Resolution No CRA 07-19-1095RESOLUTION NO. CR A 0 7 -19 -10 9 5
A Resolution authorizing the SMCRA Director to negotiate and execute a termination
agreement relating to the 2006 & 2007 Community Development Block Grant
(CDBG) contributions for the Madison Square project; authorizing a one-time
payment of $413,700 to Miami Dade County (MDC) to terminate the contract;
accepting $100,000 from Abreu Development; directing the SMCRA Attorney to
amend all necessary agreements to accomplish these objectives.
WHEREAS, the SMCRA inter -local agreement with Miami -Dade County describes the
Madison Square project as a SMCRA mixed -use redevelopment proposal intended to create an
anchor for the north end of the Church Street (a current streetscape improvement project) and to
help stimulate revitalization efforts in the area"; and
WHEREAS, the SMCRA has acquired the property to build Madison Square, partially
using Community Development Block Grant (CDBG) money from Miami Dade County (MDC);
and
WHEREAS, the $394,000 of CDBG money was received by the SMCRA in 2007, but the
County never signed the grant agreements nor recorded them with the clerk; and
WHEREAS, the SMCRA's general counsel had been attempting to clarify the grant
agreement, that is an extremely length form document used by the County for numerous different
circumstances and different types of projects, for over a year and prior to the completion of the
negotiations with Abreu Development; and
WHEREAS, the original documents drafted for the development of Madison Square
included as an exhibit the grant agreement with all of its exhibits and reporting requirements; and
WHEREAS, to resolve the issues created by the grant agreement and -to satisfy the
concerns of Abreu Development, it was suggested that the SMCRA and the County enter into a
new grant agreement which would supersede the prior agreement and that would allow Abreu
Development and its lender to have confidence that they would not run afoul of the confusing
terms of the agreement; and
WHEREAS, on February P, 2019, the SMCRA approved Resolution 28-07-281 which
authorized the Executive Director to sign a revised CDBG Loan agreement; and
WHEREAS, the County Attorney and Public Housing and Community Development
Department have not been able to simplify the agreement, despite numerous attempts by the
County Attorney and the SMCRA General Counsel at reworking the agreement; and
WHEREAS, the SMCRA desires to terminate these agreements and remove any and all
obligations to the County as well as any roadblocks that could hinder the timely development of
this project; and
CRA Resolution No.07-19-1095
WHEREAS, the SMCRA and Abreu Development desires to begin construction on
Madison Square within 90 days of the CDBG Loan can be extinguished; and
WHEREAS, in exchange for removing this last roadblock, Abreu Development has agreed
to contribute $100,000 to fulfill SMCRA's obligation to the County for the repayment of the
CDBG Loan.
NOW THEREFORE BE IT RESOLVED BY THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH MIAMI, FLORIDA THAT:
Section 1. The South Miami Community Redevelopment Agency (SMCRA) Board
authorizes the SMCRA Executive Director to execute a termination agreement that would
extinguish all of SMCRA's duties and obligations to Miami -Dade County for the CDBG contract
awards and authorizing a one-time expenditure of $413,700 to MDC; and charging Account No.
610-1110-554-34-60 (Redevelopment Services).
Section 2. The SMCRA further authorizes the SMCRA Attorney to amend all Madison
Square documents to reflect the termination of the contracts with Miami -Dade County (MDC) and
to accept the ct e $100,000 contribution from Abreu Development. .4, � Atfex&i i�1Q Sm e 9)) 5
F , 4 - -I b re_ e�t> w- -A Ato a� ��
,4t u
Section 3. This resolution shall take effect immediately upon adoption. pK4
PASSED AND ADOPTED this 11thday of March, 2019.
09-41LAMMU'611 =3
APPROVED:
Board Vote:
6-0
Chair Stoddard:
Yea
)RM: Vice Chairman Harris:
Yea
Member Welsh:
Yea
Member Liebman:
Absent
Member Gil:
Yea
Member Jackson:
Member Kelly:
Yea
Yea
Agenda Item No:2.
South Miami Community Redevelopment Agency Agenda Item Report
Meeting Date: March 11, 2019
Submitted by: Evan Fancher
Submitting Department: Community Redevelopment Agency
Item Type: Resolution
Agenda Section:
Subject:
A resolution authorizing the SMCRA Director to negotiate and execute a termination agreement relating to the
2006 & 2007 Community Development Block Grant (CDBG) contributions for the Madison Square project;
authorizing a one-time payment of $413,700 to Miami Dade County (MDC) to terminate the contract; accepting
$100,000 from Abreu Development; directing the SMCRA Attorney to amend all necessary agreements to
accomplish these objectives.
Suggested Action:
Attachments:
Termination Memo.docx
Mad —Square Termination_Resolution.docx
Termination Agreement from SMCRA (BKN 3-5-2019)CArev.docx
1
es�a-
.b.ea
`0111! SMCRA
CITY OF SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY
OFFICE OF THE DIRECTOR
INTER -OFFICE MEMORANDUM
To: The Honorable Chairman & Members of the SMCRA Board
FROM: Evan Fancher, Director
DATE: March 11, 2019
SUBJECT: A resolution authorizing the SMCRA Director to negotiate and execute a
termination agreement relating to the 2006 & 2007 Community
Development Block Grant (CDBG) contributions for the Madison Square
project; authorizing a one-time payment of $413,700 to Miami Dade
County (MDC) to terminate the contract; accepting $100,000 from Abreu
Development; directing the SMCRA Attorney to amend all necessary
agreements to accomplish these objectives.
BACKGROUND: The 2004 Redevelopment Plan describes Madison Square as "a SMCRA
mixed -use redevelopment proposal intended to create an anchor for the
north end of the Church Street (a current streetscape improvement
project) and to help stimulate revitalization efforts in the area." The plan
called for the construction of the project to be completed by 2007-2008.
The SMCRA has been acquiring properties to effectuate the goal of building
Madison Square. In 2007, the city used the US HUD's Community
Development Block Grant program to acquire the land necessary to build
the project ($394,000). The CDBG money used to purchase the property
brought with it restrictions to create and retain 12 full-time permanent
jobs within the commercial/retail center (for at least five years after
completion of the project). The agreement between Miami -Dade County
and the SMCRA for the CDBG also calls for the completion of the project
within three years. The SMCRA signed the documents, but the County
never did.
Staff met with County officials, as well as the Developer, and determined
that the old documents are outdated and that the path to new documents
was becoming too cumbersome. We have agreed, in principle, to
terminate all the prior CDBG agreements and pay MDC the $394,000 plus
a 5% administrative fee, the total is $413,700.
If the board approves this item, this will be the last of the institutional
hurdles blocking the construction of Madison Square.
ATTACHMENTS: Termination Agreement 2
TERMINATION AGREEMENT
OF
FY 2006 COMMUNITY DEVELOPMENT BLOCK GRANT CONTRACT BETWEEN MIAMI-DADE COUNTY AND
SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY
AND
FY 2007 COMMUNITY DEVELOPMENT BLOCK GRANT CONTRACT BETWEEN MIAMI-DADE COUNTY AND
THE SOUTH MIAMi COMMUNITY REDEVELOPMENT AGENCY
This Termination Agreement (hereinafter referred to as "Agreement" or "Contract"), by and between Miami -
Dade County, a political subdivision of the State of Florida (hereinafter referred to as "County"), and South Miami
Community Redevelopment Agency, having offices at 5825 SW 68t' Street, Ste 4, South Miami, FL 33143 and
telephone number of (305) 668-7236 (hereinafter referred to as "Awardee" or "SMCRA"), terminates prior agreements
described herein administered by the County Mayor or County Mayor's designee through the County's Public Housing
and Community Development Department (hereinafter referred to as "PHCD') and/or its predecessor department the
Office of Community and Economic Development, having principal offices at 701 N.W. 1 Court, 140' Floor, Miami,
Florida 33136. Collectively, the County and SMCRA shall be referred to as the "Parties
WHEREAS, the County appropriated $394,000 in CDBG funds through various resolutions including R-1449-
03, R-160-05. R-41-07, and R-802-07 and paid these funds to SMCRA to further the development of the Madison
Square/South Miami Strip Mall Project (the "Madison Square Project"), including the purchase of properties. These
CDBG funds were awarded in the form of a forgivable loan conditioned on the SMCRA meeting the national objective
of creating jobs; and
WHEREAS, the County and South Miami Community Redevelopment Agency entered into that certain FY
2006 Community Development Block Grant Contract Between Miami -Dade County and South Miami Community
Redevelopment Agency on September 11, 2006 (the "2006 CDBG Contract"), in the amount of $294,000.00 for land
acquisition for the Madison Square Project: and
WHEREAS, the County and SMCRA subsequently entered into that certain FY 2007 Community Development
Brock Grant Contract Between Miami -Dade County and The South Miami Community Redevelopment Agency in
approximately June 2007 (the "2007 CDBG Contract"), in the amount of $394.000.00, which consisted of $294,000 00
of "Prior Year Carry Forward" funds and an additional $100,000.00 of CDBG funds for the Madison Square Project;
and
WHEREAS, because SMCRA was unable to achieve the development of the Madison Square Project or
create the required jobs within the time frames required, OCED/PHCD assigned, in accordance with section It(J)(7) of
the 2007 CDBG Contract, special personnel from the Community Builders Division to provide special assistance at a
cost to OCED/PHCD of $19,700.00 of CDBG funds; and
WHEREAS, both the 2006 CDBG Contract and the 2007 CDBG Contract were for an established term of one
year, however, the Madison Square Project was not constructed and the national objective of job creation was not met
within the term of either of these agreements; and
WHEREAS, SMCRA desires to repay the loan in the amount of $394,000.00 as well as the additional charge
of $19,700.00, for a total equaling $413,700.00, and the County desires to accept repayment as full satisfaction of the
loan; and
WHEREAS, the Parties desire to terminate the 2007 CDBG Contract, and to the extent necessary the 2006
CDBG Contract, upon terms mutually agreeable to both Parties,
NOW, THEREFORE, in consideration of the mutual covenants recorded herein, the Parties agree as follows
1. The recitals set forth above are true and are adopted as part of this Agreement by reference.
2. The 2007 CDBG Contract and the 2006 CDBG Contract, to the extent that the 2006 CDBG Contract is
still active, are terminated. The Parties shall be released from all duties and obligations contained in the
2006 CDBG Contract and the 2007 CDBG Contract.
3. The records described in sections K, L and M shall remain accessible to the County upon written request
by the County. Public records relating to this termination and/or the 2006 CDBG Contract and/or the 2007
CDBG Contract shall be retained by the Parties in accordabce with Florida's public records laws and the
State of Florida General Records Schedule GS1-SL for State and Local Government Agencies.
4. SMCRA shall pay PHCD the sum of $413,700.00 ("Termination Sum"), which consists of repayment of
the $394,000.00 CDBG loan and $19,700.00 of CDBG administrative costs.
5. The Parties shall be responsible for their own direct and indirect costs associated with such termination,
including attorney's fees upon the payment of the Termination Sum.
6. The promissory note(s) given by the SMCRA to the County in exchange for the 2006 CDBG Contract
and/or the 2007 CDBG Contract in the amount of $394,000 is(are) deemed satisfied.
7. All agreements between the Parties evidencing or securing the $394,000.00 of CDBG funds and all
covenants made in consideration of the receipt of the $394,000.00 of CDBG funds, including but not
limited to any recorded or unrecorded HUD Required Community Development Block Grant Contract;
Development Agreement; Mortgage and Security Agreement and Assignment of Leases, Rents and
Profits; Promissory Note; Affordable Housing and CDBG Declarations of Restrictions; Agency Land Use
Restriction Agreement and Declaration of Restrictions are hereby deemed satisfied, released and/or
terminated.
IN WITNESS THEREOF, parts he caused this Agreement to be executed by their undersigned
officials as dulyauthorized. this � A dayof 2019
AWARDEE: South Miami Community
Revdevelpm9fit Agency
BY
NAME: Evan/,n er _
TITLE Executive Director
DATE -
ATTESTED ��-�-- __---.- -- --_�
BY:
NAME:---.-�---�----- ------ - - ... _ _
TITLE: �Zr
:DATE. t f
Witnesses ter:r
BY: (Sign4�W
,`i ignatu
Type or Print Name
Federal ID Number: 59-6000431
MIAMI-DADE COUNTY
BY grios
_
NAME.. GimenezTITLE-
DATE BN
ATTESTED
NAME
Clerk, Board of C
ry�
a
oa
'�� emri d Ss to tbt
,yr
;.�+i t COun?y Y
Commissioners
Public Housing and Community Development
701 NW 1st Court, 14th Floor
Miami, FL 331363914
T 786469-2100 •F786-469-2236
March 29, 2019
Mr. Evan Fancher
Director
South Miami Community Redevelopment Agency
5825 SW 68" Street St. 400
South Miami, Florida 33143
RE: Termination of Agreement — Madison Square/South Miami Strip Mall Project FY 2005 - 2007
Dear Mr. Fancher:
Per your request, you wish to terminate the agreements and pay PHCD the sum of $413,700.00
("Termination Sum"), which consists of repayment of the $394,000.00 CDBG loan and $19,700.00 of
CDBG administrative costs.
MDC is requesting the repayment of the funds totaling $413,700.00 be disbursed directly to Miami -Dade
County Public Housing and Community Development (PHCD) through ACH. Below are the funding
instructions:
Bank Name:
Wells Fargo Bank, N.A.
Bank ABA:
12000248
Account No:
2696206699012
Account Name:
Miami -Dade County Housing — General Operating Account
Beneficiary:
Public Housing & Community Development
Attention:
Finance Division — Revenue Accounting
Should you have questions regarding this matter, please contact me at (786) 469-2258.
Sincerely,
L
Claren Brown
Division Director, Community and Housing Management
Enclosure
c: Thomas F. Pepe, City Attorney
James Graham, Chief Financial Officer, PHCD
Tangle White Jackson, Manager, PHCD
Letitia S. Goodson, Project Manager, PHCD