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Ilaniel Rotenherg ~ C} .~
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Director
City of Miami
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Dept. of Real Esta te and Asset Management tTl ",:
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Miami , FJ. 331 30 .'n

Rc : Dovelopment of propelty located at 174 E. rolaglor Street Miami , 1'1. ("Ol),mpiu Thealre")

Dear M r. Rotenberg:

This letter serves as ~111 "non-bindi ng" olltline of the husiness terms regardi ng the formati on ora Pllbl ic-
Privale i'm1nership between the City of Miami ("City") and RUDG, LLC ("RUDG ''). The lerms orlhis
proposa l shall include the following:

I. Project Description: The City currenlly owns the Olympia Thealre propel'll' rcl~rcnccd above
and is therefore responsible for addressin g the major capi tal improvemen ts needed for the
Olympia Thealre. RUDG is considering a PubliePrivate Paltnership for the redevelopment of
Ihe existing 80 residential units and the capital improvements 10 the lhenlrc.

RUDG is proposing to demolish and rep licale Ihe existing build ing in accordance wilh the Cily
of Mimni Historic Preservation Office slandords, into a mixed-income nffordabl e and workforce
housing devclopmcnt contain ing between 200 and 300 units, and to rCtl OvHtc the th ea tre.
t

2. I'mperty : The City has already nllOCaI'ed $3,000,000 for capita l improvements to Ihe property.
The City will lease the land 10 the Owner Entily 1'01' a Capitalized Leasc Paymcnl al11(\u nt
approved by both parties.

1. Owner Entity: It is intended that the Owner Enlity will have one l11ember, RUOG, L1 .C will be
Ihe managing member ("Manager") and will have 100% ownership interests. RUDG will sec Lire
the construction IOHns and will provide the necessary guaranties to finance th e project find have
so le control of all maj or decisions and day to day operations. RUDG will contrihute nll y
necessary predevelopl11ent expenses required, after the Historic Preservat ion approvals of the
property are approved, which will be reim bursed upon closing of any Miami Dadc COUllly, Slate
of Florida or Federal Loans / Grams, or Construction Loans oblained by Ihe Owner Enlity.

31 j SOlllh Biscayllc BOlllcvllrd Mial11 i, Florida 33 13 1 T: (3 05) 4609900 F: (305 ) 46099 1 I


Due to the fael that subsidies may be provided to the Owner Entity in the form of a grail! 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 pm1ner with a 50 I e3 non-
profit organization which will have a 5 I% ownership interest. RUDG will sec lire the
construction loans and ,viII provide the necessary guaranties 10 finance the pr~iect and have sale
control of all major decisions and day 10 day operations. RUDG will contribute any ncecssary
predcvc!opment expenses required, after the Historic Preservatioll approvals of the property are
approved, which will be reimbursed upon closing of any Miami-Dade Cou nty, State of
Plorida or Federal Loans I Grants, or Construction Loans obtained by the Owner Entity.

4. Development Agreement: RUDG, LLC, will 101'1ll a special purpose developer entity lor the
development which will be owned by RUDG (the "Developer Ent.it.y"). All of the dcvelopment
activities will be handled by RUDG including oversight of the General Contractor, which may
be FOJ1une Urban Construction, LLC, an afllli,te of RUDG.

5. Loans I Grants: The City will assist RUDG in providing all or the necessary documentation to
obtain and close on nny loans / grants that the Owner Entity may identify.

6. Permanent First M ortga~ RUDG will secure a permanent nl'st mortgage lor thc Owner Entity
that will be supported by the Project 's operations and will be sufficient to payoff the
construction financing guaranteed by allilintes of RUDG.

7. CmlhS:low Participation: RUDG will share a percentage of the net cash now of the Project's
operations with the City, as approved by both parties. The City will use its Cash Flow
Panicipation to help supp0l1 the yearly operations of the Olympia Theatre.

8. RUDG Duties: RUDG will not be responsible 1'01' any operating shortt,tlls of the Olympia
Thentre. Any annual delicits 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 ami hosting community meetings with the residents of the area, obtain zoning
approvals, entitlements, Hnd permitting meetings.

10. ~ldential Management Agent: TRG Management Com pany of Florida, an affiliate of RUDG,
will act as the propclty management company of the mixed-income development.

II. Theatrc Management Agent: RUDG will select a 50 I c3 non-protit organization to lIIanage the
operations of the Olympia Theatre, which entity would need to be npprovcd by the City.

315 South Biscayne Boulevard. Miami, Florida 33131 '1': (305) 460-9900 F: (305) 460-9911
This leller includes all of the "non-binding" business terms between RUDG , LLC and the C ilY
of Mimlli and supersedes all other agreements.

Sincerely,

{/;!~-~~4
lAJ'berto Milo, Jr.
Senior Vice President and Principal

Acknowledged and accepted.

Daniel Rotenberg Date


City of Miami, Director
Dept. of Real Estate & Asscl Management

315 South Biscayne Boulevard + Miami, I'lurida 33131 T: (305) 4609900 F: (305) 460-991 I

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