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RESOLUTION APPROVING OF AND AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE (1) IN ACCORDANCE WITH SECTION 125.35, FLORIDA STATUTES, A 99-YEAR AMENDED AND RESTATED GROUND LEASE WITH THE GALLERY AT LUMMUS PARC, LLC., A FLORIDA LIMITED LIABILITY COMPANY AND AN AFFILIATE OF RUDG, LLC FOR AN APPROXIMATE TOTAL AMOUNT OF $899,500.00, FOR THE RENTAL ASSISTANCE DEMONSTRATION (RAD) CONVERSION AND REDEVELOPMENT OF THE GALLERY AT LUMMUS PARC; AND (2) A CONSULTING AGREEMENT BETWEEN MIAMI-DADE COUNTY, GALLERY AT LUMMUS PARC DEVELOPER, LLC, GALLERY AT LUMMUS PARC MANAGER, LLC, FLORIDA LIMITED LIABILITY COMPANIES AND AFFILIATES OF RUDG, LLC, IN THE APPROXIMATE TOTAL AMOUNT OF $354,566,874.00; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO NEGOTIATE AND EXECUTE A 99-YEAR AMENDED AND RESTATED GROUND LEASE WITH THE RESIDENCES AT LUMMUS PARC, LLC AND A CONSULTING AGREEMENT BETWEEN THE COUNTY, RESIDENCES AT LUMMUS PARC DEVELOPER, LLC, RESIDENCES AT LUMMUS PARC MANAGER, LLC, FLORIDA LIMITED LIABILITY COMPANIES AND AFFILIATES OF RUDG, LLC RELATED TO THE RAD CONVERSION AND REDEVELOPMENT OF THE SECOND PHASE OF THE PROJECT KNOWN AS RESIDENCES AT LUMMUS PARC WITHOUT FURTHER APPROVAL OF THE BOARD; AND AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXERCISE ALL PROVISIONS CONTAINED IN SUCH AGREEMENTS

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WHEREAS, the County is in the process of redeveloping its public housing sites through the United States Department of Housing and Urban Development�s (�HUD�) Rental Assistance Demonstration (�RAD�) program, which is a federal program that allows public housing authorities to convert public housing to the more financially stable Section 8 project-based funding model; and
WHEREAS, through the RAD conversion process public housing authorities modernize their public housing units by leveraging additional financing from public and private sources; and
WHEREAS, additionally, through RAD, 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; and
WHEREAS, the County has obtained a portfolio award from HUD which will allow the County to redevelop 7,718 of its existing public housing units through the RAD conversion process; and
WHEREAS, on September 1, 2022, this Board adopted Resolution No. R-809-22, which awarded development rights to RUDG, LLC (�RUDG�) through a master development agreement for the redevelopment of a County-owned property, which is located at 395 NW 1st Street and 25 NW River Drive in Miami, Florida, with a project known as the Gallery at Lummus Parc (�Project�); and
WHEREAS, Resolution No. R-809-22 also authorized the County Mayor or County Mayor�s designee to execute a 75-year ground lease (�Original Lease�) with RUDG�s affiliate, the Gallery at Lummus Parc, LLC, a Florida limited liability company (�Phase 1 Tenant�); and
WHEREAS, the Project will consist of 439 affordable, workforce, and market rate housing units, which will be located in two building towers; and
WHEREAS, on July 16, 2024, this Board adopted Resolution No. R-696-24, which, in part, authorized the County Mayor or County Mayor�s designee to take all necessary actions to seek HUD�s approval to amend the County�s RAD portfolio award to transfer the subsidy from Harry Cain public housing development, inclusive of 80 of the 154 RAD units, to the Project; and
WHEREAS, on September 30, 2025, HUD approved the County�s request to transfer the RAD units; and
WHEREAS, the redevelopment of the Project will continue to support the County�s effort to meets its goal of meeting its obligations under the RAD program; and
WHEREAS, RUDG, through the Phase 1 Tenant, has represented to the County that it intends to apply to Florida Housing Finance Corporation (�FHFC�) for a real estate tax exemption of the property under section 196.19782, Florida Statutes; and
WHEREAS, however, in order to apply, FHFC requires that the term of the lease must coincide with the term of the FHFC�s land use restriction agreement, which will be 99 years; and
WHEREAS, RUDG has also represented to the County that it wishes to develop the Project in two phases, which will be known as the Gallery at Lummus Parc (�Phase 1�) and Residences at Lummus Parc (�Phase 2�); and
WHEREAS, accordingly, RUDG has requested that the County agree to amend and restate the Original Lease through the execution of an Amended and Restated Ground Lease between the County and Phase 1 Tenant (�Phase 1 Lease�), with a term of 99 years; and
WHEREAS, the Phase 1 Lease is attached hereto as Attachment �A� and incorporated herein by reference; and
WHEREAS, through this phased approach, RUDG has represented that each tower will be owned by two affiliates of RUDG, i.e., the Phase 1 Tenant and the Residences at Lummus Parc, LLC (�Phase 2 Tenant�); and
WHEREAS, Phase 1 will consist of approximately 257 affordable, workforce, and market rate housing units, a parking garage with approximately 195 parking spaces; and
WHEREAS, additionally, in accordance with Resolution No. 696-24, 57 of the 80 RAD units from Harry Cain will be transferred to Phase 1; and
WHEREAS, RUDG has represented to the County that Phase 2 will consist of approximately 182 units, including the remaining 23 RAD units that are being transferred from Harry Cain; and
WHEREAS, RUDG does not propose to reduce the total number of units or the amount of revenue the County will receive related to the construction of the Project, inclusive of Phase 1 and Phase 2; and
WHEREAS, in addition to the extension of the lease term, RUDG has requested that the County agree to further amend the Original Lease to incorporate provisions requested by RUDG�s lenders and investors, such as ensuring that such lenders and investors have certain cure and notice rights in the event Phase 1 Tenant fails to comply with the terms of the Phase 1 Lease; and
WHEREAS, RUDG further wishes to amend the rental terms set forth in the Original Lease to facilitate some of the payments to the County through a consulting agreement rather than through the Phase 1 Lease; and
WHEREAS, accordingly, through the Phase 1 Lease the County will receive a one-time capitalized lease payment in the amount of $899,500.00, which will be paid at the financial closing of Phase 1; and
WHEREAS, accordingly, RUDG has also requested that the County execute a consulting agreement between the County, Gallery at Lummus Parc Developer, LLC (�Developer�), and Gallery at Lummus Parc Manager, LLC (�Manager�), both of which are Florida limited liability companies and affiliates of RUDG (�Phase 1 Consulting Agreement�); and
WHEREAS, a copy of the Consulting Agreement is attached hereto as Attachment �B� and incorporated herein by reference; and
WHEREAS, the Phase 1 Consulting Agreement requires that the Developer shall pay the County (i) 31 percent of any development fee (estimated to be $18,944,581.00) received from the Phase 1 Tenant, for a total estimated amount of $5,872,820.00; and (ii) a stabilization fee in the estimated amount of $125,000.00 to be paid to the County within 30 days after the Developer receives the payment of the portion of the development fee relating to the lease up of the Phase 1 and the closing of any applicable permanent financing for Phase 1; and
WHEREAS, the Phase 1 Consulting Agreement further requires the Manager to pay the County an asset management fee as follows: (i) beginning the earlier of the tenth year after construction completion of the Phase 1 or the first year of positive cash flow after full payment of the deferred development fee, if any, $20,000.00 per annum, (ii) beginning the earlier of the tenth year after construction completion of the Phase 1 or the first year of positive cash flow after full payment of the deferred development fee, if any, 16.5 percent of the cash flow distributions received from the Phase 1 Tenant by the Manager; and (iii) 30 percent of the capital transactions proceeds distributions received from the Phase 1 Tenant by the Manager other than capital transactions proceeds distributions relating to a transaction where the County is the purchasing entity; and
WHEREAS, the total estimated amount that the County anticipates receiving under the Phase 1 Consulting Agreement is $354,566,874.00 for Phase 1; and
WHEREAS, the County and Phase 2 Tenant intend to execute a separate 99-year amended and restated ground lease (�Phase 2 Lease�) and consulting agreement (�Phase 2 Consulting Agreement�) related to Phase 2; and
WHEREAS, the Phase 2 Lease and Phase 2 Consulting Agreement will be on similar terms and conditions as the Phase 1 Lease and Phase 1 Consulting Agreement; provided, however, that the capitalized lease payment and consulting fees will be calculated based on the total number of dwelling units in Phase 2, i.e. 182 units; and
WHEREAS, in an effort to expedite the construction of the Project, this Board wishes to: (i) approve the terms of the Phase 1 Lease and Phase 1 Consulting Agreement and authorize the County Mayor or County Mayor�s designee to execute same; and (ii) authorize the County Mayor or County Mayor�s designee to negotiate and execute the Phase 2 Lease with Phase 2 Tenant, and Phase 2 Consulting Agreement with RUDG�s affiliates, Residences at Lummus Parc Developer, LLC, and Residences at Lummus Parc Manager, LLC without further approval of this Board,
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. In accordance with section 125.35, Florida Statutes, this Board authorizes the County Mayor or the County Mayor's designee to execute the Amended and Restated Ground Lease (�Phase 1 Lease�) between Miami-Dade County and the Gallery at Lummus Parc, LLC, a Florida limited liability company and an affiliate of RUDG, LLC (�Phase 1 Tenant �), with a one-time capitalized lease payment of $899,500.00, in substantially the form attached hereto as Attachment �A� and incorporated herein by reference, for the redevelopment of the Gallery at Lummus Parc (�Phase 1�). This Board further authorizes the County Mayor or County Mayor�s designee to exercise certain provisions contained in the lease, including, but not limited to, (a) reviewing and approving documents, plans, applications, lease assignments and requests required or allowed by the Phase 1 Tenant to be submitted to the County pursuant to the lease; (b) consenting or agreeing to actions, events, and undertakings by the Phase 1 Tenant or extensions of time periods for which consent or agreement is required by the County, including, but not limited to, extending the date by which the commencement date must occur, or granting extensions of time for the performance of any obligation by the Phase 1 Tenant; (c) executing any and all documents on behalf of the County necessary or convenient to the foregoing approvals, consents, and appointments; (d) assisting the Phase 1 Tenant with and executing on behalf of the County any applications or other documents, needed to comply with applicable regulatory procedures and to secure financing, entitlements, permits or other approvals to accomplish the construction of any and all improvements related to the project; (e) executing non-exclusive utility easements for the provision of utility services, subject to the following conditions: (i) the conveyance of any easements complies with the Board�s Resolution No. R-504-15, which establishes the County policy of minimizing the negative aesthetic impact to the public created by the installation of utility lines and equipment on County-owned property, (ii) the easement(s) is no larger in size or scope than is necessary for the construction, operation and maintenance of such utilities to service the project site located thereon; and (iii) the easement does not allow the grantee of the easement to grant access to the easement to any other entity or individual other than the grantee: (f) 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; (g) amending the lease and any subleases (and related recognition and non-disturbance agreements) 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; (h) executing subleases with qualified assignees, including any amendments, extensions, and modifications thereto, and/or the lease bifurcation documents contemplated in the lease; and (i) executing recognition and non-disturbance agreements and issue estoppel statements.
Section 3. This Board approves of and authorizes the County Mayor or County Mayor�s designee to execute a Consulting Agreement (�Phase 1 Consulting Agreement�) between the County, Gallery at Lummus Parc Developer, LLC, and Gallery at Lummus Parc Manager, LLC, both of which are Florida limited liability companies and affiliates of RUDG, in substantially the form attached hereto as Attachment �B� and incorporated herein by reference, through which the County will be paid an amount estimated to be $354,566,874.00 for consulting services. This Board further authorizes the County Mayor or County Mayor�s designee to exercise all provisions contained therein.
Section 4. This Board further authorizes the County Mayor or County Mayor�s designee to negotiate and execute a 99-year amended and restated ground lease between the County and Residences at Lummus Parc, LLC, a Florida limited liability company and an affiliate of RUDG (�Phase 2 Lease�), in generally the form attached hereto as Attachment �A�, related to the construction of the second phase of the Project to be known as Residences at Lummus Parc (�Phase 2�), and to exercise all provisions contained therein, inclusive of the those terms described in section 2 of this resolution, without further approval of the Board. Such Phase 2 Lease shall be on the same terms and conditions as set forth in the Phase 1 Lease, provided, however, that the capitalized lease payment paid to the County will be calculated based on the total number of dwelling units in Phase 2, i.e. 182 units.
Section 5. This Board further authorizes the County Mayor or County Mayor�s designee to negotiate and execute a consulting agreement between the County and RUDG�s affiliates, Residences at Lummus Parc Developer, LLC and Residences at Lummus Parc Manager, LLC (�Phase 2 Consulting Agreement�), in generally the form attached hereto as Attachment �B,� related to the consulting services provided to the County to such affiliates, and to exercise all provisions contained therein without further approval of this Board. Such Phase 2 Consulting Agreement shall be on the same terms and conditions as set forth in the Phase 1 Consulting Agreement, provided, however, that the consulting fees will be calculated based on the total number of dwelling units in Phase 2, i.e. 182 units.
Section 6. This Board directs the County Mayor or County Mayor�s designee to provide a copy of the Phase 1 Lease, the Phase 2 Lease or similar instruments to the Property Appraiser�s Office.
Section 7. The County Mayor or County Mayor�s designee, pursuant to Resolution No. R-974-09, shall 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. 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.