HomeMy WebLinkAboutComposite Exhibit AOMNI Board of Commissioners Meeting
June 21, 2017
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT AGENCY
INTER -OFFICE MEMORANDUM
To: Board Chair Ken Russell Date: June 15, 2017
and Members of the CRA Board
From:
2499
Subject: Omni CRA Series 2017 Loan
Enclosures: 2499 Exhibit A
Executive Director 2499 Loan Letter of Interest
BACKGROUND:
The attached Resolution of the Board of the Commissioners of the Omni
Redevelopment District Community Redevelopment Agency ("CRA") authorizes the
Executive Director to enter into a loan agreement with Bank United for the provision of
Twenty Five Million Dollars ($25,000,000.00) of funding to OMNI CRA for Omni CRA
projects. It authorizes the Executive Director to execute a loan agreement for additional
funding for the Omni CRA's various projects as approved by the Board.
Based on previous discussions and Resolutions that were passed by the Board, the
CRA has prioritized the need for affordable housing along with other long term CRA
goals of affordable and workforce housing, real property acquisition and capital
improvements within the area.
Through Resolution No. CRA-R-16-0040, the Board has prioritized the need for
affordable housing. The 2009 Omni Redevelopment Plan ("Plan") on p. 123 also shows
this initiative by highlighting the need for affordable and workforce housing.
Through Resolution No. CRA-R-17-0020, the CRA authorized the purchase of an
historic building located at 1367 North Miami Avenue, Miami, Florida, 33136. There are
capital costs that will need to be expended in relation to the purchase and rehabilitation
of the building that is strategically located at the major intersection of N.E. 14th Street
and North Miami Avenue in the Redevelopment Area. The Plan on p. 42 C-4 states to
"Encourage[s] preservation and restoration of historic buildings" as a goal of the CRA.
Additionally, on p. 100, the Plan also highlights the CRA's focus on the rehabilitation of
this building.
Section 163.370 of the Florida Statutes gives the CRA authority to "make real property
acquisitions" to further the initiative of the CRA.
JUSTIFICATION:
We are requesting approval to enter into a loan or similar financing mechanism (taxable
or tax exempt as appropriate) in an amount not to exceed Twenty Five Million
($25,000,000.00) to fund affordable housing, real property acquisition, and capital
improvements in the Redevelopment Area.
City of Miami
Legislation
OMNI CRA Resolution
OMNI CRA
1401 N. Miami Avenue
Miami, FL 33136
www.miamicra.com
File Number: 2499 Final Action Date:
A RESOLUTION OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY
REDEVELOPMENT AGENCY, WITH ATTACHMENT(S), APPROVING THE TERM
SHEET FROM BANKUNITED, N.A. TO PURCHASE THE AGENCY'S NOT
EXCEEDING $25,000,000 PRINCIPAL AMOUNT TAX INCREMENT REVENUE
NOTES, SERIES 2017 THE PROCEEDS OF WHICH WILL BE APPLIED TO FINANCE
A PORTION OF THE COSTS OF THE AGENCY'S REDEVELOPMENT PLAN;
AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH
SAID BANK PURSUANT TO WHICH THE AGENCY WILL ISSUE ITS 2017 NOTES OR
NOTES TO SECURE THE REPAYMENT OF SAID LOAN; PROVIDING FOR THE
PAYMENT OF SUCH 2017 NOTES OR NOTES FROM INCREMENT REVENUES AND
OTHER PLEDGED AMOUNTS ALL AS PROVIDED IN THE LOAN AGREEMENT;
AUTHORIZING THE PROPER OFFICIALS OF THE AGENCY TO DO ANY OTHER
ADDITIONAL THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION
WITH THE EXECUTION OF THE LOAN AGREEMENT, THE 2017 NOTES OR
NOTES, AND THE SECURITY THEREFOR; AUTHORIZING THE EXECUTION AND
DELIVERY OF OTHER DOCUMENTS IN CONNECTION WITH SAID LOAN;
PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI
REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF MIAMI, FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted
pursuant to the provisions of Chapter 163, Part III, Florida Statutes (the "Act"), the
Florida Constitution and other applicable provisions of law.
SECTION 2. FINDINGS. It is hereby ascertained, determined and declared:
(A) Omni Redevelopment District Community Redevelopment Agency (the
"Agency"), deems it necessary, desirable and in the best interests of the Agency and
the City of Miami, Florida (the "City") and the property owners, residents and tenants
thereof that the Agency issue its Tax Increment Revenue Notes, Series 2017 (the "2017
Notes") to finance a portion of the costs of the Agency's 2009 Amended Omni Area
Community Redevelopment Plan, including support of affordable housing, acquisition of
real estate and other capital projects (the "2017 Project").
(B) The Agency staff in consultation with PFM Financial Advisors, LLC ("PFM")
the Agency's financial advisor has reviewed the proposal of BankUnited, N.A. (the
"Lender") regarding a loan in an amount of not to exceed $25,000,000 (the "Loan"), the
proceeds of which will be applied to pay the costs of the 2017 Project and to pay costs
of issuing the 2017 Notes.
(C) The Loan will be secured by the Increment Revenues and other pledged
amounts as provided in the Loan Agreement authorized herein pursuant to which the
Agency will issue the 2017 Notes to secure the repayment of the Loan.
(D) The Agency has determined that due to the present volatility of the market for
municipal debt, it is in the best interest of the Agency to issue the 2017 Notes pursuant
to the Loan Agreement by negotiated sale, allowing the Agency to issue the 2017 Notes
at the most advantageous time, rather than a specified advertised future date, thereby
allowing the Agency to obtain the best possible price, interest rate and other terms for
the 2017 Notes and, accordingly, the Commissioners of the Agency hereby find and
determine that it is in the best financial interest of the Agency that a negotiated private
placement of the 2017 Notes to the Lender be authorized.
SECTION 3. AUTHORIZATION OF ISSUANCE OF 2017 NOTES AND 2017
PROJECT. The Agency hereby authorizes the issuance of the 2017 Notes in a
principal amount not to exceed $25,000,000 to finance the cost of the 2017 Project and
pay costs of issuing the 2017 Notes as more particularly described in the Loan
Agreement. The 2017 Notes are authorized to be issued as one tax-exempt note and
one taxable note, as necessary to comply with the requirements of the Internal Revenue
Code relating to state and local government bonds the interest on which is excluded
from gross income for federal income tax purposes, provided that the aggregate amount
shall not exceed $25,000,000.
SECTION 4. APPROVAL OF TERM SHEET. The Agency hereby approves the
term sheet of the Lender
SECTION 5. APPROVAL OF FORM OF AND AUTHORIZATION OF LOAN
AGREEMENT AND 2017 NOTES. The Loan and the repayment of the Loan as
evidenced by the 2017 Notes shall be pursuant to the terms and provisions of a Loan
Agreement between the Agency and the Lender (the "Loan Agreement") and the 2017
Notes. The Agency hereby approves the Loan Agreement in a form acceptable to the
City Attorney a draft of which is hereto included as Exhibit A and authorizes the
Executive Director of the Agency and the Clerk of the Agency or other appropriate
officer or any deputy or Assistant Clerk of the Agency (collectively, the "Clerk") to
execute and deliver on behalf of the Agency the Loan Agreement by and between the
Agency and the Lender in a form acceptable to the City Attorney in the form attached
hereto as Exhibit A and the 2017 Notes in a form acceptable to the City Attorney
attached to the Loan Agreement, with such changes insertions and additions as they
may approve, their execution thereof being evidence of such approval.
SECTION 6. PAYMENT OF DEBT SERVICE ON 2017 NOTES. Pursuant to the
Loan Agreement, the 2017 Notes will be secured by Increment Revenues and other
pledged amounts, all as more particularly described in the Loan Agreement.
SECTION 7. AUTHORIZATION OF OTHER DOCUMENTS TO EFFECT
TRANSACTION. To the extent that other documents, certificates or opinions are
needed to effect any of the transactions referenced in this Resolution, the Loan
Agreement or the 2017 Notes, and the security therefore, the Executive Director, any
other Agency officers, Agency General Counsel and Bond Counsel are hereby
authorized to execute and deliver such documents, certificates, opinions, or other items
and to take such other actions as are necessary for the full, punctual, and complete
performance of the covenants, agreements, provisions, and other terms as are
contained herein and in the documents included herein by reference.
SECTION 8. PAYING AGENT AND REGISTRAR. The Agency hereby accepts
the duties to serve as registrar and paying agent for the 2017 Notes.
SECTION 9. LIMITED OBLIGATION. The obligations of the Agency to repay
amounts under the Loan Agreement and the 2017 Notes are limited and special
obligations, payable from and secured solely by the sources and in the manner set forth
in the Loan Agreement and shall not be deemed a pledge of the faith and credit of the
Agency or of the City.
SECTION 10. EFFECT OF PARTIAL INVALIDITY. If any one or more provisions
of this Resolution, the Loan Agreement, or the 2017 Notes shall for any reason be held
to be illegal or invalid, such illegality or invalidity shall not affect any other provision of
this Resolution, the 2017 Notes or the Loan Agreement, but this Resolution, the Loan
Agreement, and the 2017 Notes shall be construed and enforced as if such illegal or
invalid provision had not been contained therein. The 2017 Notes shall be issued and
Loan Agreement shall be executed and this Resolution is adopted with the intent that
the laws of the State of Florida shall govern their construction.
SECTION 11. EFFECTIVE DATE. This Resolution shall take effect immediately
upon its adoption.
IN WITNESS WHEREOF, this Resolution has been duly adopted this _ day of
2017.
ATTEST:
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT
AGENCY
By By:
Secretary Executive Director
(CITY SEAL)
APPROVED AS TO FORM
AND CORRECTNESS
Agency Counsel
APPROVED AS TO FORM AND CORRECTNESS:
VICTORIA MENDEZ, GENERAL COUNSEL