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RESOLUTION APPROVING AWARD OF DEVELOPMENT RIGHTS THROUGH A 75-YEAR GROUND LEASE TO CORNERSTONE GROUP PARTNERS, LLC OR ITS SUBSIDIARIES, PURSUANT TO REQUEST FOR PROPOSAL NUMBER 2016-01, FOR THE PURPOSE OF DESIGNING AND BUILDING A MIXED-USE HOUSING AND COMMERCIAL TRANSIT-ORIENTED DEVELOPMENT KNOWN AS THE METRO GRANDE APARTMENT HOMES IN THE OKEECHOBEE TRANSIT VILLAGE WITH ANNUAL PAYMENTS BY CORNERSTONE GROUP PARTNERS, LLC OR ITS SUBSIDIARIES TO MIAMI-DADE COUNTY TOTALING $300,000.00, 2.5% GROSS REVENUE PER ANNUM FOR THE TERM OF THE LEASE, 28% OF CASH FLOW AFTER DEBT SERVICE, AND AN AMOUNT EQUAL TO 2.5% OF THE INCOME FROM RETAIL SUBTENANTS; AND AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE SUCH GROUND LEASE TO PROVIDE SITE CONTROL, TO EXERCISE ANY CANCELLATION AND RENEWAL PROVISIONS, TO EXERCISE ALL OTHER RIGHTS CONTAINED THEREIN, TO CONSENT TO CORNERSTONE GROUP PARTNERS, LLC EXECUTION OF ANY SUB-GROUND LEASES, AS MAY BE NECESSARY, AND TO CONSENT TO AN ASSIGNMENT AND ACCEPTANCE AGREEMENT BETWEEN CORNERSTONE AND OKEECHOBEE LEASE HOLDINGS, LLC

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

Section 2. This Board approves the award of development rights through a 75-year ground lease (�Lease�) to Cornerstone Group Partners, LLC or its subsidiaries (�Cornerstone�) of the County property with lease payments in an amount equal to $100,000.00 per each residential tower for a total amount of $300,000.00, 2.5% gross revenue per annum for the term of the Lease, 28% of cash flow after debt service, and an amount equal to 2.5% of the income from retail subtenants, for the purpose of designing and building a mixed-use housing and commercial transit-oriented development located at the Okeechobee Transit Village called the Metro Grande Apartment Homes (�Metro Grande Site�).

Section 3. This Board authorizes the County Mayor or the County Mayor�s designee to execute the Lease with Cornerstone or its subsidiaries, subject to the County Attorney�s Office�s approval, in substantially the form attached hereto as Exhibit 1 and incorporated herein by reference, in order to provide Cornerstone with site control of the Metro Grande Site as required by Florida Housing Finance Corporation�s (�FHFC�) requirements for Low-Income Housing Tax Credits applications. This Board further authorizes the County Mayor or the County Mayor�s designee to exercise the termination, cancellation, and renewal provisions in accordance with the terms and conditions of the Lease. Notwithstanding the foregoing delegated authority to the County Mayor or the County Mayor�s designee, the Lease shall terminate in the event Cornerstone fails to close on all financing for the project no later than September 30, 2020. This Board also authorizes the County Mayor or the County Mayor�s designee to make any additional amendments to the Lease, as may be required to meet the requirements of FHFC, including but not limited to amending the Lease to increase or decrease the number of elderly residential units after consulting with the district commissioner.

Section 4. This Board authorizes the County Mayor or the County Mayor�s designee�s, at their sole option, to consent to Cornerstone executing sub-ground leases as may be necessary.

Section 5. This Board authorizes the County Mayor or the County Mayor�s designee, subject to the County Attorney�s Office�s approval, to consent to an Assignment and Acceptance Agreement between Cornerstone and Okeechobee Lease Holdings, LLC, in substantially the form attached hereto as Exhibit 2 and incorporated herein by reference.

Section 6. This Board directs the County Mayor or the County Mayor�s designee to provide to the Property Appraiser�s Office with an executed copy of the ground lease(s) and operating agreement(s), if any, within 30 days of their execution.

Section 7. This Board directs the County Mayor or the County Mayor�s designee to ensure that proper signage is placed at the Metro Grande Site identifying the County�s name and the name of the district commissioner.

Section 8. This Board directs the County Mayor or the County Mayor�s designee, pursuant to Resolution No. R-974-09, to record in the public record all ground leases, 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 30 days of execution and final acceptance. This Board also 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.

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Date:

To: Honorable Chairman Esteban Bovo, Jr.
and Members, Board of County Commissioners

From: Carlos A. Gimenez
Mayor

Subject: Resolution Awarding Ground Lease to Cornerstone Group Partners, LLC or its Subsidiaries for the Construction of a Mixed-Use and Transit-Oriented Development at the Okeechobee Transit Site and Authorizing Execution of a Ground Lease to Provide Site Control

STAFF RECOMMENDATION
Recommendation
It is recommended that the Board of County Commissioners (Board) adopt the attached resolution to:

1. Approve the award, in accordance with Request for Proposal (RFP) 2016-01, of development rights through a 75-year ground lease (Lease) to Cornerstone Group Partners, LLC or its subsidiaries (Cornerstone) for the purpose of designing and building a Transit-Oriented Development named the Metro Grande Apartment Homes at the Okeechobee Transit Village on the south parcel of the Okeechobee Metrorail Station at 2005 West Okeechobee Road, Hialeah, Florida 33010 (Metro Grande Site) with a lease payment of $100,000.00 per tower for a total of $300,000.00, 2.5% gross revenue per annum for the term of the Lease, 28% of cash flow after debt service, and an amount equal to 2.5% of the income from Retail Subtenants;

2. Authorize the County Mayor or the County Mayor�s designee to execute the Lease with Cornerstone or its subsidiaries, subject to the County Attorney�s Office�s approval in order to provide Cornerstone with site control of the Metro Grande Site as required by Florida Housing Finance Corporation�s (FHFC) requirements for Low-Income Housing Tax Credits applications;

3. Authorize the County Mayor or the County Mayor�s designee to exercise the termination, cancellation, and renewal provisions in accordance with the terms and conditions of the Lease, including but not limited to termination of the Lease in the event Cornerstone fails to close on all financing for the project no later than September 30, 2020;

4. Authorize the County Mayor or the County Mayor�s designee to make any additional amendments to the Lease, as may be required to meet the requirements of FHFC, including but not limited to amending the Lease to increase or decrease the number of elderly residential units after consulting with the district commissioner;
5. Authorize the County Mayor or the County Mayor�s designee�s, at their sole option, to consent to Cornerstone executing sub-ground leases as may be necessary; and
6. Authorize the County Mayor or the County Mayor�s designee to consent, subject to the County Attorney�s approval, to an Assignment and Acceptance Agreement between Cornerstone and Okeechobee Lease Holdings, LLC.


CONTRACT NO: To be determined upon contract execution.

CONTRACT TITLE: The Lease between Miami-Dade County and Cornerstone (See Exhibit 1 to the attached resolution).
METHOD OF AWARD: Cornerstone was selected pursuant to Request for Proposal No. 2016-01.
DESCRIPTION: Cornerstone will execute the Lease required by the Federal Transit Administration (FTA), the Florida Department of Transportation (FDOT), and the County to demonstrate site control. Cornerstone will pay the County under the ground lease, an amount equal to (a) $100,000.00 per tower for a total of $300,000.00, which shall be paid upon closing of construction financing of each tower; (b) the County will receive 2.5% of effective gross revenue per annum for the term of the lease; c) the County will receive 28% of cash flow after debt service, and; d) the County will receive an amount equal to 2.5% of the income from Retail Subtenants. All rent requirements are outlined in Exhibit 1, Section 3.1, attached hereto.
TERM: The Lease term is 75 years. However, in the event Cornerstone fails to meet the established Financing Date, which is no later than September 30, 2020, Cornerstone agrees to terminate the Lease and will surrender any and all interest back to the County.

COUNTY FUNDING SOURCE: There is no fiscal impact to the County related to general funds. Cornerstone may also compete for HOME Investment Partnerships (HOME) Program, Community Development Block Grant or Documentary Stamp Surtax funding for the affordable housing component of the project.
PERFORMANCE DATA: There are no known performance issues with the recommended firm.

COMPLIANCE DATA: There are no known compliance issues with the recommended firm.

CONTRACT MEASURES: Not Applicable.

LIVING WAGE: Applicable where permitted by funding source. Davis-Bacon may also apply.

DAVIS BACON WAGE: Applicable where permitted by funding source.

USER ACCESS PROGRAM: Not Applicable.

LOCAL PREFERENCES: Not Applicable.

DELEGATED AUTHORITY: Upon approval of the attached resolution, the County Mayor or the County Mayor�s designee will be authorized to execute the Lease with Cornerstone to provide site control of the Metro Grande Site, to exercise termination, cancellation, and renewal provisions in accordance with the terms and conditions of the Lease, to consent, at the County Mayor or the County Mayor�s designee�s sole option, to Cornerstone�s execution of sub-ground leases as may be necessary, and to consent to an Assignment and Acceptance Agreement between Cornerstone and Okeechobee Lease Holdings, LLC (Exhibit 2).
USING/MANAGING AGENCY: Public Housing and Community Development (PHCD) and Department of Transportation and Public Works (DTPW).

SCOPE: The proposed Metro Grande Site is located on 2005 West Okeechobee Road, Hialeah, Florida 33010, in District 13 represented by Chairman Esteban Bovo, Jr.

TRACK RECORD/MONITORING: Michael Liu, Director of PHCD, and Alice Bravo, Director of DTPW, will monitor all activities associated with this project.

Background
Cornerstone is an integrated real estate firm, providing development, construction, and property management services throughout Florida, with a particular focus on South Florida. Established in 1993, it has developed and built approximately 20,000 residential units throughout the state, and still owns and manages approximately 15,000 residential units, over 5,000 of which are located in Miami-Dade County.

The Okeechobee Transit-Oriented Mixed-Development Request for Proposal (RFP) sought the creation, through a ground lease, of a mixed-use, multi-family transit-oriented development consisting of approximately 250 units of affordable housing, inclusive of 98 elderly residential units, a park-and-ride garage and/or resident parking spaces exclusively for transit users, a covered walkway from garage to the existing Metrorail shelter, a �Kiss and Ride� area, and 10,000 square feet of retail/office space. The development would be constructed on approximately 3.49 acres of County-owned land located at 2005 West Okeechobee Road in Hialeah, Florida. The site is bound by the Hialeah Expressway/State Road 934 on the north, industrial warehouses on the east and south, and Okeechobee Road/Highway 27 on the west. The Metro Grande Site is within Census Tract 7.12.

The project purpose serves the longstanding policy of the Board to increase the supply of affordable and workforce housing, especially along the transit corridor. Studies have shown that, by increasing the supply of housing along the transit corridor, there will be an increase in transit ridership, new affordable and workforce housing opportunities, and greater access to job opportunities for the residents of Miami-Dade County.

On September 7, 2016, RFP 2016-01 was advertised and made available for distribution. A Pre-Proposal Conference was held to discuss the RFP requirements on September 16, 2016. The deadline for receipt of proposals was extended until December 9, 2016. Three proposals were received from Cornerstone, Related Urban Development Group, LLC (RUDG), and Atlantic Pacific Communities, LLC (APC). An Evaluation Selection Committee appointed by the County Mayor scored Cornerstone with an aggregate score of 85.6, RUDG with an aggregate score of 83, and APC with an aggregate score of 82. Thereafter, the County Mayor recommended that the County enter into negotiations with Cornerstone. On September 20, 2018, RUDG filed a bid protest. A hearing was scheduled before a hearing examiner on October 15, 2018. However, on October 12, 2018, RUDG informed the County in writing that they were withdrawing their bid protest.

The Metro Grande Site will consist of three eight-story high-rise towers (Metro Grande I, II, and III) (Project), to be built in phases, and will contain 286 mixed-income units. Among other features, the Project will include housing for all income levels, from extremely low-income up to market rate units, inclusive of approximately 202 elderly housing units (or increase or decrease such number as the County may approve), workforce housing, and approximately 10,000 square feet of retail space. The Project will include units set aside for tenants who receive Section 8 Project-Based Vouchers (PBV) from the Hialeah Housing Authority.

Metro Grande I will consist of approximately 108 residential units, Metro Grande II will consist of approximately 94 units, and Metro Grande III will consist of 84 mixed-income family units. Each unit will be constructed with energy efficient appliances and other amenities. Metro Grande I will also include approximately 3,850 square feet of storefront retail space and approximately 4,730 square feet for common area space and amenities including a business center, library, social room, as well as other amenities; Metro Grande II will also include approximately 3,580 square feet of retail space and approximately 5,000 square feet of common space and amenities; and Metro Grande III will include approximately 3,065 square feet of storefront retail space and approximately 8,300 square feet of common space including a social room, internet caf�, fitness center and a kid�s activity room. Parking garages may be constructed for each tower.

As requested in the RFP, a �Kiss and Ride� area will be built near the north end of the Metrorail, as well as pedestrian and bicycle paths in order to facilitate close access to transit. Additionally, the development will include required Crime Prevention through Environmental Design (CPTED) features, as well as Green Certification for energy efficient appliances and amenities as required by County Ordinance No. 07-65.

As required by FTA, on June 13, 2018, the County submitted the Lease to the FTA for its approval. On August 1, 2018, the Lease was approved by the FTA. A copy of FTA�s approval is attached to the resolution as Exhibit 3. In addition, the background information on the property required by Resolution No. R-376-11 is attached hereto as Attachment A.


Attachments





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Maurice L. Kemp
Deputy Mayor