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RESOLUTION APPROVING TERMS OF AND AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE A MEMORANDUM OF AGREEMENT (MOA) WITH MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION (MBCDC), WHICH PROVIDES, AMONG OTHER THINGS, FOR MIAMI-DADE COUNTY TO TAKE OVER OWNERSHIP AND CONTROL OF THE PROPERTY PORTFOLIO OF MBCDC; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO (1) EXECUTE A CONTRACT FOR SALE AND PURCHASE BETWEEN FERNWOOD APARTMENTS, LLC, A FLORIDA LIMITED LIABILITY CORPORATION, AS SELLER, AND THE COUNTY, AS BUYER, FOR PROPERTY KNOWN AS FERNWOOD APARTMENTS LOCATED AT 935 PENNSYLVANIA AVENUE IN MIAMI BEACH, FLORIDA, IN THE AMOUNT OF $175,000.00, AND (2) EXECUTE A CONTRACT FOR SALE AND PURCHASE BETWEEN THE SHELBOURNE APARTMENT BUILDING, INC., A FLORIDA CORPORATION, AS SELLER, AND THE COUNTY, AS BUYER, FOR PROPERTY KNOWN AS SHELBOURNE HOUSE LOCATED AT 710 JEFFERSON AVENUE IN MIAMI BEACH, FLORIDA, IN THE AMOUNT OF $175,000.00; AUTHORIZING THE ASSUMPTION OF A FORGIVABLE LOAN OF $1,278,200.00 ON THE FERNWOOD APARTMENTS PROPERTY AND A FORGIVABLE LOAN OF $1,564,700.00 ON THE SHELBOURNE HOUSE PROPERTY; AUTHORIZING THE CHAIRPERSON OR VICE-CHAIRPERSON OF THE BOARD TO EXECUTE THE ACCEPTANCE OF THE DEEDS OF CONVEYANCE FOR THE SHELBOURNE HOUSE PROPERTY, THE FERNWOOD APARTMENTS PROPERTY, AND ALL PROPERTIES IN THE MBCDC PORTFOLIO; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXERCISE ANY AND ALL RIGHTS CONFERRED IN THE MOA AND THE CONTRACTS FOR SALE AND PURCHASE, AND TO TAKE ALL OTHER ACTIONS NECESSARY TO EFFECTUATE SAID PURCHASES AND THE TRANSFER OF THE ENTIRE REAL PROPERTY PORTFOLIO; APPROVING AND AUTHORIZING THE ASSUMPTION OF (1) A TOTAL AMOUNT OF FORGIVABLE DEBT ON ALL PROPERTIES DESIGNATED IN THE MEMORANDUM OF AGREEMENT NOT TO EXCEED $25,000,000.00, AND (2) THE TOTAL AMOUNT OF INSTITUTIONAL DEBT ON ALL PROPERTIES DESIGNATED IN THE MEMORANDUM OF AGREEMENT NOT TO EXCEED $3,000,000.00; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO (1) NEGOTIATE WITH UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (U.S. HUD) FOR U.S. HUD�S CONSENT TO THE ACQUISITION OF CERTAIN PROPERTIES WHICH HAVE U.S. HUD FINANCING, AND (2) EXECUTE ALL AGREEMENTS REQUIRED FOR THE TRANSFER OF ALL PROPERTIES IN THE REAL PROPERTY PORTFOLIO OF MBCDC; AUTHORIZING THE EXPENDITURE OF A TOTAL AMOUNT NOT TO EXCEED $14,084,250.00, WHICH AMOUNT SHALL CONSIST OF: (1) AN AMOUNT NOT TO EXCEED $350,000.00 FOR THE PURCHASES OF THE FERNWOOD APARTMENTS AND THE SHELBOURNE HOUSE, PLUS CLOSING COSTS FOR ALL PROPERTIES IN AN AMOUNT NOT TO EXCEED $250,000.00 (2) AN AMOUNT NOT TO EXCEED $500,000.00 FOR PAYMENT OF MBCDC PARENT LEVEL DEBT, (3) AN AMOUNT NOT TO EXCEED $96,250.00 FOR PAYMENT OF MBCDC LEGAL FEES, AND (4) AN AMOUNT NOT TO EXCEED $12,888,000.00 TOWARD ELIGIBLE CAPITAL EXPENSES ALL FROM AVAILABLE HOUSING FUNDS

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WHEREAS, Miami Beach Community Development Corporation, Inc., a Florida not-for-profit corporation (�MBCDC�), since its founding in 1981, has focused on economic revitalization of the Art Deco District and on developing and preserving affordable housing for low-income residents on Miami Beach; and
WHEREAS, today, MBCDC owns and manages 16 residential projects scattered from North Beach to South Beach and in Little Havana, representing a total of 357 units of affordable housing for low-income and elderly residents (the �MBCDC Portfolio�); and
WHEREAS, the MBCDC Portfolio includes a property owned by Fernwood Apartments, LLC, a Florida limited liability corporation, located at 935 Pennsylvania Avenue, Miami Beach Florida (�Fernwood Apartments�) and a property owned by The Shelbourne Apartment Building, Inc., a Florida corporation, located at 710 Jefferson Avenue, Miami Beach Florida (�The Shelbourne House�); and
WHEREAS, the Miami-Dade County Property Appraiser has calculated the combined 2022 market value of the MBCDC Portfolio at $43,220,107.00, as set forth in Exhibit A attached hereto and incorporated herein by reference; and
WHEREAS, two of the properties in the MBCDC portfolio have been appraised by a Member, Appraisal Institute (�MAI�) appraiser-- the Fernwood Apartments at an estimated as is market value of $2,000,000.00, and the Shelbourne House at an estimated as is market value of $1,350,000.00, all as set forth in Exhibits B and C, respectively, attached hereto and incorporated herein by reference; and
WHEREAS, the County holds a mortgage or restrictive covenant, and therefore has a financial interest, in all but two of the properties, namely the Fernwood Apartments and Shelbourne House; and
WHEREAS, the Public Housing and Community Development Department (�PHCD�) has been in discussions with MBCDC over the past few years regarding the financial challenges the organization has and is facing; and
WHEREAS, during this time PHCD has modified loan terms and approved different strategies to assist, however, given the affordability restrictions on rent, and the restricted income limits of the residents, the age of the portfolio necessitating ongoing and continuous capital infusions, and the rising costs of utilities and insurance, it is not feasible to maintain the portfolio with the current ownership structure in place; and
WHEREAS, PHCD worked in conjunction with the City of Miami Beach to offer solutions which included the County assuming MBCDC�s Portfolio; and
WHEREAS, in earlier efforts to assist MBCDC, on December 7, 2020, the County, pursuant to Resolution No. R-486-19 adopted by this Board on May 7, 2019, entered into an agreement that conveyed one site, The Madison, a 17-unit development on Washington Avenue, to the County; and
WHEREAS, despite continuous efforts to operate the MBCDC Portfolio, MBCDC is no longer financially able to maintain the assets due to rising insurance and utility costs, the age of the assets, and the lack of ongoing government subsidy to support its operations and assets; and
WHEREAS, on December 23, 2021, PHCD and MBCDC began discussing the business terms regarding the County acquisition of the MBCDC Portfolio; and
WHEREAS, on July 19, 2022, this Board adopted a motion, memorialized by Resolution No. R-727-22, authorizing and directing the County Mayor or County Mayor�s designee to take actions necessary to preserve the affordable housing real property portfolio of MBCDC; and
WHEREAS, pursuant to that authorization, PHCD and MBCDC have worked together, in partnership, to ensure the assets remained insured, that all urgent structural repairs and legal obligations received proper attention, and that residents live in decent, safe, and sanitary conditions; and
WHEREAS, Resolution No. R-727-22 also authorized and directed the County Mayor or County Mayor�s designee to: (1) negotiate and present to this Board for its approval an agreement, for the County�s purchase of the MBCDC Portfolio for affordable housing purposes, including the County�s assumption of all liabilities and obligations secured by the MBCDC Portfolio, and for the purchase price to include funds sufficient to allow MBCDC to satisfy certain other liabilities and obligations; and (2) take all actions necessary to effectuate the agreement, including conducting all due diligence, title work, environmental reviews, performing appraisals, identification of legally available funding sources, and any required review and approval by the United States Department of Housing and Urban Development (�U. S. HUD�); and
WHEREAS, the agreement is evidenced by the attached Memorandum of Agreement (�MOA�), attached hereto as Exhibit D and incorporated herein by reference; and
WHEREAS, as directed by this Board in Resolution No. R-727-22, the MOA provides for the County�s purchase of the MBCDC Portfolio for affordable housing purposes, the County�s assumption of all liabilities and obligations secured by the MBCDC Portfolio, a purchase price to be paid to MBCDC including funds sufficient to allow MBCDC to satisfy certain other liabilities and obligations, and the requirement to obtain any necessary approvals by U.S. HUD; and
WHEREAS, the County administration has confirmed that sufficient Documentary Surtax, SHIP, HOME, Community Development Block Grant, and Unrestricted Housing funds (hereinafter collectively referred to as �available housing funds�) have been identified for the purchases of the MBCDC Portfolio including the Fernwood Apartments and the Shelbourne House, payment of MBCDC debt obligations not associated with the MBCDC Portfolio (�parent level debt�), payment of MBCDC�s legal fees incurred in connection with the negotiation and finalization of the MOA and transfer of the MBCDC Portfolio, capital expenses for the repair and rehabilitation of the MBCDC Portfolio, and closing costs associated with the transfer of the MBCDC portfolio; and
WHEREAS, the County administration has also confirmed that payment of the assumed institutional debt will continue to be covered by and paid from each property�s cash flow; and
WHEREAS, no general funds will be used for the activities set forth in this resolution; and
WHEREAS, the MOA will serve as a roadmap for both the County and MBCDC to continue its collaboration, with the County ultimately taking control, responsibility, and full ownership of the MBCDC Portfolio according to the terms outlined in the MOA; and
WHEREAS, the MBCDC will convey each of the properties in the MBCDC Portfolio to the County by general warranty deed; and
WHEREAS, the result of the transfer of the MBCDC Portfolio to the County will be to preserve the long-term affordability of these assets for decades to come at a time when Miami-Dade County is experiencing a housing affordability crisis, and additionally, will preserve the County�s prior substantial investment in the properties, all of which is in the best interests of the County,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that:
Section 1. The foregoing recitals are incorporated into this resolution and are approved.
Section 2. This Board approves the terms of and authorizes the County Mayor or County Mayor�s designee to execute a Memorandum of Agreement (�MOA�) with MBCDC in substantially the form attached hereto as Exhibit D and incorporated herein by reference, which provides, among other things, for the County to take over ownership, control, and all managerial responsibilities of the MBCDC portfolio in accordance with the terms of the MOA.
Section 3. This Board approves the terms of and authorizes the County Mayor or County Mayor�s designee to execute a Contract for Sale and Purchase Between Fernwood Apartments, LLC, a Florida limited liability corporation, as seller, and the County, as buyer, for the Fernwood Apartments in the amount of $175,000.00, which is below the appraised as is value of $2,000,000.00 as set forth in Exhibit B attached hereto and incorporated herein by reference.
Section 4. This Board approves the terms of and authorizes the County Mayor or County Mayor�s designee to execute a Contract for Sale and Purchase between The Shelbourne Apartment Building, Inc., a Florida corporation, as seller, and the County, as buyer, for The Shelbourne House, in the amount of $175,000.00, which is below the appraised as is value of $1,350,000.00, as set forth in Exhibit C attached hereto and incorporated herein by reference.
Section 5. This Board authorizes the assumption of a forgivable loan of $1,278,200.00 on the Fernwood Apartments property and a forgivable loan of $1,564,700.00 on the Shelbourne House property.
Section 6. This Board authorizes the Chairperson or Vice-Chairperson of the Board after all necessary due diligence including all actions required by Implementing Order 8-4, to execute the acceptance of the general warranty deeds of conveyance for the Shelbourne House property and the Fernwood Apartments property, and all real properties in the MBCDC portfolio.
Section 7. This Board authorizes the County Mayor or County Mayor�s designee to exercise any and all rights conferred in the MOA and the contracts for sale and purchase, including conducting all necessary due diligence, including, but not limited to, title searches and environmental reviews, and to take all other actions necessary to effectuate said purchases and the transfer of MBCDC Portfolio.
Section 8. This Board approves and authorizes the assumption of the total amount of forgivable debt on all properties designated in the MOU in an amount not to exceed $25,000,000.00.
Section 9. This Board approves and authorizes the assumption or payment of total amount of institutional debts on all properties designated in the MOU in an amount not to exceed $3,000,000.00.
Section 10. This Board authorizes the County Mayor or County Mayor�s designee to (1) negotiate with U.S. HUD to obtain U.S. HUD�s consent to the transfer of properties within the MBCDC Portfolio which have U.S. HUD financing, and (2) execute all necessary and standard agreements with U.S. HUD required for U.S. HUD�s consent to the transfer of all properties with U.S. HUD financing in the MBCDC Portfolio.
Section 11. This Board authorizes the expenditure of a total amount not to exceed $14,084,250.00, which amount shall consist of: (1) an amount not to exceed $350,000.00 for the purchases of the Fernwood Apartments and the Shelbourne House, plus closing costs for all properties in the estimated amount of $250,000.00, (2) an amount not to exceed $500,000.00 for payment of MBCDC parent level debt, (3) an amount not to exceed $96,250.00 for payment of MBCDC legal fees, and (4) an amount not to exceed $12,888,000.00 toward eligible capital expenses, all from available housing funds.
Section 12. This Board directs the County Mayor or County Mayor�s designee to provide copies of all instruments evidencing the County�s ownership of the properties identified herein to the Miami-Dade County Property Appraiser�s Office.
Section 13. 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 deeds and any other instruments 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 further 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.