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Home My WebLink AboutR-08-0499City of Miami Legislation Resolution: R-08-0499 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 08-00997 Final Action Date: 9/11/2008 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 City of Miami Page 1 of 4 File Id: 08-00997 (Version: 2) Printed On: 5/12/2017 File Number: 08-00997 Enactment Number: R-08-0499 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. 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"), City of Miami Page 2 of 4 File Id: 08-00997 (Version: 2) Printed On: 5/12/2017 File Number: 08-00997 Enactment Number: R-08-0499 and as of July 7, 2005, the Custodial Agreement for Security Documents ("HUD Custodial Agreement") by and among the City, the Developer, and SunTrust Bank as Custodian ("Custodian"); and 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, FLORIDA: 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 of Miami Page 3 of 4 File Id: 08-00997 (Version: 2) Printed On: 5/12/2017 File Number: 08-00997 Enactment Number: R-08-0499 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 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} 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 File Id: 08-00997 (Version: 2) Printed On: 5/12/2017