Execute 10-year management agreement with Underline Conservancy

AGENDA ITEM SUMMARY FORM File ID: #17339 Date: 03/05/2025 Requesting Department: City Manager’s Office Commission Meeting Date: 04/10/2025 Sponsored By: District Impacted: All Type: Resolution Subject: Execute MOU - Underline Management Organization, Inc. Purpose of Item: A resolution by the Miami City Commission authorizing the City Manager to execute a Memorandum of Understanding (MOU), in substantially the attached form, with the Underline Management Organization, Inc. doing business as the Underline Conservancy for the City of Miami. Background of Item: The City Manager is authorized to execute an MOU with the management organization for The Underline's investment, operations, programming, maintenance, and management. The City Manager is further authorized to allocate funds as specified in the MOU, including up to $8,702,869 million for fiscal year 2025-2026 from the General Fund and other sources, with funding for subsequent years subject to availability and budget approval. Budget Impact Analysis Item is an Expenditure Total Fiscal Impact: N/A Reviewed By Office of Management and Budget Aniska Elliott Budget Analyst Review Completed 03/10/2025 12:39 PM Office of Management and Budget Leon P Michel Budget Review Completed 03/18/2025 2:59 PM City Manager’s Office Natasha Colebrook-Williams Deputy City Manager Review Completed 03/27/2025 4:37 PM City Manager’s Office Arthur Noriega V City Manager Review Completed 03/27/2025 7:36 PM Legislative Division Valentin J Alvarez Legislative Division Review Completed 03/31/2025 2:37 PM Office of the City Attorney Jihan Soliman ACA Review Completed 04/01/2025 12:19 PM Office of the City Attorney George K. Wysong III Approved Form and Correctness Completed 04/01/2025 5:47 PM City Commission Todd B. Hannon Meeting Pending 04/10/2025 9:00 AM City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com City of Miami Legislation Resolution File Number: 17339 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A MEMORANDUM OF UNDERSTANDING (“MOU”), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH THE UNDERLINE MANAGEMENT ORGANIZATION, INC. D/B/A THE UNDERLINE CONSERVANCY FOR THE CITY OF MIAMI'S (“CITY”) COLLABORATION IN THE INVESTMENT, OPERATIONS, PROGRAMMING, MAINTENANCE AND MANAGEMENT OF THE UNDERLINE, AN APPROXIMATELY 120-ACRE LINEAR SET OF PARCELS OF LAND ADJACENT TO AND BELOW THE EXISTING METRORAIL GUIDEWAY, FROM THE MIAMI RIVER (BRICKELL AREA) TO THE DADELAND SOUTH METRORAIL STATION, PORTIONS OF WHICH LIE IN UNINCORPORATED MIAMI-DADE COUNTY, THE CITY, THE CITY OF CORAL GABLES AND THE CITY OF SOUTH MIAMI; FURTHER AUTHORIZING THE APPROPRIATION AND ALLOCATION OF FUNDS FOR THE PROJECT, AS DESCRIBED IN THE MOU, ATTACHED AND INCORPORATED; FURTHER DIRECTING THE CITY MANAGER TO APPROPRIATE AND ALLOCATE FUNDING, IN AN AMOUNT NOT TO EXCEED $8,702,869.00 DOLLARS FOR FISCAL YEAR 2025-2026, FROM THE GENERAL FUND AND OTHER LEGALLY AVAILABLE SOURCES OF FUNDS, WITH SUBSEQUENT YEAR FUNDING SUBJECT TO AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT TIME OF NEED; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE SUCH OTHER DOCUMENTS AS MAY BE NECESSARY, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, IN FURTHERANCE OF THE TERMS AND CONDITIONS OF THE MOU. WHEREAS, the City of Miami (“City”) is a municipality within Miami-Dade County that borders The Underline, an approximately 120-acre linear set of parcels of land adjacent to and below the existing Metrorail guideway, from the Miami River to the Dadeland South Metrorail Station, involving multiple municipalities (“The Underline”); and WHEREAS, The Underline is being developed in three phases to transform the land adjacent to and below the Metrorail into a first-class, multimodal urban trail and park area, enhancing accessibility to eight Metrorail stations and four municipalities, and serving over 125,000 residents within a 10-minute walk; and WHEREAS, the 10-mile corridor will provide pedestrian and bicycle paths, improvements to over 30 intersections, access to public transportation, lighting, and recreational features such as butterfly gardens, playgrounds, exercise equipment, sports courts, picnic areas, and dog parks; and WHEREAS, through a collaborative approach involving the United States Department of Transportation, the State of Florida, Miami-Dade County, the City, the City of Coral Gables, and private donors, The Underline secured funds to complete the construction of a 10-mile multimodal trail, linear park, and open space, with Phase 1 and Phase 2 already open to the public and Phase 3 under development; and WHEREAS, the Conservancy, a public-private board composed of appointees from the Friends of The Underline and publicly appointed officials, manages all operations, maintenance, management, programs, and art for The Underline, and will oversee over 120 acres of mobility and park spaces along the 10-mile corridor upon completion; and WHEREAS, the Conservancy has developed a pro forma of funding dependent on contributions from both private and public sectors, including Miami-Dade County, the City, and Friends of The Underline, to support ongoing programming, operations, maintenance, and management, recognizing The Underline’s significant economic, environmental, and social impact, and ensuring its long-term viability through the a proposed funding plan (“Funding Plan”) commencing in 2025 and extending through 2035;

NOW, THEREFORE,

BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized1 to execute a Memorandum of Understanding (“MOU”), in a form acceptable to the City Attorney, with the Underline Management Organization, Inc. d/b/a The Underline Conservancy for the City’s collaboration in the investment, operations, programming, maintenance and management of The Underline. Section 3. The City Manager is further authorized1 to appropriate and allocate funds pursuant to the terms of the MOU, as described in the MOU, including an amount not to exceed $8,702,869.00 dollars for Fiscal Year 2025-2026, from the General Fund and other legally available sources of funds, with subsequent year funding subject to availability of funds and budgetary approval at time of need. Section 3. The City Manager is further authorized1 to negotiate and execute all necessary documents, including but not limited to a MOU, all in a form acceptable to the City Attorney. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions. 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission.