June 30, 2009, subject to the conditions to the
re -conveyance of the Property and the termination of the Conveyance Documents stated in
paragraphs 3 and 4 of Exhibit "'I", attached and incorporated.
Section 5. The City Manager is authorized {1 } to execute all necessary document(s) for said
purpose.
Section 6. Documentation effectuating matters allowed and approved by this Resolution shall
be in a form acceptable to the City Attorney.
Section 7. This Resolution shall become effective immediately upon its adoption and signature
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File Number: 09-00184
of the Mayor.{2}
Footnotes:
Enactment Number: R-09-0106
{1} The herein authorization is further subject to compliance with all requirements that may be
imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter
and Code provisions.
{2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar
days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall beco
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