Res No 227-13-14045RESOLUTION NO. 227 -13 -14045
A Resolution approving the adequate assurances required by Resolution No. 219-
13 -14037 which authorizing the South Miami Community Redevelopment
Agency ( "SMCRA ") to convey property owned by the SMCRA to a private
developer known as Strategic Green Mills Investments LLC for a purchase price
that is less than the fair market value of the property in order to develop the
Madison Square Property and to construct mixed -use affordable housing and
commercial units on the property.
WHEREAS, the South Miami Community Redevelopment Agency ( "SMCRA ") adopted a
redevelopment plan that identified the Madison Square Project as its cornerstone redevelopment
project and as a means of providing a development anchor at this vital historic location; and
WHEREAS, the redevelopment plan directs the Agency to obtain land -use and zoning
amendments required to implement the project; and
WHEREAS, the SMCRA selected Strategic Green Mills Investments LLC, from a number of
firms that responded to the SMCRA's solicitation for qualified affordable housing developers; and
WHEREAS, the SMCRA has approved the purchase and sale agreement for the sale of the
property to Strategic Green Mills Investments LLC for less than the fair market value of the
property; and
WHEREAS, Strategic Green Mills Investments LLC has agreed to a land use restrictive
agreement ( "LURA ") which is a covenant running with the land and binding all owners of the
property to the construction and operation of a mixed use affordable residential and commercial
project in which 90% of the residential units shall be set aside and rented to families whose annual
household earnings are at or less than 60% of the Area Median Income as established by United
States Department of Housing and Urban Development ( "HUD ") for Miami -Dade County and as
adjusted for the size of the tenant's family (hereinafter referred to as "AMI "), and 10% of the
residential units shall be rented to families whose annual household earnings are at or less than 33 %
of the AMI as set forth in the LURA.; and
WHEREAS, on October 1, 2013, the Mayor and City Commission for the City of South
Miami adopted Resolution No. 219 -13 -14037 which approved the sale provided there are sufficient
guarantees to show to the satisfaction of the City or South Miami Community Redevelopment
Agency that Strategic Green Mills Investments LLC has adequate resources to make the project
come to fruition.
WHEREAS, the City's affordable housing expert, Orlando Cabrera, Esq., expressed the
opinion that the naming of the South Miami CRA or its affiliate as a .01 % limited partner or limited
liability company member, as may be applicable, with the right to purchase defaulted construction
debt from the lender should protect the City from the outcome it most seeks to assure - that the land
and units will be, to the maximum extent possible, affordable units serving low income residents;
and
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION
FOR THE CITY OF SOUTH MIAMI, FLORIDA THAT:
Section 1. The recitals set forth above are true and are adopted as part of this resolution by
reference.
Res. No. 227 -13 -14045
Section 2. The addition of the text contained in Exhibit A, to the Purchase and Sale
Agreement, meets the requirement of Resolution No. 219 -13 -14037 for providing sufficient
guarantees, to the satisfaction of the City, that Strategic Green Mills Investments LLC will have
adequate resources to make the project come to fruition with any added protections agreed to by the
City's Attorney.
Section 3. Severability. If any section clause, sentence, or phrase of this resolution is for any
reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not
affect the validity of the remaining portions of this resolution.
Section 4. Effective Date. This resolution shall become effective immediately upon adoption
by vote of the City Commission.
PASSED AND ADOPTED this 21St day of October, 2013.
ATTEST:
CITY CLERK
READ AND,APP OVED AS TO FORM,
LANGUA,dE, LOJALITY AND._.
n
APPROVED:
W --
MA OR
COMMISSION VOTE: 3 -0
Mayor Stoddard:
Yea
Vice Mayor Liebman:
Yea
Commissioner Newman:
Absent
Commissioner Harris:
Yea
Commissioner Welsh:
Absent
aEXHIBIT A
22. Option to Become Partner and Other Protections for the Agency.
(a) At the option of the Seller, an affiliate of Seller, or the City of South Miami, as Seller's
assignee or successor, may elect to become a.01% special limited partner of the Buyer or the
Buyer's successors and /or assigns as may be applicable and shall have the right, as a partner in
Buyer, to: (i) enforce on Buyer's behalf, any of the Buyer's agreements relating to the construction of
the Project, including, without limitation, the right to enforce the payinent and, performance bonds
required by the Seller for the construction of the Project; and (ii) under all circumstances receive
notice and have the right (but not the obligation) to cure any and all loan defaults in .a similar manner
as notice and cure rights are provided by lenders to equity investors. Seller shall exercise this option,
If at all, by written notice to Buyer at least 30 days after Buyer gives Seller notice that Buyer has
received a tax credit award, which notice shall be given by Buyer within 30 days after Buyer's receipt
of the final award and in any event at least 45 days prior to Closing. If the Seller exercises this option,
then the City of South Miami or Seller's affiliate shall execute Buyer's (or its successors or assigns)
partnership agreement, in aform satisfactory to the applicable tax credit equity investor for the
purposes set forth herein; provided (1) Seller's affiliate or the City of South Miami shall have no
snore than a .01% interest in any economic or tax benefit from Buyer and shall have no liability for
any losses suffered by the Buyer and shall have no voting, approval or control rights and Seller shall
not be able to enforce Buyer's construction agreements unless Buyer is deemed in default by a lender
or should. Buyer have failed to enforce the same in accordance with reasonable practices (2) the
Buyer's partnership agreement shall, subject to the approval of the equity investor, authorize the
Seller's affiliate or the City of South Miami, as a special. limited partner (if the Seller exercises its
option to become a limited partner' hereunder), to cure any uncured default leading to the removal of
the Buyer's general partner under the par-tnerslrip agreement and to assume the role of general
partner, at the Agency's option (3) the equity investor shall be institutional investors with a combined
net worth in excess of $350,000,000 or and entity comprised substantially thereof or their affiliates
and (4) the Buyer's partnership agreement shall provide that if Seller's affiliate or the City of South
Miami loans funds to the partnership to cure loans defaults then that partner shall receive repayment
of such loan prior to any payment of developer fee or distribution to partners. Nothing herein shall
restrict Seller's right to enforce this agreement, the agreement for development or the conditions,
covenants and restrictions contained in the warranty deed or any restrictive covenant rlrmiing with
the land. Seller's option shall be null and void if Seller does not comply with the terms hereof and
continues such noncompliance for a period often (10) days after notice of noncompliance from
Buyer.
(b) All equity and debt financing ( "Financing") documents shall be delivered to the Seller before
the closing on said Financing. All Financing documents, including the mortgage, and any
amendments to the Financing doctlsnents shall be delivered to the Seller before they are recorded.
The Seller shall be made a party to the applicable Financing distribution lists so that the.Seller is
copied on communications to Buyer regarding the closing of the Financing.
Any of the Buyer, the Owner, the Developer and their affiliates who provide guarantees to any lender
or equity providers ( "the Syndicate ") shall deliver to the Seller, prior to the closing on any financing
of any kind, and yearly thereafter (for as long as the applicable guarantees are in effect), financial
statements, which shall be confidential and not part ofthe Public Record. All financial assurances
and protection provided by any of the Syndicate to any person or entity that provides financing for
the Property shall also be provided, in a like manner and contemporaneously, to the Seller for its
assurance and protection.
All Vinnn Vina YlnrnmPntc inrhrrlinrr nil rnnetri�ntinn Inn"
t, ... v, 1 iib w 3 �f.V tivll AV.µAA 4kv V.1F111V11ivj itJ, YY 4AA'.µJ S11V E,VAi4IC41L - 4V1141 Ct4ri
for the construction of the Property, shall include a provision that requires the lender /investor, or
contractor, to provide the Seller with eontemporaneous,copies of all notices of default under such
documents. Buyer shall use commercially reasonable efforts to cause all lenders and equity partners
to acknowledge that Seller may purchase from the lender any defaulted debt and thereby step in the
shoes of such lender. Such.purchase shall be on terins as agreed to by Seller and such lender.
(c) The provisions hereof which relate to the period after Closing shall survive Closing and shall
be amended only by the agreement of Seller's staff and Buyer.
RESOLUTION NO. 219 -13 -14037
A Resolution authorizing the South Miami Community Redevelopment Agency
( "SMCRA. ") to convey property owned by the SMCRA to a private developer
known as Green Mills Investments LLC for a purchase price that is less than the
fair market value of the property in order to develop the Madison Square
Property and to construct mixed -use affordable housing and commercial units on
the property.
WHEREAS, the South Miami Community Redevelopment Agency ( "SMCRA ") adopted a
redevelopment plan that identified the Madison Square Project as its cornerstone redevelopment
project and as a means of providing a development anchor at this vital historic location; and
WHEREAS, the redevelopment plan directs the Agency to obtain land -use and zoning
amendments required to implement the project; and
WHEREAS, the SMCRA selected Strategic Green Mills Investments LLC, from a number of
firms that responded to the SMCRA's solicitation for qualified affordable housing developers; and
WHEREAS, the SMCRA has approved the purchase and sale agreement for the sale of the
property to Strategic Green Mills Investments LLC for less than the fair market value of the
property; and
WHEREAS, Strategic Green Mills Investments LLC has agreed to a land use restrictive
agreement ( "LURA ") which is a covenant running with the land and binding all owners of the
property to the construction and operation of a mixed use affordable residential and commercial
project in which 90% of the residential units shall be set aside and rented to families whose annual
household earnings are at or less than 60% of the Area Median Income as established by United
States Department of Housing and Urban Development ( "HUD ") for Miami -Dade County and as
adjusted for the size of the tenant's family (hereinafter referred to as "AMI "), and 10% of the
residential units shall be rented to families whose annual household earnings are at or less than 33%
of the AMI as set forth in the LURA.; and
WHEREAS, the applicable Florida Statutes authorize the sale of the property by the SMCRA
at less than its fair market value and provide as follows:
163.370 (2) Every ... municipality shall have all the powers necessary or convenient to
carry out and effectuate the purposes and provisions of this part, including the following
powers in addition to others herein granted:
(c) To undertake and carry out community redevelopment and related activities within the
community redevelopment area, which may include:
7C X X
4. Disposition of any property acquired in the community redevelopment area at
its fair value as provided in s. 163.380 for uses in accordance with the community
redevelopment plan.
T� r
(e)7. To solicit requests for proposals for redevelopment ... and, as a result of such requests
Page ] of 3
Res. No. 219 -13 -14037
for proposals, to advertise for the disposition of such real property to private persons
pursuant to s. 163.380 ....
163.380 Disposal of property in community redevelopment area.—
(1) Any ... community redevelopment agency may ... dispose of, or otherwise transfer real
property ... acquired by it for community redevelopment in a community redevelopment area
to any private person, ....
(2) Such real property ... shall be ... transferred, ... at a value determined to be in the public
interest for uses in accordance with the community redevelopment plan and in accordance
with such reasonable disposal procedures as any ... community redevelopment agency may
prescribe. * * * The ... agency shall take into account and give consideration to the long -term
benefits to be achieved by the ... agency resulting from incurring short-term losses or costs in
the disposal of such real property; the uses provided in such plan; the restrictions upon, and
the covenants, conditions, and obligations assumed by, the purchaser ...; and the objectives of
such plan for the prevention of the recurrence of slum or blighted areas In the event the
value of such real property being disposed of is for less than the fair value, such disposition
shall require the approval of the governing body, which approval may only be given
following a duly noticed public hearing.
Therefore, Florida Statute, 163.380 requires that the City of South Miami, which is the governing
body of the SMCRA, must approve the sale of SMCRA property when the sales price is for less than
the fair market value.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION
FOR THE CITY OF SOUTH MIAMI, FLORIDA THAT:
Section 1. The recitals set forth above are true and are adopted as part of this resolution by
reference.
Section 2. South Miami Community Redevelopment Agency is hereby authorized to sell the
SMCRA property described on Exhibit A, which is attached hereto and made a part hereof by
reference, to Strategic Green Mills Investments LLC for the construction and operation of the
Madison Square mixed -use, affordable housing redevelopment project for ten ($10.00) or other
good and valuable consideration which includes the developer's agreement for the development of
affordable housing and the agreement for the recording of the land use restrictive covenant
provided there are sufficient guarantees to show to the satisfaction of the City or South Miami
Community Redevelopment Agency that Strategic Green Mills Investments LLC has adequate
resources to make the project come into fruition.
Section 3. Severability. If any section clause, sentence, or phrase of this resolution is for any
reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not
affect the validity of the remaining portions of this resolution.
Section 4. Effective Date. This resolution shall become effective immediately upon adoption
by vote of the City Commission.
PASSED AND ADOPTED this V day of October, 2013
ATTEST:
Page 2 of 3
APPROVED:
Res. No. 219 -13 -14037
-CITY CLE
READ D " PROVED AS FORM, LEGALIT
rE
LAN C I1 ON THEREOF , D
C
Page 3 of 3
i
I,l i I IN - , MO-
NEWi
COMMISSION VOTE: 5 -0
Mayor Stoddard:
Yea
Vice Mayor Liebman:
Yea
Commissioner Newman:
Yea
Commissioner Harris:
Yea
Commissioner Welsh:
Yea