TITLE
RESOLUTION AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE A MASTER DEVELOPMENT AGREEMENT, AN AMENDED AND RESTATED GROUND LEASE IN THE AMOUNT OF $1.00, AND 100% OF THE CASH FLOW OF THE PUBLIC HOUSING UNITS, AND ALL OTHER NECESSARY MIXED-FINANCE CONTRACTS, AGREEMENTS AND RELATED DOCUMENTS WITH CARLISLE DEVELOPMENT GROUP, LLC, OR ITS ASSIGNEE, GREEN TURNKEY PLAZA, LTD (LOCAL), FOR REHABILITATION/REDEVELOPMENT OF EXISTING PUBLIC HOUSING UNITS AT THE GREEN TURNKEY PUBLIC HOUSING DEVELOPMENT, SUBJECT TO APPROVAL BY THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXERCISE ANY CANCELLATION, TERMINATION AND RENEWAL PROVISIONS, AND TO EXERCISE ALL OTHER RIGHTS CONTAINED THEREIN; AUTHORIZING AMENDMENTS TO ANNUAL CONTRIBUTION CONTRACT, SUBJECT TO THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT�S APPROVAL

BODY
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 this Board:

Section 1. The foregoing recitals are incorporated in this resolution and are approved.

Section 2. The Board directs the County Mayor or County Mayor�s designee to execute the Master Development Agreement and an Amended and Restated Ground Lease in the amount of $1.00 and 100% of the cash flow of the public housing units, in substantially the form attached hereto and incorporated by reference, with Carlisle Development, LLC or its assignee, Green Turnkey Plaza, LTD (Local), for the rehabilitation/redevelopment of existing public housing units at the Green Turnkey development and one (1) additional public housing unit at a separate site, subject to approval of the United States Department of Housing and Urban Development. The Board further authorizes the County Mayor or County Mayor�s designee to exercise any cancellation, termination, and renewal provisions, and to exercise all other rights contained therein.

Section 3. The Board further authorizes the County Mayor or County Mayor�s designee to take all necessary action to accomplish and execute all necessary mixed-finance contracts, agreements and other related documents, subject to the approval United States Department of Housing and Urban Development.

Section 4. The Board also authorizes the County Mayor or County Mayor�s designee to amend the Annual Contribution Contract, subject to the approval United States Department of Housing and Urban Development.

Section 5. The County Mayor or the County Mayor�s designee, pursuant to Resolution No. R-974-09, shall record in the public record all deeds, covenants, reverters and mortgages creating or reserving a real property interest in favor of the County and shall provide a copy of such recorded instruments to the Clerk of the Board within thirty (30) days of execution and final acceptance. The Board 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 Chairwoman Rebeca Sosa
and Members, Board of County Commissioners

From: Carlos A. Gimenez
Mayor
Subject: Resolution Authorizing Execution of a Master Development Agreement, an Amended and Restated Ground Lease with Carlisle Development Group, LLC or its Assignees for Green Turnkey Public Housing Development

STAFF RECOMMENDATION
Recommendation:
It is recommended that the Board of County Commissioners (Board) authorize the County Mayor or County Mayor�s designee to execute all necessary mixed-finance agreements and documents, including but not limited to the Master Development Agreement and an Amended and Restated Ground Lease with the developer, the Carlisle Development Group, LLC or its assignee, Green Turnkey Plaza, LTD (Local) (Developer), for the rehabilitation/redevelopment of existing public housing units at the Green Turnkey public housing development, subject to approval by the United States Department of Housing and Urban Development (Housing and Urban Development). It is further recommended that the Board authorize the County Mayor or County Mayor�s designee to exercise any cancellation, termination and renewal provisions, and to exercise all other rights contained therein, and execute amendments to the annual contribution contracts (Contribution Contract), subject to Housing and Urban Development�s approval.

Unrelated to this project, the Developer is under investigation for alleged inappropriate financial transactions regarding other housing developments. The County is aware that a subpoena regarding this matter was issued to the Developer July 2012. Notwithstanding the above, there are sufficient layers of compliance in place to protect the County�s interest in this project. Additionally, Article VIII (Default and Termination) and Article XII (Default; Remedies) of the attached Ground Lease include default and termination provisions.

Bank of America (Lender) is the financial institution providing both the tax credit equity and construction loan for this project. The construction loan is approximately $1.2 million and the tax credit equity amount is approximately $2.5 million for the renovation of the Green Turnkey site. These amounts are extrapolated from the overall Lender investment amount of $24.4 million. Additionally, the Lender is currently honoring the original terms of financing the project however, if the financial closing is not completed by August 2013 the Lender may not be willing to adhere to the original terms of the agreement.

It is imperative that the County move forward with this item given the time-sensitivity of the Low Income Housing Tax Credit funding schedule. Without these tax credits the project is not viable.

Green Turnkey:

CONTRACT NO: Request for Proposal No. 794-Green Turnkey (FLA 5-28)

CONTRACT TITLE: Request for Proposal No. 794 rehabilitation/re-development of Green Turnkey (FLA 5-28)

DESCRIPTION: The Developer will execute necessary mixed-finance documents, including but not limited to a Master Development Agreement and an Amended and Restated Ground Lease with the County and perform all requirements indicated therein. The Developer will plan and implement all aspects of the redevelopment of the site in close coordination with Public Housing and Community Development Department (Department). The Developer will facilitate and foster continued collaboration with the residents as well as key community stakeholders during the entire development process. The work for this site includes the rehabilitation/redevelopment of twenty-one (21) existing public housing units at Green Turnkey (FLA 5-28) and one (1) additional public housing unit at a separate site.

TERM: Seventy-five (75) years from the effective date of the Ground Lease.

CONTRACTS AMOUNT: The total estimated development cost for Green Turnkey is approximately $2,458,062.00.

DEVELOPER: Carlisle Development Group, LLC or assignee, Green Turnkey Plaza, LTD (Local)

USING/MANAGING AGENCY: Public Housing and Community Development Department

LIVING WAGE: The services provided are not covered under the Living Wage Ordinance.

LOCAL PREFERENCE: Not applicable due to public housing federal subsidy funding restrictions.

ESTIMATED CONTRACT
COMMENCEMENT DATE: Upon the approval of all mixed-finance documents by the Housing and Urban Development.

DELEGATED AUTHORITY: Subject to the approval of this resolution and approval of the mixed-finance documents by Housing and Urban Development, the County Mayor or the County Mayor�s designee will have the authority, to execute all necessary mixed-finance agreements, contracts, and other related documents, including but not limited to a Master Development Agreement and an Amended and Restated Ground Lease in the amount of $1.00. The Developer shall be entitled to 75% and the County to 25% of the Developer Fee, and the County shall be entitled to 100% of the cash flow of the public housing units. The County Mayor or the County Mayor�s designee will also have the authority to terminate the Master Development Agreement for a number of reasons, including but not limited to if the Developer fails to obtain or maintain sufficient financing to sustain the Project, including but not limited to Housing Tax Credit financing, sufficient to close no later than twelve (12) months from the execution date of this Agreement. The County Mayor or the County Mayor�s designee will be further authorized to amend the Annual Contribution Contract with Housing and Urban Development, and exercise subsequent amendments and/or extensions in accordance with the terms and conditions of the contract.

SCOPE: The development action contemplated consists of the rehabilitation/redevelopment of twenty-one (21) existing public housing units and one additional public housing unit, which will either be a single�family rehabilitated or newly constructed home located within one mile of the Green Turnkey site, or a public housing unit located in a multifamily building of approximately sixty�six (66) units that the developer will construct at 1146 NW 7th Court (Washington Square). The project is located within District 3, represented by Miami-Dade County Commissioner Audrey M. Edmonson.

COUNTY FUNDING SOURCE/
FISCAL IMPACT The proposed action will not have a fiscal impact on the County since the development will be performed and funded solely by the developers, with sources that include Low Income Housing Tax Credits (Housing Tax Credits).

TRACK RECORD/MONITORING: The County and the Florida Housing Finance Corporation will have oversight of these projects and the financing.

These projects will be contracted and monitored by Jorge Cibran, Director of Facilities and Development Division, Public Housing and Community Development Department.

Additionally, the Florida Housing Finance Corporation will conduct compliance monitoring and periodic audits throughout the fifteen (15) year compliance period required for tax credits. The tax credit investors will also perform a separate tax credit compliance monitoring.

MANAGER'S BACKGROUND
Background:
Request for Proposals No. 794 was issued on July 14, 2011 to solicit offers from developers to maximize and expedite the development potential of over 100 existing public housing sites administered by the Department. The solicitation sought to establish partnerships with qualified entities to rehabilitate/upgrade existing public housing units, remove and replace obsolete public housing units, increase the number of units on underutilized sites, develop vacant land owned by the County, and also incorporate commercial and other special purpose uses, where appropriate, at particular public housing sites or vacant land sites. Additionally, the Department sought to replace its older units with new contemporary designs that resemble market-rate units (regardless of whether these are public housing, affordable or market-rate units) and incorporate creative and sustainable design solutions.

As a result of Request for Proposals No. 794, the Board, pursuant to Resolution No. R-1026-11, awarded a ground lease for the Green Turnkey site to the Developer on November 23, 2011, and approved submittal of a disposition application for this site to Housing and Urban Development on February 7, 2012 pursuant to Resolution No. R-152-12.

Green Turnkey Residents will be temporarily relocated to a comparable unit until the rehabilitation/redevelopment of the existing public housing units is completed. Residents will be provided with first right of refusal to return to the completed public housing units. Meetings have been held with all residents to discuss general information about the re-development. Additional meetings with residents will be held to review and obtain resident input on all aspects of the development process including plans for temporary relocation.

In order to proceed with the redevelopment process and to avoid possible loss of the tax credits, the County must execute a Master Development Agreement, and an Amended and Restated Ground Lease with the Developer. Therefore, it is recommended that the Board approve the attached resolution authorizing the County Mayor or County Mayor�s designee to negotiate and execute same, subject to and after Housing and Urban Development�s approval.


Attachments



__________________________
Russell Benford, Deputy Mayor