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RESOLUTION APPROVING THE FIRST AMENDMENT TO JOINT DEVELOPMENT AGREEMENT WITH OUT OF FOSTER FOUNDATION, INC. AND RES-DES PALMETTO, LLC FOR PALMETTO STATION TRANSIT-ORIENTED DEVELOPMENT PROJECT; APPROVING PHASE I GROUND LEASE AGREEMENT; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE SAME AND EXERCISE ALL RIGHTS CONTAINED THEREIN, INCLUDING TERMINATION AND RENEWAL; APPROVING REVISED MASTER PLAN AND PROJECT SCHEDULE; AUTHORIZING EXECUTION OF FUTURE ANCILLARY AGREEMENTS AND RELATED DOCUMENTS; AND AUTHORIZING ALL ACTIONS NECESSARY TO IMPLEMENT THE PROJECT

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WHEREAS, Miami-Dade County (the �County�), through the Department of Transportation and Public Works (�DTPW�), owns certain real property surrounding and adjacent to the Palmetto Metrorail Station (the �Palmetto Station Property�); and
WHEREAS, on September 1, 2022, this Board adopted Resolution No. R-831-22 approving that certain Joint Development Agreement for the Palmetto Station Property (the �Development Agreement�) pursuant to Section 125.379, Florida Statutes, for the development of a mixed-use transit-oriented development project consisting of workforce and affordable housing, transit-supportive infrastructure, structured parking facilities, commercial uses, and related public improvements; and


WHEREAS, the Development Agreement originally contemplated a development structure whereby Out of Foster Foundation, Inc., formerly known as MagicWaste Youth Foundation, Inc. (�Foundation�), would serve as the primary developer under the Development Agreement, with RES-DES Palmetto, LLC serving as development partner and major sublessee; and
WHEREAS, during implementation of the Project and in connection with institutional lender underwriting, financing review, and predevelopment activities, the parties determined that the original subleasehold and operating structure materially constrained the ability to secure commercially reasonable financing for the Project; and
WHEREAS, the proposed First Amendment to the Development Agreement restructures the Project to permit the Developer and its affiliated entities to enter directly into ground leases with the County for each Project phase while preserving the Foundation�s role relating to youth housing operations and community-oriented programming; and
WHEREAS, the proposed amendments are intended to improve the financeability, constructability, operational efficiency, and long-term deliverability of the development while preserving and enhancing the County�s public objectives relating to workforce housing, transit-oriented development, structured transit parking, and activation of County-owned transit-adjacent property; and
WHEREAS, the proposed First Amendment revises the Project phasing structure, modifies the Master Plan and Project Schedule, restructures the parking facility ownership and operational framework, and authorizes development of the Project in two required phases together with an optional future third phase; and
WHEREAS, as amended, the Project will include a minimum of 929 workforce and community housing units, together with an optional future phase containing a minimum of 212 additional community housing units; and
WHEREAS, the development will include workforce housing units, military housing units, transit operator housing units, youth housing units, community-oriented commercial space, community office space, station improvements, structured parking facilities, transit-supportive infrastructure, and related public improvements; and
WHEREAS, the development will preserve a minimum of 550 dedicated transit-user parking spaces for the exclusive use of DTPW and patrons utilizing the Palmetto Metrorail Station; and
WHEREAS, the proposed amendments provide that the parking facilities will be constructed, owned, operated, and maintained by the Developer or applicable leasehold tenant at no cost to the County, while preserving DTPW�s exclusive operational rights to the dedicated transit-user parking spaces; and
WHEREAS, the development is expected to generate substantial public benefits, including long-term workforce and affordable housing adjacent to high-capacity transit infrastructure, enhanced pedestrian connectivity, transit-supportive economic activity, structured replacement parking, increased transit ridership opportunities, and activation of underutilized County-owned property; and
WHEREAS, the County will receive lease revenues and other economic consideration pursuant to the proposed agreements while incurring no responsibility for vertical construction costs, parking facility construction costs, financing obligations, or operational expenses associated with the Project,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that:
Section 1. This Board incorporates and approves the foregoing recitals as if fully set forth herein.
Section 2. This Board finds that the Project and the agreements approved herein serve valid public purposes, including but not limited to advancement of transit-oriented development, workforce and affordable housing production, enhancement of transit-supportive infrastructure, activation of County-owned land, promotion of transit ridership, enhancement of mobility opportunities, and economic development within Miami-Dade County.
Section 3. This Board approves the First Amendment to the Joint Development Agreement for the Palmetto Station Transit-Oriented Development Project between Miami-Dade County, Out of Foster Foundation, Inc., and RES-DES Palmetto, LLC, in substantially the form attached hereto.
Section 4. This Board approves the revised Master Plan and revised Project Schedule associated with the Project as set forth in the First Amendment to the Development Agreement.
Section 5. This Board approves the Phase I Ground Lease Agreement between Miami-Dade County and Palmetto Crossings, LLC, in substantially the form attached hereto.
Section 6. This Board authorizes the County Mayor or County Mayor�s designee to execute the First Amendment to the Development Agreement and the Phase I Ground Lease Agreement, to execute all ancillary agreements and documents contemplated thereby, and to exercise all rights, remedies, termination provisions, extension provisions, consent rights, and other provisions contained therein.
Section 7. This Board further authorizes the County Mayor or County Mayor�s designee to execute and deliver future ancillary documents, amendments, estoppels, parking agreements, recognition agreements, subordination agreements, memoranda of lease, easements, consents, certificates, amendments to schedules and exhibits, and other documents necessary to effectuate the intent of the agreements approved herein, subject to review and approval by the County Attorney�s Office for legal sufficiency.
Section 8. This Board authorizes the County Mayor or County Mayor�s designee to take all actions necessary to implement the Project and the agreements approved herein.
Section 9. The County Mayor or County Mayor�s designee shall provide a copy of each fully executed agreement approved herein to the Property Appraiser�s Office and the Clerk of the Board within 30 days of execution in accordance with Resolution No. R-791-14.
Section 10. This Board directs the County Mayor or County Mayor�s designee, pursuant to Resolution No. R-974-09, to cause to be recorded in the public record the lease agreement, or memorandum of lease agreement, covenants, reverters and mortgages creating or reserving a real property interest in favor of the County and to provide a copy of such recorded instruments to the Clerk of the Board within 30 days of execution and final acceptance. This 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.