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CRA Resolution 035-2025 RESOLUTION NO. 035-2025 A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE BOARD OF THE NORTH BEACH COMMUNITY REDEVELOPMENT AGENCY (NORTH BEACH CRA�, ACCEPTING THE RECOMMENDATION OF THE NORTH BEACH COMMUNITY REDEVELOPMENT AGENCY (NBCRA) AT ITS JUNE 17, 2025 MEETING TO FUND THE WORKFORCE HOUSING ANALYSIS BY AMS RESEARCH AND PLANNING FOR THE OF THE BYRON CARLYLE PROJECT IN THE AMOUNT OF $190,000 FROM NBCRA FUNDS RESERVED FOR WORKFORCE HOUSING, SUBJECT TO APPROVAL BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH. WHEREAS, the Byron Carlyle Theater, located at 500 71" Street behveen Byron Avenue and Carlyle Avenue ("Byron Carlyle"), originally opened in 1968 as twin cinemas hosting first-run movies in the heart of North Beach; and WHEREAS, the Byron Carlyle continued to operate until being purchased by the City in 2001, and was leased to O-Cinema, a non-proft, independent cinema until approximately 2018; and WHEREAS, being uninhabited since 2019, the Byron Carlyle is in poor condition due to Flooding, deferred interior maintenance, poor air circulation, mold, and a series of electrical deficiencies; and WHEREAS, on November 8, 2022, the City's voters approved a $159 million General Obligation (G.O.) Bond for Arts and Culture that included $30,570,000 for the redevelopment of the Byron Carlyle Theater; and WHEREAS, on January 27, 2023, the FERC discussed the Theater and recommended the Administration engage with a culWral arts consultant to guide the City regarding the redevelopment of the Theater, help refine the vision for the space and, advise the City Commission on the industry's "best practices" for developing innovative cultural facilities; and WHEREAS, AMS Planning and Research (AMS) were the consultants recommended by the Administration and approved by the City Commission; and WHEREAS, at the March 13, 2024, City Commission meeting, at the request of Commissioner Tanya K. 8hatt, the Mayor and Commission approved the referral of item (C4 D)to FERC to discuss the programming for the new Byron Carlyle; and WHEREAS, on April 3, 2024, the Mayor and City Commission approved a dual referral of item C4 H to FERC and the Land Use and Sustainability Committee (LUSC) to conduct a detailed review of the hvo (2) different models for the proposed Byron Carlyle cultural center, and WHEREAS, this item was presented and discussed at the May 1, 2024, LUSC meeting, where the Committee adopted a motion wi[h a split vote recommending to move forward with the CWtural Arts Center with some level of workforce housing; and WHEREAS, at the May 24, 2024 FERC meeting, the Committee passed a motion retuming this item to the full City Commission with a favorable recommendation to proceed with the project incorporating workforce housing; and WHEREAS, at the June 26, 2024 City Commission meeting, a motion was passed unanimously to proceed with the project model including workforce housing; and WHEREAS,the Administration worked with AMS in the development of various building programs influencing future operating models; and WHEREAS, at the January 24, 2025 FERC meeting, the Committee affirmed that Scenario #2 was the better choice as it achieved the goals of the cultural center at a cost that was more attainable, and passed a motion to continue [he discussion on the unit size and affordability of the Byron Carlyle's Workforce Housing component; and WHEREAS, at the May 7 FERC meeting, the Committee passed a motion to have this item retum to the May 2025 Commission meeting with a favorable recommendation for a referrel to the North Beach CRA Advisory Committee to discuss utilizing North Beach CRA workforce housing budget to fund the consulting proposal. The referral passed on consent; and WHEREAS, the North Beach CRA voted unanimously at their June 17th meeting to recommend the use of up to $190,000 from the CRA's workforce housing budget for fund the AMS study on how to optimize the Byron Carlyle workforce housing, identify financing options, and create a scope of work for a future Request for Proposals. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND BOARD OF DIRECTORS OF THE NORTH BEACH COMMUNITY REDEVELOPMENT AGENCY (NORTH BEACH CRA), that the Chairperson and Board of Directors of the North Beach CRA hereby accept the recommendation of the North Beach Community Redevelopment Agency(NBCRA)to fund the workforce housing analysis by AMS Research and Planning forthe Byron Carlyle project in the amount of$190,000 from the NBCRA funds reserved for workforce housing, subject to approval by the Mayor and City Commission of the Ciry of Miami Beach. PASSED and ADOPTED THIS�day of ✓u�2025. ATTEST: � �{I� � c 7q75 �� even Meiner, Chairperson Rafae E. Granado, Secretary (sponsored by Tanya K. Bhatt, Board Member) =�P�'t`�B���cy.,, =F:' '{ : ; '..IN[O�ED^yi +'y' 3 .,^�.' '•.9R"H 2�_` APPROVED AS TO FORM SLANOUAGE � ON '71 z� 7p�— Redave� m�nt Aq�ncy Dat� 3enerol Coumel �. North Beach Community Redevelopment Agency(NBCRA) 3 MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Chair and Members of the Board of Directors FROM: Eric Carpenter, Executive Director DATE: July 23, 2025 TITLE: A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE BOARD OF THE NORTH BEACH COMMUNITY REDEVELOPMENT AGENCY (NORTH BEACH CRA), ACCEPTING THE RECOMMENDATION OF THE NORTH BEACH COMMUNITY REDEVELOPMENT AGENCY (NBCRA) AT ITS JUNE 17, 2025 MEETING TO FUND THE WORKFORCE HOUSING ANALYSIS BY AMS RESEARCH AND PLANNING FOR THE OF THE BYRON CARLYLE PROJECT IN THE AMOUNT OF $190,000 FROM NBCRA FUNDS RESERVED FOR WORKFORCE HOUSING. SUBJECT TO APPROVAL BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH. JOINT CITY COMMISSION AND NBCRA RECOMMENDATION BACKGROUNDIHISTORV The Byron Cadyle Theater complex is located at 500 71st SUeet, between Byron Avenue and Carlyle Avenue, where it opened in 1968 as Twin Cinemas hosting frst-run movies. The City purchased the Byron Carlyle Theater (the Theater) from the WBC Broadcasting Corporation in 2001 and partially renovated it to spur economic development and bolster North Beach arts and culture. In 2014, Ihe City executed a Management Agreement with Living Arts Trust d/b/a Cinema, who occupied the Theaters westem portion. The remaining eastem portion remained vacant and unutilized. The poor condition of the building required it to be permanen0y closed and has remained so since October 31, 2019. At the March 13, 2024, City Commission meeting, the Mayor and City Commission approved al the request of Commissioner Bhatt, the referral of item (C4 D) to the FERC lo discuss Ihe programming for the new Byron Cadyle G.O. Bond project for a multi-purpose culWral arts space and possibly workforce housing and/or other uses that are compatible with a cultural arts center and the surrounding neighborhootl and to consider the various opdons for financing construction and funding models for the prqecL Additionally, on April 3,2024, the Mayor and City Commission approved a dual referral of item C4 H [o FERC and the Land Use and Sustainability Committee (W SC)to conduct a detailed review of the two(2)different models for the proposed Byron Cadyle cultural center. This item was presented and discussed at the May i, 2024, WSC meeting. A motion was made to recommend moving forvvard with the Cultural Arts Centerwith some level of workforce housing. Two board members voted in favor of the motion antl two against, citing they would like to have more information on the impact of the workforce housing. Some questions considered were how the Project could affect parking and traffc, as well as if there are ways to ensure residents of the huilding work in the area to avoid additional congestion. The item moved to the June 26, 2024, Commission meeting with an unfavorable recommendation from WSC. At the G.O. Bond Oversight Commitlee meeting held on May 9, 2024, lhe Committee moved with a 7/0 vote to indude workforce housing, including artist housing, as part of the Byron Cadyle Theater Project, utilizing $4 million of G.O. Bond funds available in Tranche 2 (for workforce housing) (LTC# 184-2024). Subsequently,the North Beach CRA Advisory CommiKee adopted at their May 14, 2024, meeting, a unanimous motioq supporting, in concepl, the Byron Cadyle redevelopment incorporating lhe workforce housing component, priontizing artistic and cultural workers, provided that there are no short-term rentals and/or micro-units(LTC#199-2024).The Committee also discussed the CRA's requirement to use a minimum 10% of its budget loward the creation of workforce housing and identifed ihe Byron Cadyle projec[ as a way to do so wi[hou[ the added burden of purchasing additional land. On May 24, 2024, the FERC discussed this item and recommended in favor of proceeding with lhe projed incorporating workforce housing with no micro-units and no short-term rentals. It was also discussed that there should be further deliberetion on the qualifcations for those seeking to live in the workforce housing created. The FERC further recommended to retum this item to Commission for discussion. At the June 26, 2024, Commission meeting, the Mayor and Ciry Commission unanimously approved the Byron Carlyle Project to proceed with the indusion of workforce housing. Additionally, the body authorized lhe continued engagement of AMS Planning and Research for the additional amount of $160,000.00, waiving by a 5/7ths vote the lormal competitive bidding requirement, finding such waive to be in the City's best interest. At the Commission meeting held on Dec 11, 2024, a Referral (C4 U) was made to FERC to discuss the status of the Byron Carlyle Project and the structure for the contemplated RFP. At the January 24 FERC meeting, the Administration presented three (3) sample building programs of differing scales and costs, described in the Analysis below. The Committee unanimously recommended the option titled "Scenano #2" to be used by AMS for the fnancial modeling of a typical operating year. Also at the Jan 24 FERC meeting a motion was made to continue the discussion on the unit size and affordability of the Byron Carlyle's Workforce Housing component. At the May 7 FERC meeling, the Commiriee passed amotion to have this item reWm to the May 2025 Commission meeting with a lavorable recommendation for a referral to the North Beach CRA Advisory Commi[[ee to discuss utilizing North Beach CRA workforce housing budget to fund the consWting proposal. The referral passed on consent. The North Beach CRA voted unanimously at their June 17'" meeting to recommend lhe use of up lo$190,000 from the CRA's workforce housing budget for fund the AMS study on how to optimize the Byron Carlyle workforce housing, identify fnancing options, and create a scope of work for a future RFP. ANALYSIS The maximum allowable rents for workforce housing units are based on Area Median Income (AMI), as reported by the United States Department of Housing and Urban Development(HUD). Allowable total household income limits for worktorce housing are defined as approximately 60% to 140°/AMI, adjusted for size of household. The maximum rent is then calculated to be 30% of the top income for that bracket. Example for a one-person household at 120% AMI: AMI in Miami-Dade County(2024): $79,400 Maximum allowable income at 120°/ AMI: $79,400 x 12 = $95,280 (HUD Actual $95,400) Maximum allowable rent at 120%AMI: $95,400 x 0.3 = $28.620/year or$2,385/month Ezample for a one-person household at 80% AMI: nMi �r, nn�am�-oade cou�ry (zo2a�: g�s,aoo Maximum allowable income at 80%AMI: $79,400 x .8 = $63,520 (HUD Actual $63,600) Maximum allowable rent at 80% AMI: $63,600 x 0.3 = $19,080/year or$1,590/month Most of Ihe Workforce Housing developments examined in this ezercise have an allotmen[ of uni�s available for applicanls ranging from 60% AMI through 140% AMI. Currently, the City of Miami Beach Municipal Code(Sec. 142-276)limits the minimum size of any workforce housing unit to 400 square feet. As part of the Byron Carlyle development RFP, the City could choose to impose limits, beyond those already goveming new workforce housing units. If this is the case, it would be beneficial to model the workforce housing project to better undersland how those requirements would affect the financing and the future subsidy of the Cultural Center. Modeling the workforce housing component would inform the City as to what the irade-offs would be, and at what point the project may no longer be viable to a private developer. Understanding these limi[a[ions before issuing an RFP would help the City make optimal decisions that leverage its assets to meet its goals in the development deal. Not fully understanding the fnancial implications of these desired terms may lead to an unsuccessful RFP process for several reasons. First, the requirements set forth by the City could be too onerous and make this project cost prohibitive lo a private developer, leading to few or no respondents to the RFP. Secondly, an RFP that does not clearly lay out the critical requirements of the project may lead to proposals that are so far off from the desired goals of the project that the two may be irreconcilable. Learning of the potential need to define the workforce housing component, AMS Planning and Research has brought two frms to the ariention of the City. The frst, Denham Wolff specializes in advising non-proit organizations on how to craft real-estate developmenl projects that uphold lhe organization's pdonties while hes[ leveraging their assets. Denham Wolff would model [he Bymn Workforce housing component to find the terms that best balance the needs of the Cultural Center with the affordability of the workforce housing and fnancing requirements. These values would be made part of the RFP and not left to the discretion of the responding developers. Atltlitionally, because of their experience with these types of development projecis, part of their scope will he to advise on what developers wuld be targeted with ihis RFP. Based on the work from AMS and Denham Wolff, Hilltop Securities can work to specify the fnancing model(s)that would work best to fund the part of the pmject not paid for through the GO Bond. This would give the City the flexibility to choose from financing options that best serve the objectives of the project, instead of solely relying on a private developer financing model which may require ihe City to compromise its interests. Based on the knowledge gained from their continued involvement with the Byron Carlyle Project and their decades of experlise in the development of cultural centers,the Administration believes that AMS is uniquely positioned to execute this scope of work in an expeditious and thorough i manner. Therefore, it is the belief of the Administration that the waiving of a formal bid process by a 5/7'^ vote would be most effcient in moving the project forward. FISCAL IMPACT STATEMENT The 2022 G.O. Bond for Arts and Culture has appropriated $30,570,000 (split over two tranches) for the redevelopment of the Byron Carlyle Theater: $10,590,000 in tranche 1 and $19,980,000 in tranche 2. This pmject also qualifes to receive part or all o(an additional $4,000,000 available for workforce housing thmugh the 2022 G.O. Bond for Art and Culture. The cost of the AMS/Denham Wolff/Hilltop Securities scope of work will be belween $160,000 and $190,000, to be paid for out of the North Beach Communiry Redevelopment Authority (NBCRA)workforce hausing budget. Does this Ordinance require a Business Impact Estimate? (FOR ORDINANCES ONLY) If applicable, the Business Impact Estimate (BIE)was published on: See BIE at: https:llwww.miamibeachfl.qovlcitv-hall/citv-clerklmeetinq-notices/ FINANCIAL INFORMATION CONCLUSION Aoolicable Area North Beach Is this a "Residents Riaht to Know" item. Is this item related to a G.O. Bond oursuant to Citv Code Section 2-17? Proiect? No Yes Was this Aoenda Item initiallv reouested bv a lobbvist which, as defined in Code Sec. 2-481, includes a orincipal ensaasted in lobbvina? If sq specify the name of lobbyist(s)antl principal(s): Deoartment Facilities and Fleet Management SpO11SOf(S) i Commissioner Tanya K. Bhatt Co-soonsor(sl Condensed Title Joint, Accept NBCRA RedFund Workforce Housing Analysis for Byron Carlyle Project (TB) FF Previous Action (For CiN Clerk Use Onlvl C4 U REFERRAL TO THE FINANCE AND ECONOMIC RESILIENCY COMMITTEE TO DISCUSS THE STATUS OF THE BYRON CARLYLE PROJECT AND THE STRUCTURE FOR THE CONTEMPLATED RFP(S). Applicable Area: Committee Referrals—C4 U MIAMI BEACH COMMISSION MEMORANDUM TO: Honora6le Mayor and Members of the City Commission FROM: CommissionerTanya K. Bhatl DATE: December11, 2024 TITLE: REFERRAL TO THE FINANCE AND ECONOMIC RESILIENCY COMMITTEE TO DISCUSS THE STATUS OF THE BVRON CARLYLE PROJECT AND THE STRUCTURE FOR THE CONTEMPLATE� RFP(S). RECOMMENDATION BACKGROl1ND/HISTORY ANALYSIS Please place on �he December 11,2024 Cily Commission agentla a referral to the January 2025 Finance and Economic Resiliency Committee("FERC")to discuss Ihe status of the Byron Cadyle Pmjecl and the StmcWre forthe contemplaled RFP(s). The Byron Cadyle Theater complex, located at 500 71 st SVeet in NOAh Beach, has long been a focal point for arts antl culture in ihe area. Originally openetl in 1968 as Twin Cinemas, lhe Ciry of Miami Beach acquired the theater in 2001,with the intention of revitalizing it as a cultural venue to support economic development antl enhance ihe arts scene in North eeach. After a partial renovatioq Ihe City en[ered into a Management Agreemen[ in 2014 wilh Living Arts Trust d/b/a O Cinema. However,due[o Ihe deteriorating condition of Ihe building,[he City closed the Iheater in Oclaber 2�19. Since its closure, several discussions have taken place regarding the fu[ure of the Byron Cadyle Theater. In September 2021,the City Commission referred the matter to FERC to expbre options for the fu[ure of the theater. This led[o the approval of$400,000 in funtling for conceptual designs and charettes for lhe redevelopment of the Byron Carlyle Theater as a mW[i-puipose culNral arts center, with Ihe possibility of incorporating workforce housing. Furthermore, Ihe voters o!Miami Beach approved a $159 million General Obligation Bond for Arts and CWture, which included $30,570,000 earmarked for the redevelopmen� of the Bymn Cadyle Theater. Following discussions, including a May 2024 recommendation by FERC and Ihe North Beach CRA Advisory Commit[ee, Ihe Commission approved the indusion of workforce housing in lhe redevelopment project The project is also poised to incorporate other culNral and community uses lhat align wi[h the su«ounding neighborhood. As part of Ihe next steps, AMS Planning and Research (AMS) and TheaterDreams are working with the City to develop an operational model for �he center and slructure the Request for Proposals (RFP) for the projecL However, several important steps remain in the process, including fnalizing [he governance stmcture, confrming lhe progremmatic design, and issuing the RFP for a work(orce housing builderldeveloper. DISCUSSION ITEMS: I woultl like tor the FEftC to tliscuss lhe tollawing points: 1. Project Ovarviaw and Status Update: • Review the curtenl s[aWs of the Byron Catlyle Project, inclutling the inclusion of work(orce housing and oNer potential uses, as well as Ihe progress made in conceptual tlesigns antl planning. • DiscussNetimelineoWllnetlbyAMSfor�hecompletionof�heremainingtasks, inclutling ihe tlevelopment of an operating motlel,creation of an operating pro forma,and ihe issuance of an RFP. 2. Contemplatetl RFP Structure: . Review �he siructure and scope of lhe amicipated RFP(s) for the project, focusing on Ihe selectlon pmcess far [he tlevelopmenVoperating pahner, as well as l�e procuremen�of a worMorce housing tleveloperlbuilder. • Consitler ihe govarnance stmcture for lhe naw culturel aM1s space. inclutling op�ians such as a not-for-pmf(ci�y lms�,ar other appropnate models,and�he po�ential impact of each on Ihe procurement process. • �iscuss the tlesiretl qualiBcations for the workforce housing component, ensuring it aligns with [he City's goals of provitling affortlable housing for culWral antl artistic workers while main�aining compatibility wi[h �he surmunding neighborhood. 3. Poten[ial Challenges and OppoMunities: . Itlentify any challenges in Ihe wrrent planning antl pmwrement pmcess. particularly regaMing the integration of worktorce housing and culturel spaces wi�hin the same pmjec�. • Explore opporluni�ies to streamline �he limeline, including [he possibility of vtillzing a Public-Private Partnership (P3J ro expetlite [he tlevelopment process,as well as ways ro align Ihe projec�wit�broatler city 9oals for arts antl culWre,workforce hausing,and economic resilience. 4. Neat Steps and Timeline: . Discuss ihe nezt steps for the City in ativancing the Bymn Cadyle Project, including any fuhher coordlnalion required between AMS, the G�y adminisUalion. antl poten�ial tlevelopers or partners. • Review[he projecletl timeline for wmple[ing the planning, procurement, and construclion phases of �he project, and �he potential for reducing delays �hmugh eRicien�planning and parinerships. The Atlminis[ra�ion shoultl be preparetl to atltlress the abave tliswssion poinls at Committee. FISCALIMPACTSTATEMENT N/A Does ihis Ordinance reauire a Business Imoact Estimale7 (FOR ORDINANCES ONLV) I(applicable,the Busineas Impact Estimate(BIE)was puhliahed on: See BIE at. httos:llwww.miamibeachfl.qovlcib-halUciN-clerk/meetinq�nolicesl FINANCIAL INFORMATION CONCWSION Aoolicable Area Citywitle Is this a"Residenh Riaht to Know"item. Is this item releted to a G.O.Bontl pursuant to CiN Cotle Section P-1�4 Pr� No No Was this Aoentla Item initiallv reauestetl bv a lobbvist which.as defined in Code Sec.1-481. inclutles a orincioal enaaaetl in lobbvina7 No If sq specify ihe name of lobbyist(s)and principal�s�- Deoartment CityAttomey Soonsorlsl Commissioner Tanya K. Bhatt Go-soonsor(sl Gondonsatl Titla Ret FERC-SIaWs of Byron Carlyle Project antl Con�emplatetl RFP ShucNre.(Bhatt) Exhibit E '/// From: Sleven�Wolff& NoraRr.�. AMS Date: March 31, 2025 v � e � x i x c Project: 1558— Byron Carlyle Cultural � s e e s e e x c x ., , . . � . . � ,. o . . 3� . Dear Mr. Alzuri, AMS Plannlnq & Research and TheatreDreams are dellgh[ed [o pui forward this revised proposal to continue suppor[ing the City of Miami Beach with the reactiva[ion of[he Byron Cadyle TheaTer. Our March 2025 report completed the exploration of [he feasibili[y of [he proposed Byron Carlyle Cultural Center and expands upon the opportunity by presenting an informed business plan and facili[y solution (work Phases 1 and 2). The next steps, Phase 3,are to formally identify all parMers involved in the public- private partnership(not-for-profit, developer,and muNcipalityl for this combined culture/workforce housing venture, defining their roles, establishing development relationships, and confirming the f nancing capital stack. To compiete[his work,following ou r di scussions with you,we have developed this revised scope in parMership with the Denham Wolf and Hilltop Securities teams, development counsel wi[h expertise in workforce housing and financing respectively. Please do not hesitate to be in touch wi[h any questions. 6as[reyards, Stevr>:i �d:oIF ams-online.com Scope of Services �ii AMS Planning & Research Advancing the Project ' Opera[ing ParmerSelec[lon & ManagemenL AMS & 7heatreGreams � � would assist to advance[he appoln[ment of a selected operating parmer - ' � � for the cultural center(Friends of the Byron)and support their , � preparation and planning to opera[e the proposed faciliry, induding � zelection of a design archi[ect. _ � • Development Partners. AMS would support the work of the proposed � � submntractors for the development and issuance of an RFP for a � workforce housing development partner. � • Financial Model. AMS&TheatreDreams would update the pro forma operating model for the cultural center m incorpora[e financial assumptions from workforce housing. . Community Input(if authorized). AMS&TheatreDreams would assist project leadership in conducting public presentations to City leadership, potential donors, programming partners, culturally active community members, and/or other influential stakeholders to gain feedback and suggest adjustments prior to completing this conceptual phase of the project (2 workshops) • Vision Report.To condude the Phase 3 work,AMS&TheaVeDreams would submit a final report combining findings from the in[erim report (March 2025)and workforce housiny s[udy findings- ADDITIONALSERVICES:S4O�000-SSO�OOO TIMELINE:^4-GMONTHS Denham Wolf Context&Development of RFP(subsequenttasks to be introduced at the appropriate time) • Denham Wolf would conduct research on zoning, incentives,the local real estate market,development feasibiliiy, and potential revenue sources to determine whether the housing component can effectively operate and, possibly, offset some cos[s of operating the cultural center while aligning wi[h city priorities. 2 Denham Wolfs work would be mordinated wlth financing exploratlon by �� Hilltop and incorporated in[o financial modeling. . Deliverable:A comprehensive summary of key research findings, induding: _ ' .� Demand analysis of revenue-generating opportunities from the - - _ housingcomponen[. - - - � . , Documen[a[ion of the Ciry's prioriiies integrated with market _ � research. _ � .. Assessmentofdevelopmentfeasibility, indudingmninq � \ regulations and available financial incentives. � flFP Preparation .. . Deliverable: Development of RFP materials, me[hodology. preliminary list of proposed RFP recipients, and preliminary term sheet. ADDITIONHLSERVICES:S75�000-�85�000 TIMELINE:^4-6MONTMS Hilltop Securities Financing Options . Hilltop Securities would focus on exploring financing options for workforce housing,which may indude the following altema[ives: , Public Prlvate Partnership ("P3") where a developer would bring in equity,design build,and then en[er in[o a management contract with the NFP ., Developerfinancing. . Issue tax exempt high-yield workforce housing bonds without any credit support .� Federal Home Loan Bank credit support through a standby letter of credi[ (this would require a band ro be involved) � Straightcommercialloans � Bankdirectplacements � CDR (Community Developmen[Financial Institutions) � Florida HFA (1f exisUng) workforce housing program ADDITIONFLSERVICES:S45.000-SS5.000 TIMELINE:^3MONTHS Based on further discussions,[he range of fees for Phase 3 are proposed a[$160,000-5190.000 plus expenses as de[ailed in our current agreement We look forward to reviewing this with ynu.Thank you for your continued confidence in our ream. 3 Exhibit C . �� ;�� ,. �. �. ....fY� ��'��.. .. � ... �ls. �f . .. , . . �,. . � ' ( _ \ �� � � r �i \ 1 � � �V.4 � � ��� ��� � � � �� \ ( \ A �ia � \ �..��, ' � \ �� __ �i. � � � � , � , � , �. `V �\ ��. �\ .� '�_ � 1 �� , � , �-- 1 '� '` � � �' � \ � � i o " .aw, . � \\\, �j� � � - � � • � � �� a_� � � � - � � �, � �■ 1 ���� �.. ; �� � 1 ' � � � , A ��� � c-� •. . � s f � � 1 ' � �,, j� � � � �� � ,, , n , �,_ � �1. � .� �---" � ABOUT DENHAM WOLF Anessentla'� reso�rcefortnenonproflt �aawsnc�oNseev�ces community, DenhamWolfprovides ce�h��,v�.'oif�sr�ar;acr�o� se��-���-es �s�ompr�=eaor expertise in projed management, m��P�nan�md'�nor,ai erokeragP. Ay��o-t���w�en orP��s development, andtransactions. Through �°�er�oememw.era�eredob�e�t���sorat�a�s�c��o�, thcscintegratedservices, thefirm a°�tner, appiyr�go���onr�n�auyexpa�,d��gk�owizdQe ef the real estate markel. we can approach orejects in a empowers organizatlons to take a �T;i�r�d a�d ml�s�or,-tlrsr ma��e� urc�matey,we ens.,re t�"IOLlghtfU , fT1155�1011-f'I�SidppfOdChCO (�ataveryrransartionvupportsanorganlzationSshor[- real estate. Denham Wolf has partnered a��d i�og-re�mqoais. with hundreds of diverse nonprofit . . . Wc havecxtensive expenence struetunng and organizations s'mce IYs founding ln 1998, negoHati ng hansactlons M Vdrlous scales,sectors. Shdplflg f711IIlOf1S Of SqU8f2 fBEt. and sophisticatlon levels. O�rTransacfion Services In order to b2sF serae tne nonprofi[mmmuniry, the �n:lude mmprehens��ve represe�lation of nonpro�lt professionals al Denl-am Wol'umm�ip�ss e ianK�of �andlords and te�an's, property acqu��sillon ((or lease sk I sets.Wu ar� �zocrLs Ir�evaluahi g dcvclopitmn[ and purchase).a�d property disVoslLion(for Icase and potentlal and in helping organi�ations understand s�le), Our port(olio cf transacCions inciudes hundreds of znd efiec5velyacton that poleNial,eoen�n the dcals, �anging in sca�e from_',000 square feet to more mostcnraplexmnaltions.OwP.xpenencedbroker,s �hanlL�0.000sq�arefeet. con6nually advance[�7eir knowledge of the real estate landscape to Felp dients Kain access to the mosl PRo�ec1 mnrva�emeN� sekvices relevantopportunities. 0urfrrrisprojectnanagers CenhznWolPsProle��N1anagementSen�Icesensure ensurethat an or3a�izations physical environment is lhal an organlzal��on's physkal ervlro�ment(ully fully supDertve of lli mision, by�horoughfy assess�n3 supports lts programs 3nd mis=_ia�. N/ith expertise s0ace�and guidmg cllents lhrough tlesign and sueh as creating capltal project b�dgets.structun�g mnstruction F�omssus. carefally phased projectsched�les,and navigating the DenhamV�ioi�servesasthedlenYsirustedadvisor selectionofdi�rerseprojectconsultaNs,ou�prolec[ oneveryrealest3teprojec,. 0urextenslveexperience managerstho�gh��ullyguidedientr[hroughplannln3, with nonprofits mmhined m�ith cur culWre o(learn ng implementation,and ocruPancy. en 3bles us to d��ri,e aeat'me,d errsped(i�solutlo�s.A IonysLanding mrt nntmenL Lo lhE��onpro�t m nmumty Comprsing all aspects of Owners ReOresentafion. o�r ensures thot,in addition [o�ddressing meLrics of P�olcct Management Services address every design finan�ial vlabllity. we c�nti�ual'�l'er,0lore the ways in and mnstruction pioject phase. We supP��t clients whi�h real estate pro'lects can improve societal and tnmugh p�ellminary planrnog, fundmq and!inancing, em��.ronmental welbbeing. �es'ign. permlTting and aGPmvals,blCding,ron;huction, doseout,a�d occdpzncy. SGecific services inciude maoping che sourcesand mes of prejeG funJing (irduding publi�sector fund��ng), selection and ;�Ffn� 1 , �andr�r�rnrtionfa�m� �o��Y�c DENHAM WOLF ABOUT DENHAM WOLF otV6�ovrv�Er�i 5E'avl<Es :1rce�ee have answers to these quesfions,we have dear Denham Wolf's IleveloGment 5en�ices provldes our Parameters o�the vis on br the pmject. Afterthat we dlenls with the darity,expertise and tools they nee�to help organ�zations find [he next step is to find the right �nbc<thedeveloprnentpotentialof�nyunderperforming �evelopmentpartnertocarrytheprojectforwzrtl.To rezl eslate they o�.vn. Whether a�organ'�iatlon owns a accomplish thi3,we Oversee mmpe�itive RPP pmresse�. ste wlth cevelopment potential orseeks a new location negoliate aggressively wiLh developers,and mord�nate lo builc�a �acility Denham Wolf helps nonprofits bulld fhP Aeveloomeat of kec transartion dorumanfs mdth legal mnsen5uswithin�hPirorganilatinnsandrnmmuniCss =ounsel. around a strate3y fortapping tha[ potenEaL'o enhance Development Planning/ Development Feasi6ility organizationalsustamabilitY�^�hilemaintaining ypEassistaonpro(Itrbyguldingthumthroughathorough mission allgnment ai�d mlrimi�mgdeveloper risk.0ur � p � g process[o iAentlfy the real pre-develo>rnent '�annm developmentadvlsoryse�vicesmalnlyspli[oetween estatestrateoythatbestalignswiththeirmission, development feasiblli'y and develoVerselection. asuireLons.and market mndltions. best rcal eslate Our leasiblllty process helps nonprofl[s arrlve at a'$o-no- scrategy This process ensures theirgoals, mission, gn"de.cision as qulckl; ard mst effectively as posslble. and prograins allgn with thelrreal es[ate plans.As That Is why our firststep 'm the process is to complete a�e=ult,or�ani.ations can make informed aec�slons a thorough Cevelop�nent feasibll'ty st�dyto articulate ebout•nhether a�id, If so, how tu mwe(orward w'.th developmentgoalsandexam�nethephyskaland �evelopme�to�mnsider�lternativenextsteps. financial implications of mul6ple develop�nent optlons. Developer Selection Our process o(ten indudes developi�g answers to the Once a nonpro�it hias decided to pursue a developer fnllowing��uestlons�. �orits�eal esta��e fhrough el�her a sale or lease. the • What do you have? Development Servtces team at Denham Wolf asststs • Wha[do you want� the organizatlon In aeanng a salection prucess and • What does the marketszy? ���stamiied RFP that reflects ihe organl�ation's priorifies and non-negot'mbles. From RFP through fl�al mnhacts �nd n6bomcutting, we ensure Ihe organballon's goals �re p"onliied, and �he colecled dcveloper anA i�s hvclopme:dplirSmFloc}thc�rtna �;ab.ShedbytPe. no�proht. RFP Response Vl'e guide�onprofl.-s through thc oroccss of securing a msslon-allg�edparh�er�cr >ub'�i-.-9?'� C^velopersoften see nonprofits as a box tocheck r=.ther lhzn key partners In the proposal drahing process.We remgnize the value nonproPitr bri�g to mlxed-use projects and ensure their interests are protected.We neKotiate slrong business terms m bot7 interim and �ong-`erm agreementi,ensuring [he project serves their needs Ihroughout the soGdtatlon processand Ceyond. DENHAM WOLF DEVELOPMENT SERVICES TEAM � 1 ;Y t�t� � �ids. h I >lai�cnl e �. v ; > > > > ��i �F � . n�i t .� � t i P�: I �. th.. � Fn�' i, LV. �h nexpen�n dii�i.F.1� �e ,pieitbi�oinsl�geflarpc�a!F '� � .,opers,nonproli[agan�.zabons,a�d local Koveinment She holds Lechn�cal �"�- �I.uuwltn�itygwanrncnlp«scdurcSsuJ�asbudJingmriplcxmnfracting �lu�es,coinbining financingincen[ives with��n a pmlect,and develope�selection zh sn RFP pro�ess_Pnya hes a decade of experien2 gufding non��rofits � .,tih acr.uislf�nn, renovation,a�d new mastruction prnjects In parallel wlth the PaIVA ANANTHANATHAN - -I e(inandng app-ovals pmc�s.Be(o-e jo�ining Danham VJolf, Priya was a V�ce ���den[wlth�n the(unding team at the New York Ciry Econcmic Deveiopment , ,. i �. >oration (NYC EDC). I . � ' � :ver ten yeaa of professronal experlan�e in nonprollt leadership and real nnalysis,Gere's versatile toolkit is a valuable asseL Gene's Daekgro�nu � .�_nal•�s�s,markel resear�h, dlen'scrvi�es,anC nonprollt rnanagemenL �^� � — n him to supporUenham Wo�dlents fedng a d ve-se arrsy nf challen�es. n:... �� . � i 1 1 I ' cular his eepenence working viifh nonp�ot'�t boaros and axecutives ena6les � � �,ae real estate opportunities th�o�gh the eyes of nonprofit leaders. During .ire at Denham Wolf. Gene�as managed several complex mrsul6no -�enrs for a vanety of conproft organizations seekingdata-driven s[ra[egic x in managi�K their real estate asets-He ha5 also he�peC ezpand Denham �EPoE �oLDSTEIN-PLESSER .�Norkintheaf(ordable �ousmgsectorasostngnenprofitaouslrgdeveloDe�s "�""�"' . .�:e acquisition challenges. ���a hclps evauate the feasihl!lly and impzct ol development projects. �_onduct � xh billgonce oFreal es'ate documentation,and suCPortthe GreoaraGon ,� � F� enK n�cessary formn ple �e3o6atio�s. She is also inst umental tn .�.�gaad 1i unistcringR y�c,t`crPreVosels(RFPs).�I Iscahassubslamlal � � �nce in mmmunityand ecoromit development and a track record o� �fi�l veork 7n real estate enc affordaMe hous:ng pe�i�y.Belore joinln¢ Denham 'ie workaA oe a range of urban planning anA r=al asta�P imiwfi�es,ini ludine � i��a cemmu nfly foundatlon nn a s[rategic approach to their(i rst real estam cment. performing finandal analyss br a �ationzl nom�mfit,and deve opiny _ u_HNWLeN �rceA^eeiopmen� p�ansforoNsho2�vr�ddevelopmen[pro0�sals. lnaddltion. � ' �`�� '` `� ..�rked as a ManagemenrAnalyst at ne OfHce of Aftordable Ho�ring at[he _ i� , �� a� � �:azem�r �fHo�sirg.a'dJrFarDr:elq�ment �m�e�e=hedeepen�Cher _ �.., I ^ - _�i . P. 1. - ..._r. DENHAM WOLF FEATURED PROJECT 287 EAST IOTH STREET Boys Qub New York's (BCNY) Harriman � - �� � Clubhouse had housed after-school � { . . icao = � �l � � programming for the East Village's boy5 °�� �: � � _ young men since 190t The seven-stor, ?��= � �� ' �+: ,� . :, � 50,000-square-foot was a long belovec � �;..�.• by the East Village community. Denhan� „ �=:�� Wolf represented a private foundation �� the acquisition of the 120-year-old build�ng, � ,�:� . . .�,:,����� _.�- s�ouu �� The foundation intended to ensure the ongoing nonprofit ownership of the property and to carry forward the building's legacy of community-facing programs. This transaction was the first in an anticipated multi-transaction process, collaboratively designed by Denham Wolf and its dient to preserve the building for community use. Subsequently, Denham Wolf led a community-Informed RFP for potentlal new awners of the bullding, wnich resulted in the selection of The Joyce Theatre. The Joyce purchased the building for 50% of the orlginal acquisition price and was provided long-term financing from the seller to allow The Joyce to fundraise for the necessary capital improvements. DENHAM DENHAM WOLF WOLF FEATURED PROJECT CHURCH OF THE VALLEY The Church of the Valley ("The Church") ��'r'' ��~ � „d.., . � ,, is a non-denominational Christian '— ' I church in San Ramon. With over 100 �� � � I� t � members, many of whom are actively � �� � � involved in various ministries and church `�� : �" � activities, the Church beneflts from a � • highly engaged congregation dedicated ��:%� <�� �� s.,=k�� .�� �_ ,. to supporting its mission. In keeping '� 5� '� a�'° s'�� with its mission to build community within its community, the Church intends to pursue workforce housing to support the community's workers, educators, and emergency responders, who typically cannot afford to live near their workplaces in San Ramon. Denham Wolf is currently supporting the Church in refining its vision and selecting a vislon-aligned developer to realize its goals for this project. DENHAM WOLF FEATURED PROJECT ARCHDIOCESE OF NEW YORK The Roman Catholic Archdlocese ol N- �� '�� � York ceased operating the Church of St ' �-7'��� Emeric and the St Emeric's parish sch�cl i�� .x_� i 2013. The buildings lay on a 60,000-square ;. -� - � � foot lot ln Manhattan's East Village. The �� Archdiocese was interested 'm maxlmizing the �_��• ��.� , ., - +r value of thls site while helping to address the local community's urgent need for affordable ` ' ' ' `` ' ' ` housing. Denham Wolf was engaged to run '�� b0000sFa�����u�-,���,����� the process of developer selection. Denham Wolf aggregated critical site information, confirmed the Archdiocese"s development prlorities, curated a list of appropriate developers, and prepared a thorough Developer RFP. Subsequently, Denham Wolf engaged the development community through dlrect outreach, distributed the RFP to selected recipients, analyzed all responses, led developer interviews, and ultimately worked wlth counsel to negotiate agreements with the selected respondent. Denham Wolf continued to support the Archdiocese throughout the agreement's pre-dosing perlod, assisting with site access needs and ensur'mg that all necessary analyses, document revisions, and diligence items were addressed promptly. DENHAM WOLF FEATURED PROJECT THE CHURCH OF SAINT LUKES IN THE FIELDS The Church of Saint Luke in the Fields is ` _. :: = v ' � '; ` , - .-;-. � a vlbrant and inclusive Episcopal church. � � '"'�'��� A full range of Denham Wolfs service5 , .����`o"�� �� � has made it possible for St. Luke's tc ��`' � � pursue a lucrative and on-mission �}' '� � =�' �� approach to private development or its - �"��`� � clty block. As a development consultant, ��,�� � broker, and project manager, we lead the implementation of this approach, ��� � �;� 4� .� : which will result in the growth of �„ , Church programming, an endowment ��� ' to help sustain the Church long-term, ; the generation of funding for a new ,;�` � ���� 4 :� � ��' � �, community center, and the development ,� � � �, ' t � • of a 75,000 square foot residential '�'�^-"'�'� b-W";`� '�'f• �:. �*�-,.. building. Denham Wolf has also secured � ��.,,,,�� a long-term lease with the site's school, � ' . --" enabling the school's renovation and 20,000-square-foot expansion. s��E Rvo hansaet ons Yhst evill faeiliWtc 95AG0 sq�are feet o`new development oversight o(Lhe renovation cl six historlc townhomes (apFroximately 3�900 scuare fect) DENHAM WOLF FEATURED PROJECT CONFIDENTIAL HIGHER EDUCATION ORGAMZATION A Higher Education Organizatlon sought a development partner to build a mlxed- use academic and commercial life scienc _= � building that the Developer and the "a'-,' Organization would jointly operate. ThF ' '���� site is a city-owned parking lot, and the organlzation has over 70 years remaining on � a long-term ground lease for the property. Denham Wolf worked with the organizatlon to darify their goals for the project, craft an RFEI document that reflected those goals, and administer a competitive process on the Organization's beha�f. Through that process, Denham WolYs detailed analysis of the proposals allowed the dient to make an informed choice of a small group of Finalists, who were invited to refine their proposals in collaboration with the Client and Denham Wolf. To accomplish this, Denham Wolf worked wlth the Finalists to develop detailed plans that met the ClienYs requirements, vetted their f�mancial analyses in various structures, and reviewed renderings. Following a thorough analysis of the Finalist proposals, a preferred partner was selected, and Denham Wolf began the process of r�egotiating a `errn shect for the proiect that � . 'ies a'� x � � u"�� I�F �efit f�� � � !i�-n'. DENHAM WOLF SELECT ADDITIONAL PROJECTS HCIv TRINI'Y CHLH01 IVVJODD � � . I � � � ,'y _�� . . �.nH-�. - � i �.�� { I, iit: i 'i�� j Y �r � mrduredworshpzrd �nsTadprodramminyonths [ewh� � � ji� a oar sh ho�se, �nll I all and a szn<luary budding h propc- � � ���1� corsiDerableremainngdev2lopmentGo[entalpreentedthe ..�� cansh-sustainir� evenue-Denhair Wolf led the ezploralior o , . . �, " " � � Ce lopment approach to Lhe ste administered o highly mmp � �. .eJoper selectlon process.nr.�cversaw the resWting desigr. .. . � ���" . I a::o�i proa ,s on hi�hal-of thc p��isi. eaiscovn�oioces�oFai�oocis�nNo � � 1�,� — c . II��A �Icf I iccasedholdingsenAcesm2Ql2_Whenthe ' � .`�'< -saged J n�iarr 'Noif lt had already bee�working for neady ter " years=o�etermine a s[rat�gy for repurposing[he block in suppor(o! �.� missien. '�enham Wolf led[he Dbcese through an efficient procers I.�. '� � cor�ensus among the Diocese on potential strategies.Afte�cc�sul� ; . � with majorstakeholders and analyzingdata from ��n-depth m�rket a �a�. Denham Wol� helped [he Dlocese deveiop a rwc map `w the next s��� � ,� h 1 � .1� Luutilizeitsrealctn[oassetsbol�rr.T�icD�oc , 'i:ir�l�roc. engagedinalong-tenr,delibera[e,mmmurnty � ,d .� p�oa� i.,��, � i-�p u�enting the d�usion>made du'Ing cur p oces COOKE CHOOLANDINSTITUTE i ��� , I L�oe s ves st�e nt� v th a i�ll spe�trwn o(c 3 r �_:; r > znA I arr �g disa�d ties \NhPn Dernam V��nlf a r� -d t � h.�. I � � wis oper�ting It educat onal p�oKra ns out ol Lh � I ascd laali ie- � � , � F � �+dh dn inislrhon Y ou�eJ in a separate neighbe hnrd �e��ha r J;.� � �E helped Cooke explore the full or part al �onsolH� i i fs p-o c .. � ��� � ��� subse�uantly led the schocl ir thc acqulsibon f,i - . sq . � � _ � � ��1 i marke!developrc�lsile. lhissit�(aulilztudlY . � iu tiou � . . . . i r.c�haf s .ii..�.nt.i �Yo Ifl Ycnr�c� i.. . MI�TOWNHRTSAN�THEATERCENTERHOUSTON ��:'� — a--� I ll L Cfih ' � n, 9 � I'"uOJI . �. . Hi� t n s visual a� I perfor7 inq rt r� �ps an a 3 r i:c , �i ior Exhi� �ons and pErfo man<es Ihc �1idtcwn >& �heat: � �,-.� �1����,� � I I x stcn (MATCI 1 rs(�rrneA �'tar se re�al y z s of IocKlrt ` � � Fon e VIATCH Fad dentif�ed an ideal iocation i� Midtown,a n iyh;��I' � . �1�� �� r' � Y t���e� doua^t znd I1.e Mi 5 iu• �is�r r�;T..�:�M�dlca l�r [_� " w7�"�ay-' "� i� . ,.-,�.i . � I `.':1� I . _ i .� �4-1 . , i DENHAM WOLF SELECT CLIENT LIST HEALTHCARE SOCIAL SERVICES CULTURE AND COMMUNITY ' i i I �Ib ,� �... 9F.. I ,. 1�.r.. C ". : :r�,�., . .. . . . . ' m�- ' �-�i�m..n . I i �I I, PJrC,.ork �.h i ^ 1 � �r:i� F ara �5 �� .r r.. S i � ���- r r c�� 3rc.�m I.cPolclt � r i am�� ; �oi,nci .JU6 ,ti +r.3t�a Health ;:enter �ovene�t Hc i5e of New York ;:anbbean :.mtural l:entar A(rican Ccrebrzl Palry Asmdations of NY Familv and Children's Asmciation Diaspora Institute Comm��nity Healthca�e Net�ocrk �oun[air Hcuse �hldren's Museum of Manhattan Planned Paren[hood �f Si ��I�- � � -I �.�.�i-�� , . � � yc-� _'u,� Island USA "Jew Yor�City . , . .-r � and Children Association �'n^iary Ca�_ , a Yoga Aswdation o{G2ater -, c-- tr��p �.-.�ii��r LEGALAND I ��!ork . . CIVIC SERVICES �.nh���an Neighborhoad Ne�work _. r�.ot , _ Iz[-naUarMuseuminHzrlem EDUCATION . �:�I Vcm� rorkRestoatlonProlect .. .�.'.i '."�.� , trr� �-• �ers Allian�e for New York New York Road Runners � c�l� . _� �_.�, `IzYionalCe�terforLaw NonprofitNewYork C�ty and Counby Sc��ool ano tmnomicJustice Poets House Col�mblaUniversty NeiRhborhoodDefenderService IlmesSa� � i �_ Cooke School and Institute OsborneAssociation Van �I�n I�i�-�,� �. DillerQua�le School of Music Social Science Rase � i �uir�r.11 _ . . .. HAFTR WamedsPnson�s�ia ior �lademAcademy Ver Imbt tr`o�.� -.-ce PERFORMINGARTS Maple Sheet School �/:��k r I e�nce . � . � .. � � NationalAcademyof7es�<n . .. . . ti�sV�„ Nelghborhood Playhaus� FAITH-BASED . . � ' I��i TPak Fe 'owship >�c�c �ce�a�,� f�e✓: Yorl . -r�: �. .r, ompan, TI r �h -t ":iu�c ` F�: .�.h.i�h ,f�tFdwz � ieMartyr 3arrowGroup . , .,� cFr�LLI�er���ieFlelds BaryshnikovArtsCen[er =r:'-inur�,y o�the�� loly Spin[ Dramatisis Guild of Amenca FOUNDATIONSANDSOCIAL .�.n-gregationBeEhtlohim LeagueofHmericanOrchestras ENTERPRISE -ust Chw'ch of Christ Scientist W611e Lortel Fwnoatlon -. _ i.. .. .. .,,�. . i �o�I Trwn Jewish Center New Dramatists � -�nr�._�,-�.�-� =p smpal D��ocese of Long Island The New Group vecHn�vs Unlor- Ep:scopal Dloc�e o(Nem�Vork �PERA Amencz GreenwallPourdation FourthUnlversalis[Socety ThCPubllcTheater -ia�ry Frank Guggenhei n of New York Repertono Espanoi �oundalion Rrst l,nitarian Congregatlonal Rio�Jl Dance NY -loward 61lman Poundation �odety of Brooklyn Roulecte Intermedium J.M. Kaplan Fund Redeemer Presbyterian Church Roundabout?heztre Company SosciuszkoPoundaLion Society(ortheAdva�cementof STREB OneAreFurd ludalsm SympnonySpace Rocke(eller Fhilan[hropy Advisors �L Augustlneof Hippo Tneatre Development Fund Up�3ht �itize��s L��Igade DENHAM WOLF