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HomeMy WebLinkAboutLegislation-SUBCity of Miami Department of Community Development Maria T. Ason, Contract Compliance Analyst 305.416.1971 (phone) - 305.416.2090 (fax) mason@ci.miami.fl.us DATE: September 5, 2008 Substitute Item PH 9 for September 11, 2008 City Commission Agenda If you have any questions or requests, please call me at 305-416-1971. Thank you. ACCEPTED / RECEIVED BY: PRINT NAME: DATE: TIME: o CO z SUBMITTED INTO THE PUBLIC RECORD FOR ITEM PIS q ON S. ii -0-c? Og- 009Q7- Lei i S lot 0 - Sue City of Miami Legislation Resolution ZTiJvt H-1 Sefiumbe. II 13,41'A e-d Ci y Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 08-00997 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AT THE REQUEST OF WAGNER SQUARE LLC, AND SUBJECT TO APPROVAL FROM THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT ("HUD"), AUTHORIZING THE CITY MANAGER TO NEGOTIATE, TO AMEND, AND TO EXECUTE, IN LEGAL FORMS AND CORRECTNESS ACCEPTABLE TO THE CITY ATTORNEY, THE LOAN AGREEMENT DATED AS OF MARCH 10, 2005 ("DEVELOPER LOAN AGREEMENT") BETWEEN THE CITY OF MIAMI ("CITY") AND WAGNER SQUARE LLC (THE "DEVELOPER") THE RELATED PROMISSORY NOTE FROM THE DEVELOPER TO THE CITY ("DEVELOPER NOTE"), THE HUD CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER SECTION 108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED, BY AND BETWEEN HUD AND THE CITY, DATED AS OF JUNE 10, 2005 ("SECTION 108 LOAN GUARANTEE CONTRACT"), THE HUD SECTION 108 LOAN GUARANTEE PROGRAM VARIABLE/FIXED RATE NOTE NUMBER B-02-MC-12-0013, IN THE MAXIMUM COMMITMENT AMOUNT OF FOUR MILLION DOLLARS ($4,000,000) BY THE CITY AS BORROWER WITH AFTERWATCH & CO. AS HUD'S REGISTERED HOLDER AND NOMINEE FOR MONEY MARKET OBLIGATIONS TRUST ON BEHALF OF THE GOVERNMENT OBLIGATIONS FUND, DATED AS OF JUNE 10, 2005 ("SECTION 108 LOAN GUARANTEE NOTE"), THE RELATED BROWNFIELD ECONOMIC DEVELOPMENT INITIATIVE ("BEDI") GRANT AGREEMENT FOR ONE MILLION DOLLARS ($1,000,000) BETWEEN HUD AND THE CITY DATED AS OF JUNE 10, 2005 ("BEDI GRANT"), THE COLLATERAL ASSIGNMENT BY CITY TO HUD WITH CONSENT AND ACKNOWLEDGEMENT OF THE DEVELOPER DATED AS OF JUNE 10, 2005 ("HUD COLLATERAL ASSIGNMENT"), THE CUSTODIAL AGREEMENT FOR SECURITY DOCUMENTS BY AND AMONG THE CITY, THE DEVELOPER AND SUNTRUST BANK AS CUSTODIAN DATED AS OF JULY 7, 2005 ("HUD CUSTODIAL AGREEMENT") AND ALL OTHER RELATED DOCUMENTS, INSTRUMENTS, ATTACHMENTS AND EXHIBITS NECESSARY FOR AMENDING THE SECTION 108 LOAN GUARANTEE CONTRACT, SECTION 108 LOAN GUARANTEE NOTE, BEDI GRANT, DEVELOPER LOAN AGREEMENT, DEVELOPER NOTE, HUD COLLATERAL ASSIGNMENT, AND HUD CUSTODIAL AGREEMENT FOR THE COMMERCIAL -COMPONENT OF THE WAGNER SQUARE PROJECT TO BE DEVELOPED ON THE PROPERTY FORMERLY KNOWN AS THE CIVIC CENTER SITE, LOCATED AT 1700 NORTHWEST 14TH AVENUE, MIAMI, FLORIDA ( "PROPERTY"), AND TO EXTEND THE CONSTRUCTION COMMENCEMENT DATE OF THE COMMERCIAL COMPONENT TO COMPLY WITH RELATED HUD, CITY, AND FINANCING REQUIREMENTS; RATIFYING, APPROVING, AND CONFIRMING, NECESSARY PREVIOUS NOTICES AND ACTIONS OF THE CITY MANAGER AND OTHER NECESSARY CITY OFFICIALS REGARDING THE HUD AMENDED COMMITMENT SCHEDULE; AND AUTHORIZING THE CITY MANAGER AND SUCH OTHER NECESSARY CITY OFFICIALS TO AMEND, TO UNDERTAKE, AND TO EXECUTE, SUBJECT TO APPROVAL OF LEGAL FORMS z 0 l-= l-- z w z 0 z 0 a. w z C7 0 ti Lt. 0 u.1 F- z w w VI z ¢ V z z City of Miami c - Suel Page 1 of 4 Printed On: 9/5/2008 File Number: 08-00997 AND CORRECTNESS BY THE CITY ATTORNEY, ANY OTHER NECESSARY FILINGS, NOTICES, INSTRUMENTS, AND DOCUMENTS AS MAY BE FURTHER REQUIRED BY HUD OR THE CITY FOR IMPLEMENTATION OF SAID PURPOSES. WHEREAS, on June 17, 2002, the City of Miami ("City") issued a Request for Letters of Interest for the remediation and development of a property known as the Civic Center Site, located at 1700 Northwest 14th Avenue, Miami, Florida ("Property") to provide for affordable housing units and for activities which will eliminate slum and blight and lead to job creation/retention activities; and WHEREAS, on July 25, 2002, the City Commission adopted Resolution No. 02-895 authorizing, inter alia, the City to enter into negotiations with Wagner Square LLC ("Developer") for the remediation and development of the Property; and WHEREAS, the City and Developer entered in to a Purchase and Sale Agreement , dated May 30, 2003, as amended, pursuant to which the Developer agreed to remediate and to develop the Property in separate residential and commercial phases, and in reliance thereupon, the City Commission by Resolution No. R-03-200 adopted on February 27, 2003, authorized the City to accept a One Million Dollar ($1,000,000) Brownfield Economic Development Initiative ("BEDI") Grant from the U.S. Department of Housing and Urban Development ("HUD") to assist with remediation of the Property and to apply for a Four Million Dollar ($4,000,000) HUD Section 108 loan for the commercial component ("Commercial Component") of the proposed Wagner Square Project; and WHEREAS, on March 10, 2005, the City conveyed to Wagner the Property pursuant to a Purchase and Sale Agreement dated May 30, 2003, as amended ("Agreement"), and the Developer and the City entered into, inter alia, the following agreements, documents, and instruments, also dated as of March 10, 2005, related to the Commercial Component of the Wagner Square Project: a Declaration of Restrictions and Reverter ("Declaration of Restrictions"), a Loan Agreement ("Developer Loan Agreement"), a Promissory Note from the Developer to the City ("Developer Note"), a Mortgage and Security Agreement (Commercial Component and Residential Phase II) with Developer as mortgagor and City as mortgagee ("Commercial Component Mortgage"), an Assignment of Leases, Profits, and Rents (Commercial Component and Residential Phase II) from the Developer to the City (collectively "Developer Assignment"), a Collateral Assignment of Construction Contracts, Architects' Contracts, Permits, Licenses, Warranties, Plans, Drawings, Purchase and Sale Contracts, and Deposits, Etc. (Security Agreement) (collectively the "Developer Collateral Assignment"), a Guarantee of Completion, and an Escrow Agreement with First American Title Insurance Company, all in anticipation of and in connection with funding from HUD for remediation of the Property and for elimination of slum and blight and job creation, retention and training programs to be undertaken by the Developer; and WHEREAS, as of June 10, 2005, HUD and the City entered into the HUD Contract for Loan Guarantee Assistance Under Section 108 of the Housing and Community Development Act of 1974, as amended ("Section 108 Loan Guarantee Contract"), the HUD Section 108 Loan Guarantee Program Variable/Fixed Rate Note Number B-02-MC-12-0013, in the maximum commitment amount of Four Million Dollars ($4,000,000) by the City as borrower with Afterwatch & Co. as HUD's registered holder and nominee for money market obligations trust on behalf of the Government Obligations Fund ("Section 108 Loan Guarantee Note"), the related Brownfield Economic Development Initiative ("BEDI") Grant Agreement ("BEDI Grant"), the Collateral Assignment by the City to HUD with Consent and Acknowledgement of the Developer ("HUD Collateral Assignment"), and as of July 7, 2005, the Custodial Agreernent for Security Documents ("HUD Custodial Agreement") by and among the City, the Developer, and SunTrust Bank as Custodian ("Custodian"); and City of Miami Page 2 of 4 Printed On: 9/5/2008 File Number: 08-00997 WHEREAS, the Developer has completed the remediation of the Property as required by the BEDI Grant and has to begin construction on at least one of the residential phases of the Wagner Square Project before funding for the Commercial Component will be disbursed by the City; and WHEREAS, the Developer has previously requested and the City Commission has previously authorized certain changes in dates and types of residential units of the residential components in order to continue the Wagner Square Project under changed market conditions; and WHEREAS, also due to changed market conditions, the Developer is now requesting for HUD and the City to make certain amendments and changes in order (1) to change the funding disbursement schedule and the repayment amortization schedule under the Developer Loan Agreement, the Developer Note, the Section 108 Loan Guarantee Contract, and the Section 108 Loan Guarantee Note, (2) to make the final disbursement under the BEDI Grant, and (2) to make any related necessary changes to the HUD Collateral Assignment, the HUD Custodial Agreement, and any of the other related agreements, documents, and instruments that may require amendment; and WHEREAS, due to HUD requirements, the Developer, the City and HUD will need to complete such amendments and changes by September 15, 2008 in order for the HUD funding under the Section 108 Loan Guarantee Contract to be disbursed by HUD to the City, held by the Custodian for future disbursements to the Developer under the HUD Collateral Assignment and the HUD Custodial Agreement, and to continue the HUD funding for the Wagner Square Project; and WHEREAS, due to impending potential hurricanes and the timing of city and federal processes, HUD requested and the City Manager and other necessary City officials have previously signed and sent to HUD the necessary Amended Commitment Schedule in order for HUD to begin the processes for the City to receive the HUD funding on or before September 15, 2008; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORI DA: Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. Subject to approval from HUD, the City Manager is authorized{1 } to negotiate, to amend, and to execute, in legal forms and correctness acceptable to the City Attorney, the Developer Loan Agreement, the Developer Note, the Section 108 Loan Guarantee Contract, the Section 108 Loan Guarantee Note in the maximum commitment amount of Four Million Dollars ($4,000,000), the related BEDI Grant for One Million Dollars ($1,000,000), the HUD Collateral Assignment, the HUD Custodial Agreement, and all other related documents, instruments, attachments, and exhibits necessary for the Commercial Component of the Wagner Square Project on the Property and to extend the construction commencement date of the Commercial Component to comply with related HUD, City and financing requirements. Section 3. The necessary previous notices and actions of the City Manager and other necessary City officials regarding the HUD Amended Commitment Schedule are ratified, approved and confirmed. Section 4. The City Manager and such other necessary City officials are authorized{1} to City of Miami Page 3 of 4 Printed On: 9/5/2008 File Number: 08-00997 amend, to undertake, and to execute, subject to approval of legal forms and correctness by the City Attorney, any other necessary filings, notices, instruments, and documents as may be further required by HUD or the City for implementation of said purposes. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU CITY ATTORNEY Footnotes: {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 (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 4 of 4 Printed On: 9/5/2008 SUBSTITUTED City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File umber: 08-00997 Final Action Date: AR THE FROM DEVELO TO AMEND, ACCEPTABL OF MARCH 10, OF MIAMI ("CITY' RELATED PROMIS ("DEVELOPER NOT ASSISTANCE UNDER DEVELOPMENT ACT 0 THE CITY, DATED AS OF CONTRACT"), THE HUD SE VARIABLE/FIXED RATE NOT COMMITMENT AMOUNT OF FO CITY AS BORROWER WITH AFT HOLDER AND NOMINEE FOR MON BEHALF OF THE GOVERNMENT OBL 2005 ("SECTION 108 LOAN GUARANTE ECONOMIC DEVELOPMENT INITIATIVE ONE MILLION DOLLARS ($1,000,000) BET AS OF JUNE 10, 2005 ("BEDI GRANT"), THE CITY TO HUD WITH CONSENT AND ACKNOWL DEVELOPER DATED AS OF JUNE 10, 2005 ("HLI ASSIGNMENT"), THE CUSTODIAL AGREEMENT F BY AND AMONG THE CITY, THE DEVELOPER AND CUSTODIAN DATED AS OF JULY 7, 2005 ("HUD CUST AND ALL OTHER RELATED DOCUMENTS, INSTRUMEN AND EXHIBITS NECESSARY FOR AMENDING THE SECTI GUARANTEE CONTRACT, SECTION 108 LOAN GUARANTE GRANT, DEVELOPER LOAN AGREEMENT, DEVELOPER NOT COLLATERAL ASSIGNMENT, AND HUD CUSTODIAL AGREEME COMMERCIAL -COMPONENT OF THE WAGNER SQUARE PROJE DEVELOPED ON THE PROPERTY FORMERLY KNOWN AS THE CI SITE, LOCATED AT 1700 NORTHWEST 14TH AVENUE, MIAMI, FLORI ►` "PROPERTY"), AND TO EXTEND THE CONSTRUCTION COMMENCEM T DATE OF THE COMMERCIAL COMPONENT TO COMPLY WITH RELATED UD, CITY, AND FINANCING REQUIREMENTS; AND AUTHORIZING THE CITY MANAGER AND SUCH OTHER NECESSARY CITY OFFICIALS TO AMEND, T UNDERTAKE, AND TO EXECUTE, SUBJECT TO APPROVAL OF LEGAL FORMS AND CORRECTNESS BY THE CITY ATTORNEY, ANY OTHER NECESSARY FILINGS, NOTICES, INSTRUMENTS, AND DOCUMENTS AS MAY BE FURTHER REQUIRED BY HUD OR THE CITY FOR IMPLEMENTATION OF SAID OLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AT QUEST OF WAGNER SQUARE LLC, AND SUBJECT TO APPROVAL E UNITED STATES DEPARTMENT OF HOUSING AND URBAN ENT ("HUD"), AUTHORIZING THE CITY MANAGER TO NEGOTIATE, ND TO EXECUTE, IN LEGAL FORMS AND CORRECTNESS TO THE CITY ATTORNEY, THE LOAN AGREEMENT DATED AS 005 ("DEVELOPER LOAN AGREEMENT") BETWEEN THE CITY AND WAGNER SQUARE LLC (THE "DEVELOPER") THE ORY NOTE FROM THE DEVELOPER TO THE CITY THE HUD CONTRACT FOR LOAN GUARANTEE CTION 108 OF THE HOUSING AND COMMUNITY 974, AS AMENDED, BY AND BETWEEN HUD AND NE 10, 2005 ("SECTION 108 LOAN GUARANTEE ION 108 LOAN GUARANTEE PROGRAM UMBER B-02-MC-12-0013, IN THE MAXIMUM MILLION DOLLARS ($4,000,000) BY THE WATCH & CO. AS HUD'S REGISTERED MARKET OBLIGATIONS TRUST ON ATIONS FUND, DATED AS OF JUNE 10, NOTE"), THE RELATED BROWNFIELD EDI") GRANT AGREEMENT FOR EN HUD AND THE CITY DATED LLATERAL ASSIGNMENT BY DGEMENT OF THE COLLATERAL SECURITY DOCUMENTS INTRUST BANK AS IAL AGREEMENT") , ATTACHMENTS 108 LOAN NOTE, BEDI HUD T FOR THE TO BE CENTER City of Miami Page 1 of 4 Printed On: 9/2/2008 SUBSTITUTED File Number: 08-00997 PURPOSES. W REAS, on June 17, 2002, the City of Miami ("City") issued a Request for Letters of Interest for the reme.•iation and development of a property known as the Civic Center Site, located at 1700 Northwest 4th Avenue, Miami, Florida ("Property") to provide for affordable housing units and for activities whi will eliminate slum and blight and lead to job creation/retention activities; and WHEREAS, • July 25, 2002, the City Commission adopted Resolution No. 02-895 authorizing, inter alia, the City • enter into negotiations with Wagner Square LLC ("Developer") for the remediation and de : lopment of the Property; and WHEREAS, the City -nd Developer entered in to a Purchase and Sale Agreement , dated May 30, 2003, as amended, pursu t to which the Developer agreed to remediate and to develop the Property in separate residential and •mmercial phases, and in reliance thereupon, the City Commission by Resolution No. R-03-200 adoed on February 27, 2003, authorized the City to accept a One Million Dollar ($1,000,000) Brownfield :conomic Development Initiative ("BEDI") Grant from the U.S. Department of Housing and Urba Development ("HUD") to assist with remediation of the Property and to apply for a Four Million Dolla ($4,000,000) HUD Section 108 loan for the commercial component ("Commercial Compone.n " of the proposed Wagner Square Project; and WHE-REAS,-on March 10, 2005, the ty conveyed to Wagner the Property pursuant to a Purchase and Sale Agreement dated May 30, 2003, - amended ("Agreement"), and the Developer and the City entered into, inter alia,- the following agreem= ts, documents, and instruments, also dated as of March 10, 2005, related to the Commercial Compon t of the Wagner Square Project: a Declaration of Restrictions and Reverter ("Declaration of Restri. ions"), a Loan Agreement ("Developer Loan Agreement"), a Promissory Note from the Develop: r to the City ("Developer Note"), a Mortgage and Security Agreement (Commercial Component and R: sidential Phase II) with Developer as mortgagor and City as mortgagee ("Commercial Component Mo +age"), an Assignment of Leases, Profits, and Rents (Commercial Component and Residential Phase from the Developer to the City (collectively "Developer Assignment"), a Collateral Assignment of Con ruction Contracts, Architects' Contracts, Permits, Licenses, Warranties, Plans, Drawings, Purchase - d Sale Contracts, and Deposits, Etc. (Security Agreement) (collectively the "Developer -CollaterarA ignment"), a Guarantee of Completion, and an Escrow Agreement with First American Title Insurance 6 •mpany, all in anticipation of and in connection with funding from HUD for remediation of the Propert nd for elimination of slum and blight and job creation, retention and training programs to be unde : ken by the Developer; and WHEREAS, as of June 10, 2005, HUD and the City entered into th- HUD Contract for Loan Guarantee Assistance Under Section 108 of the Housing and Communit Development Act of 1974, as amended ("Section 108 Loan Guarantee Contract"), the HLID Section 1 c8 Loan Guarantee Program Variable/Fixed Rate Note Number B-02-MC-12-0013, in the maxim commitment amount of Four Million Dollars ($4,000,000) by the City as borrower with Afterwatch & ' o. as HUD's registered holder and nominee for money market obligations trust on behalf of the Govern -nt Obligations Fund ("Section 108 Loan Guarantee Note"), the related Brownfield Economic Developm- t Initiative ("BEDI") Grant Agreement ("BEDI Grant"), the Collateral Assignment by the City to ' UD with Consent and Acknowledgement of the Developer ("HUD Collateral Assignment"), and as of Jul 7, 2005, the Custodial Agreement for Security Documents ("HUD Custodial Agreement") by and am• g the City, the Developer, and SunTrust Bank as Custodian ("Custodian"); and WHEREAS, the Developer has completed the remediation of the Property as required by e BEDI Grant and has to begin construction on at least one of the residential phases of the Wagner Sq • are City of Miami Page 2 of 4 Printed On: 9/2/2 SUBSTITUTED File Number. 08-00997 oject before funding for the Commercial Component will be disbursed by the City; and HEREAS, the Developer has previously requested and the City Commission has previously autho ed certain changes in dates and types of residential units of the residential components in order to ontinue the Wagner Square Project under changed market conditions; and WHER the City to m schedule and th Developer Note, t Note, (2) to make t changes to the HUD related agreements, do S, also due to changed market conditions, the Developer is now requesting for HUD and e certain amendments and changes in order (1) to change the funding disbursement repayment amortization schedule under the Developer Loan Agreement, the e Section 108 Loan Guarantee Contract, and the Section 108 Loan Guarantee final disbursement under the BEDI Grant, and (2) to make any related necessary ollateral Assignment, the HUD Custodial Agreement, and any of the other uments, and instruments that may require amendment; and WHEREAS, due to HU ' requirements, the Developer, the City and HUD will need to complete such amendments and chan. -s by September 15, 2008 in order for the HUD funding under the Section 108 Loan Guarantee ••ntract to be disbursed by HUD to the City, held by the Custodian for future disbursements to the Dev_ oper under the HUD Collateral Assignment and the HUD Custodial Agreement, and to continue the H D funding for the Wagner Square Project; NOW, THEREFORE, BE IT RES. VED BY THE COMMISSION OF THE CITY OF MIAMI, FLORI DA: Section 1. The recitals and findings con..ined in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth 'n this Section. Section 2. Subject to approval from HUD, the ity Manager is authorized(1) to negotiate, to amend, and to execute, in legal forms and correctn: ss acceptable to the City Attorney, the Developer Loan Agreement, the Developer Note, the Section 1 I; Loan Guarantee Contract, the Section 108 Loan Guarantee Note in the maximum commitment a •unt of Four Million Dollars ($4,000,000), the related BEDI Grant for One Million Dollars ($1,000,000), e HUD Collateral Assignment, the HUD Custodial Agreement, and all other related documents, ins uments, attachments, and exhibits necessary for the Commercial Component of the Wagner uare Project on the Property and to extend the construction commencement date of the Commerc =I Component to comply with related HUD, City and financing requirements. Section 3. The City Manager and such other necessary City offiials are authorized{1) to amend, to undertake, and to execute, subject to approval of legal forms and •..rrectness by the City Attomey, any other necessary filings, notices, instruments, and documents as m- be further required by HUD or the City for implementation of said purposes. Section 4. This Resolution shall become effective immediately upon its a,•option and signature of the Mayor.{2) APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU CITY ATTORNEY City of Miami Page 3 of 4 Printed On: 9/2 '08 SUBSTITUTED File Number: 08-00997 Footnotes: { The herein authorization is further subject to compliance with all requirements that may be imposed by .e City Attorney, including but not limited to those prescribed by applicable City Charter and Code prow ons. {2} If the ayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from 'e date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective im -diately upon override of the veto by the City Commission. City of Miami Page 4 of 4 Printed On: ` • 2008