Resolution Retroactively Authorizing The County Mayor Or County Mayor's Designee’s Action In Executing An Option To Enter Into A Ground Lease With Gallery At Marti Park, Llc As Assignee Of Rudg, Llc (Rudg) That Evidences And Preserves Site Control Of A Po

Description:

Whereas, This Board Desires To Accomplish The Purposes Outlined In The Accompanying Memorandum, A Copy Of Which Is Incorporated Herein By Reference, Now, Therefore, Be It Resolved By The Board Of County Commissioners Of Miami-Dade County, Florida, That: Section 1. This Board Retroactively Authorizes The County Mayor Or County Mayors Designees Action In Executing The Option To Enter Into A Ground Lease With Gallery At Marti Park Llc As Assignee Of Rudg, Llc (Collectively Referred To As Rudg), In Substantially The Form Attached Hereto As Attachment A And Incorporated Herein By Reference, That Evidences And Preserves Site Control Of A Portion Of Joe Moretti Phase Two Public Housing Development, Known As Gallery At Marti Park (Project Site) As Required By The United States Department Of Housing And Urban Development (Hud) And Florida Housing Finance Corporation (Fhfc). This Board Further Authorizes The County Mayor Or County Mayors Designee To Take Any Additional Steps Required By Fhfc To Preserve Rudgs Site Control Of The Project Site Until Such Time As Hud Has Approved The 75-Year Ground Lease (Lease) Described In Section 4 Of This Resolution. Section 2. This Board Authorizes The County Mayor Or County Mayors Designee To Execute The First Amendment To Joe Moretti Phase Two Master Development Agreement Between The County And Rudg Llc, In Substantially The Form Attached Hereto As Attachment B And Incorporated Herein By Reference. Section 3. This Board Authorizes The County Mayor Or County Mayors Designee To Execute A Consulting Agreement Between The County And Rudg For The Redevelopment Of The Project Site, With A Consulting Fee Equal To A 22 Percent Of Any Developer Fee Estimated At $2,295,287.00, In Substantially The Form Attached Hereto As Attachment C And Incorporated Herein By Reference. This Board Further Authorizes The County Mayor Or County Mayors Designee To Exercise All Provisions Contained In The Consulting Agreement. Section 4. In Accordance With Section 125.35, Florida Statutes, And Subject To Huds Approval, This Board Authorizes The County Mayor Or County Mayors Designee To Execute A Lease With Rudg, In Substantially The Form Attached Hereto As Attachment D And Incorporated Herein By Reference, In The Total Estimated Amount Of $133,973,915.52, Inclusive Of A Lump Sum Ground Lease Payment Of $616,000.00; An Annual Share Of 16.5 Percent Of The Revenue/Net Cash Flow Payable, Commencing After The Stabilization Period, About One Year After Issuance Of Certificate Of Occupancy Of The Project Through The End Of The Lease Term, Estimated At $133,357,915.52; An Asset Management Fee In The Amount Of $17,500.00 Beginning The Earlier Of Year 10 Or The First Year Of Positive Cash Flow After Full Payment Of The Deferred Developer Fee; A Monthly Davis Bacon Monitoring Fee In The Amount Of $2,500.00, Estimated At $50,000.00; And 30 Percent Of The Net Proceeds Of The Sale Or Refinance Of The Subject Property. This Board Further Authorizes The County Mayor Or The County Mayors Designee To Exercise All Provisions Contained In The Lease, Including, But Not Limited To, (A) Termination And Technical And Non-Substantive Amendment Provisions; (B) Exercising Right Of First Refusal Option; (C) Reviewing And Approving Documents, Plans, Any And All Other Requests Required Of, Or Allowed By, Rudg, Its Sublessees Or Assignees, To Be Submitted To County; (D) Consenting To Actions, Events, And Undertakings By Rudg Or Extensions Of Time Periods For Which Consent Is Required By County, Including, But Not Limited To, Extensions Of Time For The Performance Of Any Obligation By County; (E) Executing Any And All Documents On Behalf Of County Necessary Or Convenient To The Foregoing Approvals, Consents, And Appointments; (F) Assisting Rudg With And Executing On Behalf Of The County Any Applications Or Other Documents, Needed To Comply With Applicable Regulatory Procedures And To Secure Financing, Permits Or Other Approvals To Accomplish The Construction Of Any And All Improvements In And Redevelopment Of The Project Site; (G) Executing Joinders And Consents To Easement And Access Agreements, For The Purposes Of Granting Any Needed Non-Exclusive Vehicular And/Or Pedestrian Ingress And Egress Access Routes And For Any Parking Within And Throughout The Project; And (H) Amending The Lease To Correct Any Typographical Or Non-Material Errors, To Address Revisions Or Supplements Hereto Of A Non-Material Nature Or To Carry Out The Purposes Of The Lease. Section 5. This Board Waives Resolution No. R-130-06 And Implementing Order 8-4 That Requires The Lease To Be Fully Negotiated And Executed Prior To Placement On The Boards Agenda Because The Lease Must Be Approved By Hud Prior To Its Execution. Section 6. Subject To Huds Approval, This Board Authorizes The County Mayor Or County Mayors Designee To Execute Any And All Necessary Rental Assistance Demonstration Program And/Or Mixed-Finance And Related Agreements And Any And All Other Documents Related To Necessary For The Development, Management, And Operation Of The Project Site. Section 7. This Board Authorizes The County Mayor Or The County Mayors Designee To Submit A Demolition And/Or Disposition Application To Hud, If Required, For The Project Site For The Purpose Of Demolishing And Disposing Of The Existing Building Located On The Project Site. Section 8. This Board Authorizes The County Mayor Or County Mayors Designee To Execute Amendments To Annual Contributions Contracts, If Required; To Execute Any Agreement, Release From Declarations Of Trust, And Any Other Documents On Behalf Of The County, Subject Huds Approval, And To Exercise Amendments, Modification, Cancellations And Termination Clauses. Section 9. This Board Directs The County Mayor Or County Mayors Designee To Provide A Copy Of The Option To Enter Into A Ground Lease, Lease Or Similar Instrument To The Property Appraisers Office. Section 10. This Board Directs The County Mayor Or County Mayors Designee, Pursuant To Resolution No. R-974-09, To Record In The Public Record The Option To Enter Into A Ground Lease Or Similar Instrument, If Required, Lease, Covenants, Reverters And Mortgages Creating Or Reserving A Real Property Interest In Favor Of The County, And To Provide Copies Of Such Recorded Instruments To The Clerk Of The Board Within 30 Days Of Execution And Final Acceptance. This Board Further Directs The Clerk Of The Board, Pursuant To Resolution No. R-974-09, To Attach And Permanently Store A Recorded Copy Of Any Instrument Provided In Accordance Herewith Together With This Resolution. Header Date: To: Honorable Chairman Oliver G. Gilbert, Iii And Members, Board Of County Commissioners From: Daniella Levine Cava Mayor Subject: Recommendation For Approval Of The Execution Of The First Amendment To Joe Moretti Phase Two Master Development Agreement With Rudg Llc, And A Consulting Agreement And A 75-Year Ground Lease To Gallery At Marti Park, Llc As Assignee Of Rudg, Llc. Staff Recommendation Executive Summary On October 21, 2014, The Board Of County Commissioners (Board) Adopted Resolution No. R-946-14, Which Authorized The County Mayor Or County Mayors Designee To Execute The Master Development Agreement (Mda) With Rudg, Llc And Its Affiliates For The Redevelopment Of Joe Moretti Phase Two (Project Site), A Public Housing Development In Miami-Dade County, Which Mda Was Fully Executed On December 24, 2014. This Item Recommends That The Board Retroactively Authorize The County Mayor Or County Mayors Designees Action In Executing The Option To Enter Into A Ground Lease With Gallery At Marti Park, Llc (Collectively Referred Herein As Rudg), That Evidences And Preserves Site Control As Required By The United States Department Of Housing And Urban Development (Hud) And The Florida Housing Finance Corporation (Fhfc), For The Redevelopment Of A Portion Of Joe Moretti Phase Two, Known As Gallery At Marti Park (Project Site). This Item Also Seeks The Boards Approval To Authorize The County Mayor Or County Mayors Designee To Execute The First Amendment To Joe Moretti Phase Two Mda With Rudg, A Consulting Agreement, And Approve And Authorize The Execution Of The 75-Year Ground Lease (Lease) With Rudg, And Any Agreements Or Documents As May Be Required By Fhfc, And Other Related Agreements With Rudg, Subject To Approval Of The United States Department Of Housing And Urban Development (Hud), For The Redevelopment Of The Project Site. Recommendation It Is Recommended That The Board : 1. Retroactively Authorize The County Mayor Or County Mayors Designees Action In Executing The Option To Enter Into A Ground Lease With Rudg That Evidences And Preserves Site Control As Required By Hud And Fhfc; 2. Authorize The County Mayor Or County Mayors Designee To Take Any Additional Steps Required By Fhfc Or Other Funding Source To Preserve Rudgs Site Control Of The Project Site Until Such Time As Hud Has Approved The Lease; 3. Approve And Authorize The County Mayor Or County Mayors Designee To Execute The First Amendment To Joe Moretti Phase Two Mda Between The County And Rudg Llc; 4. Approve And Authorize The County Mayor Or County Mayors Designee To Execute A Consulting Agreement Between The County And Rudg For The Redevelopment Of The Project Site, With A Consulting Fee Equal To A 22 Percent Of Any Developer Fee Estimated At $2,295,287.00, And To Exercise All Provisions Contained In Therein; 5. In Accordance With Section 125.35, Florida Statutes, And Subject To Huds Approval, Approve And Authorize The County Mayor Or County Mayors Designee To: (1) Execute A Lease With Rudg In The Total Estimated Amount Of $133,973,915.52, Inclusive Of A Lump Sum Ground Lease Payment Of $616,000.00; An Annual Share Of 16.5 Percent Of The Revenue/Net Cash Flow Payable, Commencing After The Stabilization Period, About One Year After Issuance Of Certificate Of Occupancy Of The Project Through The End Of The Lease Term, Estimated At $133,357,915.52; An Asset Management Fee In The Amount Of $17,500.00 Commencing On The Earlier Of Year 10 Or The First Year Of Positive Cash Flow After Full Payment Of The Deferred Developer Fee; Monthly Davis Bacon Monitoring Fee In The Amount Of $2,500.00, Estimated At $50,000.00; And 30 Percent Of The Net Proceeds Of The Sale Or Refinance Of The Subject Property; And (2) Exercise All Provisions Contained Therein, Including, But Not Limited To, (A) Termination And Technical And Non-Substantive Amendment Provisions; (B) Exercising Right Of First Refusal Option; (C) Reviewing And Approving Documents, Plans, Any And All Other Requests Required Of, Or Allowed By, Rudg, Its Sublessees Or Assignees, To Be Submitted To County; (D) Consenting To Actions, Events, And Undertakings By Rudg Or Extensions Of Time Periods For Which Consent Is Required By County, Including, But Not Limited To, Extensions Of Time For The Performance Of Any Obligation By County; (E) Execute Any And All Documents On Behalf Of County Necessary Or Convenient To The Foregoing Approvals, Consents, And Appointments; (F) Assisting Rudg With And Executing On Behalf Of The County Any Applications Or Other Documents, Needed To Comply With Applicable Regulatory Procedures And To Secure Financing, Permits Or Other Approvals To Accomplish The Construction Of Any And All Improvements In And Redevelopment Of The Project Site; (G) Executing Joinders And Consents To Easement And Access Agreements, For The Purposes Of Granting Any Needed Non-Exclusive Vehicular And/Or Pedestrian Ingress And Egress Access Routes And For Any Parking Within And Throughout The Project; And (H) Amending The Lease To Correct Any Typographical Or Non-Material Errors, To Address Revisions Or Supplements Hereto Of A Non-Material Nature Or To Carry Out The Purposes Of The Lease. 6. Subject To Huds Approval, Authorize The County Mayor Or County Mayors Designee To Execute Any And All Necessary Rad And/Or Mixed-Finance And Related Agreements And Any And All Other Documents Related To Necessary For The Development, Management, And Operation Of The Project Site; 7. Authorize The County Mayor Or County Mayors Designee To Submit A Demolition And/Or Disposition Application To Hud, If Required, For The Project Site For The Purpose Of Demolishing And Disposing Of The Existing Buildings Located On The Project Site; 8. Authorize The County Mayor Or County Mayors Designee To Execute Amendments To Annual Contributions Contracts (Acc), If Required; To Execute Any Agreements, Releases From Declarations Of Trust, And Any Other Documents On Behalf Of The County, Subject Huds Approval; And To Exercise Amendments, Modification, Cancellations And Termination Clauses; And 9. Waive Resolution No. R-130-06 And Implementing Order 8-4 That Requires The Lease To Be Fully Negotiated And Executed Prior To Placement On The Boards Agenda Because The Lease Must Be Approved By Hud Prior To Its Execution. Scope The Scope Of This Item Is Countywide In Nature; However, The Project Site Is Located In District 5, Which Is Represented By Commissioner Eileen Higgins. Fiscal Impact/Funding Source There Is No Fiscal Impact To The County Related To The Approval Of The First Amendment To The Mda Between The County And Rudg. However, There Will Be A Positive Fiscal Impact To The County For Approving And Executing The Consulting Agreement And The Lease, Which Will Result In Revenue Sharing And Capital Improvements To The Project As Further Described Below. It Is Estimated That Through The Leasing Of The Project Site The County Will Receive A Total Estimated Amount Of $133,973,915.52, Inclusive Of A Lump Sum Ground Lease Payment Of $616,000.00; An Annual Share Of 16.5 Percent Of The Revenue/Net Cash Flow Payable, Commencing After The Stabilization Period, About One Year After Issuance Of Certificate Of Occupancy Of The Project Site Through The End Of The Lease Term, Estimated At $133,357,915.52. Further, As Established Under The First Amendment To The Mda, The County Will Receive A Monthly Davis Bacon Monitoring Fee In The Amount Of $2,500.00, Estimated At $50,000.00; An Asset Management Fee In The Amount Of $17,500.00 Commencing On The Earlier Of Year 10 Or The First Year Of Positive Cash Flow After Full Payment Of The Deferred Developer Fee, And 30 Percent Of The Net Proceeds Of The Sale Or Refinance Of The Subject Property. It Is Further Estimated That By Executing The Consulting Agreement The County Will Receive A Consulting Fee Equal To 22 Percent Of Any Developer Fee Estimated At $2,295,287.50. Track Record/Monitor Alex R. Ballina, Director Of Public Housing And Community Development Department (Department) Is The Project Manager And Indira Rajkumar-Futch Is The Procurement Contracting Manager. They, Along With The Department Staff, Will Monitor Compliance With The Agreements Described Herein. Delegated Authority Upon The Approval Of This Item, The County Mayor Or County Mayors Designee Will Be Authorized To: (1) Execute Such Agreements Or Documents As May Be Required By Hud And Fhfc, Including, But Not Limited To, An Option To Enter Into A Ground Lease Or Similar Instrument With Rudg To Evidence And Preserve Site Control, And To Take Any Additional Steps Required By Fhfc To Preserve Rudgs Site Control Of The Project Sites Until Such Time As Hud Has Approved The Lease; And (2) Execute The Lease, Subject To Huds Approval, And Mda, And To Exercise All Provisions Contained Therein Including, But Not Limited To, Termination And Technical And Non-Substantive Amendment Provisions. Further, The County Mayor Or County Mayors Designee Will Further Have The Authority To (A) Exercising Termination And Technical And Non-Substantive Amendment; (B) Exercising Right Of First Refusal Option; (C) Reviewing And Approving Documents, Plans, Any And All Other Requests Required Of, Or Allowed By, Rudg, Its Sublessees Or Assignees, To Be Submitted To County; (D) Consenting To Actions, Events, And Undertakings By Rudg Or Extensions Of Time Periods For Which Consent Is Required By County, Including, But Not Limited To, Extensions Of Time For The Performance Of Any Obligation By County; (E) Executing Any And All Documents On Behalf Of County Necessary Or Convenient To The Foregoing Approvals, Consents, And Appointments; (F) Assisting Rudg With And Execute On Behalf Of The County Any Applications Or Other Documents, Needed To Comply With Applicable Regulatory Procedures And To Secure Financing, Permits Or Other Approvals To Accomplish The Construction Of Any And All Improvements In And Redevelopment Of The Project Site; (G) Executing Joinders And Consents To Easement And Access Agreements, For The Purposes Of Granting Any Needed Non-Exclusive Vehicular And/Or Pedestrian Ingress And Egress Access Routes And For Any Parking Within And Throughout The Project; And (H) Amending The Lease To Correct Any Typographical Or Non-Material Errors, To Address Revisions Or Supplements Hereto Of A Non-Material Nature Or To Carry Out The Purposes Of The Lease. The County Mayor Or County Mayors Designee Will Also Have The Authority To: (A) Subject To Huds Approval, Execute Any And All Necessary Rad And/Or Mixed-Finance And Related Agreements And Any And All Other Documents Related To Necessary For The Development, Management, And Operation Of The Project Site; (B) Submit A Demolition And/Or Disposition Application To Hud, If Required, For The Project For The Purpose Of Demolishing And Disposing Of The Existing Building Located On The Project Site; (C) Execute Amendments To The Accs, If Required; (D) Execute Any Agreement, Release From Declarations Of Trust, And Any Other Documents On Behalf Of The County, Subject Huds Approval; (E) And Exercise Amendments, Modification, Cancellations And Termination Clauses. Background The Project Site Is Part Of The Countys Effort To Re-Develop, Modernize, And Financially Stabilize Most Of The Countys Public Housing Units Through The Rad Program, Which Is A Federal Program That Allows Public Housing Authorities To Convert Public Housing, Which Have Been Facing Significant Federal Funding Decreases, To A More Financially Stable Section 8 Project-Based Funding Model. Through The Rad Conversion Process Public Housing Can Be Modernized Through Redevelopment Projects That Are Able To Leverage Additional Financing From Public And Private Sources, Public Housing Units Are Replaced On A One-For-One Basis, And Current Residents Are Provided With A Guaranteed Right To Return Along With Other Resident Protection Rights. In March 2019, The County Obtained A Portfolio Award From Hud Which Allows The County To Redevelop 6,426 Of Its Existing Public Housing Units, Including The Project Site, Through The Rad Conversion Process. Subsequently, The Countys Portfolio Award Was Amended To Increase The Total Number Of Units Converted Through Rad To 7,718. On November 23, 2011, The Board Adopted Resolution R-106-11, Which Awarded Site Control Of Joe Moretti Phase Two Through A Ground Lease To Rudg, Pursuant To Advertised Request For Proposal (Rfp) No. 794 On July 14, 2011. However, In September 2022, Hud Issued A Notice To All Public Housing Agencies, Including The County, And Housing Finance Authorities, Instructing Them To Avoid Executing Ground Leases When A Developer Is Seeking Low-Income Tax Credits Or Other Funding Because The Execution Of Such Leases Would Trigger A Violation Of The Acc With Hud And Raise Environmental Concerns. Notwithstanding This Directive, The Notice Authorizes Public Housing Agencies To Execute Options To Enter Into Ground Leases. Therefore, This Item Seeks Retroactive Approval Of The County Mayor Or County Mayors Designees Action In Executing The Lease Option Agreement, Which Is Attached To The Resolution. The Action Was Taken To Ensure That Rudg Maintained Site Control Of The Project Site. Additionally, This Item Seeks Authorization To Execute The First Amendment To The Mda, A Consulting Agreement, And The Lease Subject To Huds Approval. Pursuant To The First Amendment To The Mda And The Lease, Rudg Has Agreed To Construct A Development That Will Consist Of Approximately 176 Mixed-Income Units, Which Will Include 15 Rad And 21 Non-Rad Section 18 Units. Rudg Has Also Agreed To The Following Financial Terms Associated With The Lease Of The Project Site. Rudg Will Pay The County (A) A Ground Lease Payment Of $133,973,915.52, Inclusive Of A Lump Sum Ground Lease Payment Of $616,000.00; And (B) An Annual Share Of 16.5 Percent Of The Revenue Net Cash Flow Payable, Commencing After The Stabilization Period, About One Year After Issuance Of Certificate Of Occupancy Of The Project Site Through The End Of The Lease Term, Estimated At $133,357,915.52. Additionally, As Established Under The First Amendment To The Mda, Rudg Will Pay The County (A) A Monthly Davis Bacon Monitoring Fee In The Amount Of $2,500.00, Estimated At $50,000.00; (B) An Asset Management Fee In The Amount Of $17,500.00 Beginning The Earlier Of Year 10 Or The First Year Of Positive Cash Flow After Full Payment Of The Deferred Developer Fee; And (C) 30 Percent Of The Net Proceeds Of The Sale Or Refinance Of The Subject Property. It Is Further Estimated In The Consulting Agreement That Rudg Will Pay The County Consulting Fee Equal To 22 Percent Of Any Developer Fee Estimated At $2,295,287.50, Which Fee Will Be On Equal Footing To Rudgs Share, And Will Be Paid To The County On A Pro Rata Basis As It Is Distributed To Rudg. Expediting The Approval Process Is Consistent With The Departments Need To Provide Assurances To Hud That The County Is Making Significant Progress On The Rad Program. As Required By The Rad Program, The Department Continues To Explain The Rad Program To Residents To Hear Their Concerns And To Answer Any Questions. The Department Is Also Required By Hud To Have A Series Of At Least Four Meetings With The Community Throughout The Execution Of The Project. This Requirement Also Complies With The Boards Rules Of Procedure. Since The Project Site Is Currently Vacant, No Resident Meetings Have Been Held; However, The Project Is Part Of The Departments Annual Plan And As Part Of Its Process The Residents Advisory Board Has Been Informed Of This Project. In Addition, The Department Requires That Rudg To Establish A Grievance And Care Procedure To Address Any Of The Residents And Communitys Concerns Through The Process Of Redeveloping The Project Site. ________________________________ Morris Copeland Chief Community Services Officer