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RESOLUTION AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR'S DESIGNEE TO SUBMIT AN AMENDMENT TO MIAMI-DADE COUNTY�S DISPOSITION AND/OR DEMOLITION APPLICATIONS OR RENTAL ASSISTANCE DEMONSTRATION PROGRAM (RAD) PORTFOLIO AWARD REQUEST TO THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) FOR APPROVAL FOR THE PROJECT KNOWN AS THE GALLERY AT WEST BRICKELL, IF NEEDED, TO PERMIT RUDG, LLC OR ITS SUBSIDIARY, THE GALLERY AT WEST BRICKELL, LLC, TO CONSTRUCT A THIRD PHASE OF THE JOE MORETTI REDEVELOPMENT PROJECT TO BE KNOWN AS THE GALLERY AT WEST BRICKELL, TO EXECUTE A MASTER DEVELOPMENT AGREEMENT, EXECUTE, IN ACCORDANCE WITH SECTION 125.35, FLORIDA STATUTES, A 75-YEAR GROUND LEASE AND RELATED DOCUMENTS WITH AN ANNUAL RENTAL AMOUNT EQUAL TO 16.5 PERCENT OF THE AVAILABLE (NET) CASH FLOW, AND A ONE-TIME CAPITALIZED LEASE PAYMENT OF $1,627,500.00 FOR A TOTAL OF APPROXIMATELY $322,695,661.00, EXECUTE A SUB-GROUND LEASE(S) AND RELATED DOCUMENTS, EXERCISE ALL PROVISIONS CONTAINED IN THESE AGREEMENTS, INCLUDING, BUT NOT LIMITED TO, TERMINATION, TECHNICAL AMENDMENT, AND MODIFICATION PROVISIONS, EXECUTE JOINDERS AND CONSENTS AND NON-DISTURBANCE AGREEMENTS TO EASEMENT AGREEMENT BETWEEN JOE MORETTI PRESERVATION PHASE ONE, LLC AND THE GALLERY AT WEST BRICKELL, LLC, AND AN ACCESS, EASEMENT AND PARKING AGREEMENT BETWEEN THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA AND THE GALLERY AT WEST BRICKELL, LLC, FOR THE PURPOSE OF GRANTING NON-EXCLUSIVE EASEMENTS TO THESE ENTITIES AND THE RESIDENTS TO AMONG OTHER THINGS ALLOW THEM TO HAVE VEHICULAR AND PEDESTRIAN ACCESS TO SIDEWALKS, WALKWAYS, UTILITIES AND PARKING, AND EXECUTE ALL NECESSARY AMENDMENTS TO EXISTING AGREEMENTS, NEW AGREEMENTS, AND ALL OTHER DOCUMENTS RELATED TO THE PROJECT THAT MAY BE REQUIRED BY HUD; AND WAIVING THE REQUIREMENTS OF RESOLUTION NO. R-130-06

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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 recital and accompanying memorandum are incorporated in this resolution and are approved.

Section 2. This Board authorizes the County Mayor or County Mayor's designee, if necessary, to submit an amendment to Miami-Dade County�s (�County�) disposition and/or demolition application or Rental Assistance Demonstration program (RAD) portfolio award request to the United States Department of Housing and Urban Development (�HUD�) for it�s approval to permit RUDG, LLC (�RUDG�) or its subsidiary, The Gallery at West Brickell, LLC (collectively referred to as �Related Urban Development Group�), to construct a third phase of the Joe Moretti redevelopment project to be known as The Gallery at West Brickell.

Section 3. In accordance with section 125.35, Florida Statutes, and subject to HUD�s approval, this Board authorizes the County Mayor or County Mayor's designee to execute a 75-year ground lease with Related Urban Development Group with an annual rental amount equal to 16.5 percent of the available (net) cash flow that is distributable by the tenant to its manager entity, and a one-time capitalized lease payment of $1,627,500.00 for an approximate total of $322,695,661.00 in substantially the form attached hereto as Attachment �A� and incorporated herein by reference. This Board further authorizes the County Mayor or County Mayor�s designee to execute a sub-ground lease(s). This Board further authorizes the County Mayor or County Mayor�s designee to exercise certain provisions contained in the ground lease and sub ground lease(s) that are not reserved by the Board, including, but not limited to, termination, technical amendment, and modification provisions.

Section 4. This Board further authorizes the County Mayor or County Mayor�s designee to execute a master development agreement between the County and RUDG, in substantially the form attached as Attachment �B� and incorporated herein by reference, and to exercise certain provisions contained therein, including, but not limited to, termination, technical amendment, and modification provisions, subject to HUD�s approval, if required.

Section 5. This Board further authorizes the County Mayor or County Mayor�s designee to execute the joinders and consents to the Easement Agreement between Joe Moretti Preservation Phase One, LLC and The Gallery at West Brickell, LLC, in substantially the form attached hereto as Attachment �C� and incorporated herein by reference, for the purpose of granting non-exclusive easements to these entities and the residents vehicular and pedestrian access to sidewalks, walkways, utilities and parking in a multi-story garage all of which will be located within The Gallery at West Brickell project.

Section 6. This Board further authorizes the County Mayor or County Mayor�s designee to execute the joinder as mortgagee and consent and non-disturbance agreement to an access, easement and parking agreement between The Gallery at West Brickell, LLC and the School Board of Miami-Dade County, Florida (the �School Board�), in substantially the form attached hereto as Attachment �D� and incorporated herein by reference, for the purpose of granting the School Board, a non-exclusive easement, and vehicular and pedestrian access to sidewalks, walkways, utilities and approximately 59 parking spaces in the multi-story garage all of which will be located within The Gallery at West Brickell project. The County Mayor or County Mayor�s designee shall only execute the joinder and consent upon the approval of the easement agreement by the School Board.

Section 7. This Board also authorizes the County Mayor or County Mayor�s designee to execute all necessary amendments to existing agreements, new agreements, and all other documents related to the Gallery at West Brickell project that may be required by HUD.

Section 8. This Board also authorizes the County Mayor or County Mayor�s designee to execute all necessary joinders and consents to allow Related Urban Development Group to invest proceeds received from the RAD refinancing transactions previously approved in accordance with Resolution No. R-1059-19 for the benefit of the Gallery at West Brickell project.

Section 9. This Board hereby waives the requirements of Resolution No. R-130-06, which requires that all contracts must be fully negotiated and executed by a non-County party, as neither the County nor Related Urban Development Group can execute any agreements, other than the ground lease and master development agreement, that must be approved by HUD.

Section 10. This Board directs the County Mayor or County Mayor�s designee to provide an executed copy of the ground lease and sub-ground lease(s) to the Property Appraiser�s Office pursuant to Resolution No. R-791-14.

Section 11. This Board directs the County Mayor or County Mayor�s designee, pursuant to Resolution No. R-974-09, to record in the public record the ground lease, sub-ground lease(s), or memorandum of ground lease or sub-ground lease(s), 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.

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Date: To: Chairman Jose �Pepe� Diaz
and Members, Board of County Commissioners From: Daniella Levine Cava
Mayor
Subject: Amendment to Joe Moretti Phase One Demolition/Disposition Application
or Submission of an Appropriate Department of Housing and Urban
Development (HUD) Rental Assistance Demonstration program (RAD) Request
for Approval for the Project Known as The Gallery at West Brickell,
and Execution of Master Development Agreement, Ground Lease, Joinders
and Consents to Easement Agreements, and or Other Related Agreements
and Documents for Review and Approval

STAFF RECOMMENDATION
Recommendation
It is recommended that the Board of County Commissioners ("Board"):
1) Authorize the County Mayor or the County Mayor's designee, if necessary, to submit an amendment to Miami-Dade County�s (�County�) disposition and/or demolition application or Rental Assistance Demonstration program (RAD) portfolio award request for the United States Department of Housing and Urban Development�s (�HUD�) approval to permit RUDG, LLC (�RUDG�) or its subsidiary, The Gallery at West Brickell, LLC (collectively referred to as �Related Urban Development Group�), to construct a third phase of the Joe Moretti redevelopment project to be known as The Gallery at West Brickell;

2) In accordance with section 125.35, Florida Statutes, and subject to HUD�s approval, authorize the County Mayor or the County Mayor's designee to execute a 75-year ground lease and related documents with RUDG with an annual rental amount equal to 16.5 percent of the available (net) cash flow that is distributable by Tenant to its Manager entity, and a one-time capitalized lease payment of $1,627,500.00 for an approximate total of $322,695,661, and to exercise certain provisions contained in such ground lease that are not reserved by the Board, including, but not limited to, termination, technical amendment, and modification provisions;

3) Authorize the County Mayor or the County Mayor�s designee to execute a sub-ground lease(s) and related documents, to exercise certain provisions contained in the sub-ground lease(s) that are not reserved by the Board, including, but not limited to, termination, technical amendment, and modification provisions;

4) Authorize the County Mayor or the County Mayor�s designee to execute a master development agreement between the County and RUDG, and to exercise certain provisions contained therein, including, but not limited to, termination, technical amendment, and modification provisions, subject to HUD�s approval, if required;

5) Authorize the County Mayor or the County Mayor�s designee to execute a joinder and consent to easement and access agreements between Joe Moretti Preservation Phase One, LLC and The Gallery at West Brickell, LLC, for the purpose of granting non-exclusive easements to these entities and the residents vehicular and pedestrian access to sidewalks, walkways, utilities and parking garage all of which will be located within The Gallery at West Brickell project;

6) Subject to the approval of the School Board of Miami-Dade County, Florida (�School Board�), authorize the County Mayor or the County Mayor�s designee to execute joinder as mortgagee and consent and non-disturbance agreement to an access, easement and parking agreement between the Gallery at West Brickell, LLC, and the School Board for the purpose of granting the School Board, a non-exclusive easement to this entity and vehicular and pedestrian access to sidewalks, walkways, utilities and approximately 59 parking spaces in the multi-story garage all of which will be located within The Gallery at West Brickell project.

7) Authorize the County Mayor or the County Mayor�s designee to execute all necessary amendments to existing agreements, new agreements, and all other documents related to The Gallery at West Brickell project that may be required by HUD;

8) Authorize the County Mayor or the County Mayor�s designee to execute all necessary joinders and consents to allow Related Urban Development Group to invest proceeds received from the RAD refinancing transactions previously approved under County Resolution No. R-1059-19 for the benefit of the Gallery at West Brickell; and

9) Waive the requirements of Resolution No. R-130-06, which requires that all contracts must be fully negotiated and executed by a non-County party, as neither the County nor Related Urban Development Group can execute any agreements, other than the ground lease and master development agreement, that must be approved by HUD.

Scope
The Gallery at West Brickell will be generally located at 201 SW 10th St. Miami, Florida 33130 in District 5, which is represented by Commissioner Eileen Higgins.

Fiscal Impact/Funding Source
There is no fiscal impact associated with the approval of any needed amendment to the County�s demolition and disposition application or other HUD approvals associated with RAD.
Related Urban Development Group will pay the County an annual rental amount equal to sixteen and one-half percent (16.5%) of the available (net) cash flow that is distributable by Tenant to its Manager entity, after payment of any deferred developer fees, and a one-time capitalized lease payment of $1,627,500.00, which amount is calculated by multiplying the number of units (i.e., 465) times $3,500.00.00. It is anticipated that the County will receive approximately $322,695,661.00 over the entire term of the lease. In addition, the County will also collect a $2,500.00 per month fee to PHCD during the entire construction phase of the project for Davis-Bacon compliance review, and it is anticipated that the County will receive approximately $85,000.00 over the approximate entire 34-month construction phase. Liquidated Damages may also be collected for certain violations outlined in the master development agreement.
Delegation of Authority
Upon the approval, the County Mayor or the County Mayor�s designee will be authorized to (1) submit an amendment to the County demolition and disposition application or RAD portfolio award request to HUD for approval, if necessary; (2) execute the ground lease, sub-ground lease(s), and related documents, and exercise certain provisions contained therein that are not reserved by the Board, including, but not limited to, termination, technical amendment, and modification provisions; (3) execute a master development agreement and exercise certain provisions contained in therein that are not reserved by the Board, including, but not limited to, termination, technical amendment, and modification provisions; (4) execute joinders and consents, and non-disturbance agreements to easement and access agreements; (5) execute all necessary amendments to existing agreements, new agreements, and all other documents related to The Gallery at West Brickell project required by HUD; and (6) execute all necessary joinders and consents to allow Related Urban Development Group to invest proceeds received from the RAD refinancing transactions.

Track Record/Monitor
Michael Liu, Director, Public Housing and Community Development Department (PHCD) will monitor this project.

Background
Request for Proposals (RFP) No. 794 was issued on July 14, 2011, to solicit proposals from developers to maximize and expedite the development or redevelopment of over 100 existing public housing sites and vacant land sites administered by PHCD. On November 23, 2011, the Board adopted Resolution No. R-1026-11, which, awarded site control through a master ground lease to RUDG for the redevelopment of Joe Moretti public housing development. On December 4, 2012, the Board adopted Resolution No. R-1020-12, which, in part, authorized the County Mayor or the County Mayor�s designee to execute a master development agreement and other mixed-finance contracts, agreements and related documents with RUDG for the redevelopment of Joe Moretti, which included the rehabilitation of 288 units. HUD�s Special Application Center approved the County�s disposition applications for Joe Moretti Preservation Phase One (Application No. DDA0004926) on December 21, 2012.
The original Joe Moretti Phase One site consists of 2.82 acres. The Gallery at West Brickell will occupy a total of approximately 1.34 acres of the site, allowing for the construction of a new low-income housing tax-credit affordable, workforce and market rate housing project consisting of a residential building with approximately 465 units; of which 93 units shall be elderly project-based Section 8 units, through the RAD/Section 18 blend program. The associated residential amenities include retail/commercial space, and a separate parking structure, that will serve the residents of Joe Moretti Phase One, The Gallery at West Brickell and a new public-school development being developed by the Miami-Dade School Board in collaboration with PHCD near the project. Total development cost is expected to be approximately $158,082,963.
In order to proceed with the disposition or demolition or RAD conversion of its public housing developments, including, but not limited to, the execution of the master development agreement, ground lease, mixed-finance agreement and/ or other related documents, the County, as a public housing agency, must first seek prior approval from HUD. Although an original master development agreement, which was approved by the Board and subsequently executed by the County and RUDG, contemplates that the County and RUDG would negotiate and execute a new master development agreement for the development of a third phase of the project, neither the Board�s prior resolutions nor the prior disposition applications submitted by the County to HUD, specifically addressed this phase. Accordingly, the County if necessary, must submit an amendment to HUD�s Special Applications Center, subject to the Board�s approval, or must seek appropriate HUD review and action for this phase as may be requested by HUD�s Office of Recapitalization through RAD. The County and RUDG have reviewed information about this project through two meetings held with the residents of Joe Moretti Preservation Phase One held on May 11, 2021.
RUDG has requested that the County, as the landlord and a lender, execute joinders and consents to an easement agreement between Joe Moretti Preservation Phase One, LLC and The Gallery at West Brickell, LLC, and between Joe Moretti Preservation Phase One, LLC, the School Board, and The Gallery at West Brickell, LLC for the purpose of granting non-exclusive easements to these entities and the residents vehicular and pedestrian access to sidewalks, walkways, utilities and parking garage all of which will be located within The Gallery at West Brickell project.
The School Board is constructing a residential and educational facility on the former Medvin public housing site, which was approved by the Board when it adopted Resolution No. R-1239-18. Instead of providing parking on the Medvin site as originally contemplated, the School Board and Related Urban Development have negotiated the easement agreement that is attached to the resolution. Through this agreement the School Board will be provided with 59 parking spaces in the multi-story garage. Although the easement agreement has been fully negotiated, the School Board must approve it. Therefore, the County Mayor or the County Mayor�s designee will not execute the joinder and consent until after the School Board approves it. At a later date, a separate item will be presented to the Board. The item will address amendments to the Medvin documents, including the removal of the requirement that the School Board provide parking onsite.


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Morris Copeland
Chief Community Services Officer

Chairman Jose �Pepe� Diaz
and Members, Board of County Commissioners
Page No. 3