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B A N
May 9, 2017
Daniel Rotenberg
Director
City of Miami
Dept. of Real Estate and Asset Management
444 SW 2°' Avenue._ 3' Floor
Miami, FI. 33130
Re: Development of property located at 174 1;. Flagler Street Miami, FL ("Olympia Theatre")
Dear Mr. Rotenberg:
This letter serves as an `non -binding" outline of the business terms regarding the fln'mation or Pohlic-
Private Partnership between the City of Mianti ("City") and RUDG, LLC ("IZUD(.").The terms of this
proposal shall include the Billowing:
I. Project Description: The City currently owns the Olympia Theatre properly referenced above
and is therefore responsible for addressing the major capital improvements needed for the
Olympia Theatre. RUDG is considering a Public -Private Partnership for the redevelopment of
the existing 80 residential units and the capital improvements to the theatre.
RUDG is proposing to demolish and replicate the existing building in accordance with the City
of Miami Historic Preservation Office standards, into a mixed -income affordable and workforce
housing development. containing between 200 and 300 units, and to renovate the theatre.
2. Property: The City has already allocated $3,000,000 for capital improvements to the property.
The City will lease the land to the Owner Entity for a Capitalized Lease Payment amount
approved by both parties.
3, Owner Entity: It is intended that the Owner Entity will have one member, RUDG, LI..0 will be
the managing member ("Manager") and will have 100%ownership interests, RUDG will secure
the construction loans and will provide the necessary guaranties to finance the project and have
sole control of all major decisions and day to day operations. RUDG will contribute any
necessary predevelopment expenses required, after the Historic Preservation approvals of the
property are approved, which will be reimbursed upon closing of any Miami -Dade County, State
of Florida or Federal Loans / Grants, or Construction Loans obtained by the Owner Entity.
315 South Biscayne Boulevard • Miami, Florida 33131 • T: (305) 460-9900 F: (305) 460-991 I
Due to the fact that subsidies may be provided to the Owner Entity in the form ofa grant instead
ofa loan, the ownership interests of the members may need to change. If so, then RUDG, LLC
("Manager") will have a 49% ownership interest and RUDG will partner with a 501 c3 non-
profit organization which will have a 51%n ownership interest. RUDG will secure the
construction loans and will provide the necessary guaranties to finance the project and have sole
control of all major decisions and day to day operations. RUDG will contribute any necessary
predevcloptnent expenses required, affer the Historic Preservation approvals of the property are
approved, which will be reimbursed upon closing of any Miami -Dade County, State of
Florida or Federal Loans / Grants, or Construction Loans obtained by the Owner Entity,
4, Development Agreement: RUDG, LLC, will form a special purpose developer entity for the
development which will be owned by RUDG (the "Developer Entity"). All of the development
activities will be handled by RUDG including oversight of the General Contractor, which may
be Fortune Urban Construction, LLC, an affiliate of RUDG.
5. Loans / Grants: The City will assist RUDG in providing all of the necessary documentation to
obtain and close on any loans / grants that the Owner Entity may identify.
6. Permanent First Mortgage:, RUDG will secure a permanent first mortgage for the Owner Entity
that will be supported by the Project's operations and will be sufficient to pay off the
construction financing guaranteed by affiliates of RUDG.
7. Cash Flow Participation: RUDG will share a percentage of the net cash flow of the Project's
operations with the City, as approved by both parties. The City will use its Cash Flow
Participation to help support the yearly operations of the Olympia Theatre.
$. RUDG Duties: RUDG will not be responsible for any operating shortfalls of the Olympia
Theatre. Any annual deficits would need to be covered by the City.
9. City Duties: The City will assist RUDG with all municipal activities including but not limited
to attending and hosting community meetings with the residents of the area, obtain zoning
approvals, entitlements, and permitting meetings.
10. Residential Management Agent: TRG Management Company of Florida, an affiliate of RUDG,
will act as the property management company oldie mixed-incorne development.
11, Theatre Management Agent: RUDG will select a 501 c3 non-profit organization to manage the
operations of the Olympia Theatre, which entity would need to be approved by the City.
315 South Biscayne Boulevard i Miami, Florida 33131 0'1': (305) 460-9900 F: (305) 460-9911
This letter includes all of the "non -binding" business terms between RIJDG, LI.0 and the City
of Miami and supersedes all other agreements.
Sincerely,
lberto Milo, Jr.
Senior Vice President and Principal
Acknowledged and accepted.
Daniel Rotenberg
City of Miami, Director
Dept. of Real Estate & Asset Management
Date
315 South Biscayne Boulevard ♦ Miami, Florida 33 131 ♦T: (305) 460-9900 F: (305) 460-991 1