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HomeMy WebLinkAboutSEOPW CRA 2013-10-24 Minutes SupplementalCity of Miami City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Di • IN Q9▪ IEP 99 i �YD Meeting Minutes Thursday, October 24, 2013 12:00 PM SUPPLEMENTAL Miami City Hall 3500 Pan American Drive SEOPW Community Redevelopment Agency Michelle Spence -Jones, Chair Wifredo (Willy) Gort, Vice Chair Marc David Sarnoff, Commissioner Frank Carollo, Commissioner Francis Suarez, Commissioner SEOPW CRA OFFICE ADDRESS: 1490 NW 3rd Avenue, Suite 105 Miami, FL 33136 Phone: (305) 679-6800, Fax: (305) 679-6835 www.miamicra.com SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 RESOLUTIONS 1. 13-01271 Present: Chair Spence -Jones, Commissioner Sarnoff, Commissioner Suarez and Commissioner Carollo Absent: Vice Chair Gort On the 24th day of October 2013, the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency of the City of Miami met in special session at Miami City Hall, 3500 Pan American Drive, Miami, Florida. The meeting was called to order by Chair Spence -Jones at 3:15 p.m., recessed at 4: 53 p.m., reconvened at 9:16 p.m., and was adjourned at 9: 47 p.m. ALSO PRESENT: Clarence Woods, Executive Director, CRA Jessica Pacheco, Special Counsel, CRA William Bloom, Special Counsel, CRA Todd B. Hannon, Clerk of the Board CRA RESOLUTION A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENT(S); APPROVING THE VARIANCES APPROVED BY MIAMI-DADE COUNTY WITH RESPECT TO THE DEVELOPMENT OF BLOCKS 45 AND 56. File # 13-01271 Cover Memo.pdf File # 13-01271 Legislation.pdf File # 13-01271 Signed Legislation.pdf Motion by Board Member Suarez, seconded by Board Member Sarnoff, that this matter be ADOPTED PASSED by the following vote. Votes: Ayes: Chair Spence -Jones, Commissioner Suarez and Commissioner Sarnoff Noes: Commissioner Carollo Absent: Vice Chair Gort CRA-R-13-0071 Chair Spence -Jones: Now, what we're getting ready to vote on now is what you don't really understand, which I understand that you don't understand it. So with that being said, let's -- thank you, Mr. Soto. Clarence Woods (Executive Director, Southeast Overtown/Park West Community Redevelopment Agency): The supplemental agenda. Chair Spence -Jones: The -- we had to have a supplemental agreement. This is based upon All Aboard Overtown Gateway Project. Remember, it had to go back to the County for them to make their adjustments on -- Mr. Woods: The variances. Chair Spence -Jones: Right. So, Clarence, you want to put it on the record? Mr. Woods: Yes. Commissioners, item number 1 of the supplemental agenda is a resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment City of Miami Page 2 Printed on 12,18, 2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Agency, with attachments, approving the variances approved by Miami -Dade County with respect to developments of Blocks 45 and 56. Chair Spence -Jones: You have any questions, Commissioner Sarnoff? Okay. Board Member Sarnoff. I do. Chair Spence -Jones: Please do. Mr. Woods: Again -- Board Member Sarnoff. Again, I don't think I understand this well enough to vote for it. Mr. Woods: Again, Commissioners, back at our last board meeting, you guys voted on the -- well, not at our last board meeting, but at the board meeting where we chose the projects, the developers for Blocks 45 and 56, there were also variances that needed to be approved. You approved certain variances that were requested by the developers. It had to go to Miami -Dade County for approval. They approved some of the variances -- most of the variances that were submitted to them, with the exception of number 6 that's -- was it number 6? William Bloom (Legal Counsel, CRA): Right; number 6, where -- Mr. Woods: The indemnity. Mr. Bloom: -- in lieu of providing an indemnification agreement, which was required by the settlement, we had requested that the County delegate the Mayor or its designee the ability to accept an alternate risk management solution. The County rejected that variance, and so if an indemnification is not provided, any alternate risk management solution would have to be approved by the Board of County Commissioners; that was the first change. The second change is the -- what had been proposed is if we don't reach development agreements with both developers, we could proceed with the developer who finalizes its development agreement and rebid the other block. The County rejected that -- Chair Spence -Jones: And I'm sorry, I'm sorry. And I feel the same way you feel about this. I mean, literally, I just got briefed during, you know, our break, and, you know, I'm very uncomfortable with even voting on the item. I'm going to be honest with you. Mr. Woods: But we have to. Board Member Suarez: Is there -- let me ask you a question: Is there a time -- some sort of a time --? Mr. Bloom: The approval is required by the board -- you know, since the meeting was cancelled for Monday, the executive director tried to move it up to today's meeting, but he didn't have opportunity to brief anyone, so maybe we should just defer this item and the companion item until the next regularly scheduled board meeting so that the Commissioners can properly be briefed on the -- Chair Spence -Jones: I mean, I just -- that's just my -- I feel that way about it. I mean, literally, I mean, I went from "Okay, yeah, on the City side, we have our portion that's going to go into the community benefits agreement" to not having anything on the City side. So everything that we voted on and we promised the community that we would be doing from the City side totally changed so, honestly, I was very disgusted with what happened as a part of the overall process. And I know my -- I see our team over here, like stressing out over there, but I'm glad I'm not the only person that feels this way about it. City of Miami Page 3 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Board Member Sarnoff.- Well, you've created a hostage situation. The way they have created it, one person can control this entire process and -- Chair Spence -Jones: It's not good. We should be working together as a unit, both City and County. This is not about one particular body; it's about both bodies coming together to create something that's going to be good for the community, and up until today -- I see the look on your face but -- Board Member Suarez: Can I just say one thing? Chair Spence -Jones: -- I'm just telling you, I'm not -- honestly, I'm not happy with it. Board Member Suarez: I hear you. Can I just say one thing? Chair Spence -Jones: It's not going to change whether or not I'm happy with it. Board Member Suarez: That's fine. Mr. Woods: Commissioner, I think we -- Board Member Suarez: Listen, I have a feeling there's some things later on that aren't going to change in terms of issues that you and I have. Mr. Woods: Yeah, yeah, I don't -- Board Member Suarez: So that's okay. Mr. Woods: 'Cause nothings going to change -- Board Member Suarez: Right. Mr. Woods: -- with this. Board Member Suarez: And that's okay, and that's okay. Mr. Woods: We need to have a resolution to this -- Board Member Suarez: Yeah. I mean, what I was going to say is, I think there's two issues here. One is, you know, the brevity with which we were given the information; okay, that's issue number one. Issue number two is the change from -- I mean the major change -- so, you know, my only thing is -- I mean, it's not a long document. It's a three page document, okay? So if the holdup is reading the document, I don't think we have a -- I mean, we could do that. We can table it and do it later, I mean, in terms of reading the document. If the holdup is just we want to -- we're not happy with the first part of it -- Chair Spence -Jones: Yeah. I mean, I'm just telling you, it's -- you know, and I didn't say it, but Commissioner Sarnoff said it, andI know everybody's freaking out in the room, but, you know, I just really feel like at the end of the day, this is not a partnership, and, you know, I don't mind tabling it. This is my last meeting before I depart, and my word for today was "joy," and that I was not going to allow for anybody to steal my joy today -- Board Member Sarnoff.- Good. Chair Spence -Jones: -- even though it's been attempted four or five times. City of Miami Page 4 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Board Member Suarez: I'm sure there'll be four or five more before the end of the day. Chair Spence -Jones: I'm sure there'll be four or five more before the end of the day, but I don't have a problem with tabling it and, you know, having the opportunity to talk more about it, but Henry Crespo -- not Henry -- Al Crespo made a point, and, you know, I want to be clear that this is not a material change, because I asked the question, you know, "Is this a big difference in the agreement?" Board Member Suarez: And my only point is this -- this is my point, and we'll leave it at this and we'll -- I think we should table it. My point is we've been -- this has been a difficult process because of the back and forth between the County and the City, and this has been a difficult process because of lawsuits, and we're finally at the end of this process, and my only -- Chair Spence -Jones: I understand but -- Board Member Suarez: Let me just finish. Chair Spence -Jones: (UNINTELLIGIBLE) Okay. Board Member Suarez: My only thing -- I'm not trying to rob your joy, by the way. My only thing is -- Chair Spence -Jones: Steal, steal. Board Member Suarez: -- let's -- when we're not able to finalize these things, it's the community that suffers at the end of the day. Chair Spence -Jones: Oh, I understand. Board Member Suarez: So let's keep that in the forefront of our minds, because at the end of the day, that's who's going to suffer. We can keep bouncing this thing back and forth. I'm just saying -- Mr. Woods: Yes. Chair Spence -Jones: Well, I think, that at the end of the day, it's really about making sure we have clarity in the deal. I think that what we were able to carve out was all about making sure the community was going to benefit from it. That's why we came up with -- Board Member Suarez: I got it. Chair Spence -Jones: -- a plan that works for both sides, you know, so -- but what I'm telling you is to get this like a few minutes -- I'm -- literally, before we went -- Board Member Suarez: Right. Chair Spence -Jones: Am I not telling the truth? Board Member Suarez: I got it. Chair Spence -Jones: Okay. And said, "Okay, Commissioner, well, actually, you have no money going into the community benefits agreement." Well, how do we get stuck with nothing? That's deep. City of Miami Page 5 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Board Member Suarez: Understood. Chair Spence -Jones: You know, I mean, the CRA has really -- the Overtown CRA staff -- not just me -- the staff and the community has worked very hard to get to this point; eight years of me being in office, trying to move these lots, and then to come to the end and we get nothing on our side? That's not okay. Board Member Suarez: I hear you; that's hard. Chair Spence -Jones: It's really not okay, okay? So I don't mind tabling it and taking a breather, you know, but right now, I have no joy in this matter. Board Member Suarez: Gotcha. Board Member Sarnoff- All right, so -- Chair Spence -Jones: So can we table it? Board Member Suarez: Please. Board Member Sarnoff- Let's table it, and we're going to be in recess -- Chair Spence -Jones: Oh, I'm sorry, I wanted -- think they wanted to have comments. Ellis Canty: I'll let him -- I'll yield to him first; then I'll speak. Baron Channer: My name is Baron Channer. Commissioner, I certainly do not want to steal your joy. Chair Spence -Jones: My last day, you know? Mr. Channer: I think there's -- and I respect the discretion of the Board, but I think there's a couple of points of clarity that are important in the overall discussion. As it relates to dollars that are going to the CRA, there are actually $2.75 million that are -- either will be going to the CRA -- I believe those dollars are going to be going to -- Chair Spence -Jones: No. Mr. Channer: No, that -- actually, that is inaccurate. If you look at the resolution, the developers -- and mind you, we're negotiating in between two parties whom we have to respect, and so you have the County and the CRA. During the negotiations which occurred primarily over three days, I participated in roughly 12 hours of it. In those conversations, what came out of it were a couple of things that are particularly relevant here, financial terms -- and staff I invite staff to correct me ifI misrepresent anything -- $5 million dollars to the County; that's the County's money, and the County decided -- on October 22, decided that that money would be set aside, separate from the general fund that they have, specifically for reinvestment in Overtown; $2.75 million for the CRA, all right, separate fund to the CRA; not to the County, $2.75 million. Chair Spence -Jones: Rent. Mr. Channer: Separate -- Chair Spence -Jones: That's rent. Mr. Channer: Excuse me? City of Miami Page 6 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Chair Spence -Jones: That's rent. Mr. Channer: Okay. Chair Spence -Jones: Not going into community benefit -- Mr. Bloom: It's the community benefits money that's the issue here. Mr. Channer: Okay. Another -- Chair Spence -Jones: I don't want to cut you off, Baron, but I really think that we just need to digest this new document. Mr. Channer: The reason I'm -- well, I'll defer to you, Commissioner. Chair Spence -Jones: I would like to digest -- Mr. Channer: May I finish or --? Chair Spence -Jones: I think both -- you got two people up here -- Mr. Channer: Okay. Chair Spence -Jones: -- that are not feeling it right now. Mr. Channer: Okay. Chair Spence -Jones: So sometimes it's best to just allow for us to understand what's going on with this agreement. Mr. Channer: Okay. Chair Spence -Jones: 'Cause nothing really -- you know, we need to understand. Mr. Channer: Okay, thank you, ma'am. Mr. Canty: Good evening. My name is Ellis Canty. I'm with International Longshoremen that's been on that corner for 62 years; been here, a local here for 77 years. We been pushed around with parking; there's no agreement. We done had some word about mouth, about parking. There was a meeting yesterday -- and I'm not trying to jump on no one's joy, but you talking about disenfranchise. What about the longshoremen [sic]? The port is getting two and a half billion dollars, but you telling me 200 parking places. I told you in the future, where is my brothers and sisters that's coming from Overtown, where are they going to park at when you got that big old building there and you have all these other redevelopments, and when the civic center and what have you? In other words, take care what's on that corner. You took pictures yesterday and showed your business, showed this and that, but, you know, slum, dilapidated building was across the street in the village. I'm speaking of my building. And for the various things, just for the record, the onlyiest [sic] thing I want is parking for the future for ILA (International Longshoremen's Association), 'cause we don't want to go nowhere. And we also asking the CRA to help us establish a building so we can look adequately like the new neighbors that's coming and the new neighbors that are there. Why would you have an ugly garden when there's such beauty when you walk a dog, but you got something that looking like slum and dilapidated? There's been some figures, and like I say, if it's a partnership, think of the ILA; we on that corner. Before you even came there -- City of Miami Pagel Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Board Member Sarnoff.- In conclusion. Mr. Canty: -- we were there. But for the record -- Board Member Sarnoff In conclusion. Mr. Canty: -- we need parking -- Board Member Sarnoff.- In conclusion. Mr. Canty: -- and we need over 400 and some parkings -- Board Member Sarnoff- Thank you. Mr. Canty: -- for the record. Board Member Sarnoff- Thank you. Chair Spence -Jones: Thank you, Mr. Canty. Board Member Sarnoff- All right. I think we're going to table the CRA meeting, and we're going to be in recess until 5 o'clock,- at which point, we will start with the Little River discussion -- Little Haiti discussion. Mr. Channer: Just one question -- Chair Spence -Jones: Okay, I -- Mr. Channer: -- are you tabling -- are you going to reconvene -- Board Member Sarnoff- Yes. Mr. Channer: -- the CRA meeting? Board Member Sarnoff- Yes. Board Member Suarez: Yes. Mr. Channer: Okay, thank you. Chair Spence -Jones: Okay. Board Member Sarnoff- That was a good description, Mr. Canty. Chair Spence -Jones: Let me just say this really fast. I know that we -- we just need a break for five minutes to kind of gather some thoughts, and then I do -- I don't know ifI still have some of the elected officials still here. Are they still here? So I want -- I'd like for them to speak first on that. I want to respect them before they leave. So we're going to take five minutes before, and we'll be back at 5 to start. Later... Chair Spence -Jones: Ready? Is Francis around or is he gone? I know he said he wanted to be here. City of Miami Page 8 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Unidentified Speaker: We got a quorum. We got a quorum. Chair Spence -Jones: Okay, all right, so we are bringing this item back. I guess I'm the chairperson, so, Commissioner Sarnoff, do you have any comments on this? Board Member Sarnoff I want the CRA director to explain to me why I should accept this. Mr. Woods: Commissioner, this -- these -- this is the variances as we stated before, and the reason that you should accept this is because it will provide for the development of both of those blocks. What is being requested is a variance to the settlement agreement, the deed -- declarations of the deed restrictions. Developer has the right within the settlement agreement to request a variance to the deed restrictions. These are just some of the variances that they're requesting. Variance number 6 was the request to provide an alternative risk management solution, other than providing the indemnity to both the City, as well as the County, and the CRA. The County -- Board Member Sarnoff Stay right there. Mr. Woods: Uh-huh. Board Member Sarnoff- The indemnity would have been in the event anybody sued us. Mr. Woods: Anybody sued us. Board Member Sarnoff. Right. Mr. Woods: Right. Board Member Sarnoff- We would have been indemnified by -- Mr. Woods: By the developers. Board MemberSarnoff. Both, right? Mr. Woods: By both developers, yes. Board Member Sarnoff- Now, they don't want to do that, right? Mr. Woods: Well, they want to propose an alternative risk management solution, and what that alternative risk management -- the County denied this particular variance; they just want the indemnity. But what they provided was that the Mayor -- they delegated the right to the Mayor to be able to accept an alternative risk management solution. It's just not accepted in the declaration, but they provided an alternative for the Mayor to be able to accept an alternative risk management solution should the City and the CRA come up with a different method, whether it's a release, you know, by the supposed developer that's looking to sue, or some other method of indemnity. Board Member Sarnoff- Okay. Do you realize nothing you said worked for me? Chair Spence -Jones: Bill, can you explain it? Mr. Bloom: Commissioner, what we had hoped to do is have the County Commission delegate to the Manager or his designee the right to approve an alternate risk management solution other than the indemnity. The County -- City of Miami Page Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Board Member Sarnoff.- How does a Commissioner -- how do I vote for something I don't know? That's my struggle. Mr. Bloom: Well, let me explain. Board Member Sarnoff.- Please. Mr. Bloom: Because the County did not approve that resolution, either the developers have to provide an indemnity agreement -- Mr. Woods: The indemnity, right. Mr. Bloom: -- each of them has to provide the indemnity agreement or the County Commission has to approve the alternate risk management solution. Board Member Sarnoff.- But I'm a Commissioner of the City of Miami. You're asking -- well, I'm also -- I'm a CRA member right now. You're asking me to approve a document that -- and all I'm hearing -- and I hope he's hearing the same thing -- "There is an alternative out there. I don't know quite what it is, Commissioner, but the Mayor of Miami -Dade County will figure it out." That's what I'm hearing you say. Mr. Woods: No. Mr. Bloom: No. The -- what the County said is the document requires an indemnity agreement from both developers, and the document currently says -- Board Member Sarnoff- In the event the CRA was going to get sued, they will defend and indemn us against any and all lawsuits, correct? Mr. Bloom: From specific claims. Board Member Sarnoff.- And I think I know what that claim is. Mr. Bloom: Right. Mr. Woods: Right. Board Member Sarnoff- (UNINTELLIGIBLE) what that claim is. Mr. Woods: Right. Mr. Bloom: Right. Board Member Sarnoff- Okay. Mr. Bloom: So -- Board Member Sarnoff- They don't like that. Mr. Bloom: -- that was in the original settlement agreement, okay. Board Member Sarnoff- I won't use pronouns. The County doesn't want that. Mr. Bloom: The County didn't want to delegate the right to make the risk management decision City of Miami Page 10 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 to their Mayor, so they said "no" to that. So if an alternate risk management solution is proposed, the County Commission would have to bless it; and without that alternate risk management solution, both developers have to provide the indemnity agreement as currently drafted. Board Member Sarnoff.. I swear I don't want to (UNINTELLIGIBLE) your day, but what am I voting for? Mr. Woods: You -- Board Member Sarnof Bill, Bill, talk to me like a lawyer. Mr. Bloom: You're voting for the other provision. Mr. Woods: The other -- Board Member Sarnoff- What other provision? Tell me what it is. Mr. Bloom: When we last met and discussed this issue, there was going to be a $5.5 million rent payment made -- was proposed -- a $5.5 million rent payment that would be made -- split: half to the CRA and half to the County. Board Member Sarnoff Bill, a rent payment to me is different than an indemnity. Mr. Bloom: Okay. Would you -- Board Member Sarnoff . Am I conceptually -- I don't think -- Mr. Bloom: If -- Board Member Sarnof -- you really understand what I mean, Bill, and I'll defer to Suarez. "Indemnity" means if somebody sues him that those two developers have to jointly defend tort, indemn him as a CRA board member for anything that's done. How does a rent payment -- how is that an acceptable alternative? Mr. Bloom: It's not. You wanted to know what you're doing by passing this. I was going to go point by point. Chair Spence -Jones: Let him go -- Board Member Sarnoff . No, no -- Mr. Bloom: If you only want to speak to the indemnity provision -- Board Member Sarnof Here's what I want to know, Bill: You're telling me that I can't have the indemnity from the two -- from All Aboard and I can't have indemnity from Peoples -- I forget -- forgive me; I don't remember your -- Chair Spence -Jones: Gateway. Unidentified Speaker: Overtown Gateway. Mr. Woods: Overtown Gateway. Board Member Sarnoff- Thank you, Gateway -- because the County Commission didn't like it? City of Miami Page 11 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Mr. Bloom: No. They both have to provide the indemnification, and if there is an alternative to that, then it would have to be approved by the CRA, or it would have to be approved by the County Commission. Board Member Sarnoff.. So give me the alternative. Mr. Woods: The alternative would -- Mr. Bloom: There's at this point -- Mr. Woods: Commissioner, the alternative would be to have both developers to pay the CRA a sum of money; that we would then use that money to try and get a release from the proposed developer who has -- Board Member Suarez: A settlement amount, right? Mr. Woods: -- disclaim, right. Board Member Suarez: A settlement amount. Mr. Bloom: The plan was to get a release from the party who's got the potential claim, which we believe the statute of limitations has gone -- Mr. Woods: Right. Mr. Bloom: -- and that the money coming from the developers would be utilized to obtain that release, and that the County, and the City, and the CRA would accept a complete release from that claim, that potential claim, plus an attorney's opinion letter; that that released all claims with respect to those matters. But the County wouldn't -- at this point has not agreed to delegate the decision over whether that's acceptable or not to the Mayor and is requiring that to go back to the Commission. So the County is saying, "Right now, we want the indemnification, or we want it to come back to the County Commission." Board Member Sarnoff.- So I'm going to ask one more time: What am I voting for? Mr. Woods: There's six different -- Chair Spence -Jones: Can you go ahead and put the points on the record? Mr. Woods: All six, yes. Chair Spence -Jones: Listen, let me just say this, 'cause I do want us to go ahead and make a decision and move on for tonight. This is my last night here, and I am extremely excited about both projects. I have to tell my fellow Commissioners, though, I do not like how we are being handled and have been handled regarding the overall project from the County's perspective, but I want to as -- I want to look beyond that. I want to be the bigger person in this, because it's really about the people of Overtown finally getting something that they deserve. So I just -- I would want to make sure, though, that, Bill, if you could read through what the variances are; put whatever it is on the record so that at least all three of my Commissioners are comfortable with it. Could you please put the points on the record? Board Member Sarnoff.- You got an extra copy of whatever you're reading? Mr. Woods: You got it? City of Miami Page 12 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Mr. Bloom: Okay, the first variance would -- just giving you the short version of it -- is to provide that if there's a default with respect to one development, it won't cause a default with respect to the other development between Blocks 45 and 56. The second amendment deals with project payments, and now, what would happen, the developer -- each developer would pay two and a half million dollars to the County, which would be used to support Overtown redevelopment efforts by the County, and held in a subrogated account solely for that purpose, and the CRA would receive at each closing $1, 375, 000 to be used by the CRA for projects in the Southeast Overtown/Park West Community Redevelopment area. In addition, at each closing, each developer would pay 125,000 a year, commencing on the closing, for ten years. That money would go into an account where the County would be the fiduciary. The account would be for a program that would be administered by community -appointed stakeholders within the Southeast Overtown/Park West community. And again, the County would act for the -- as the fiduciary. At one point, it was hoped that the CRA would control half that money and the County would control half that money. So this changed from what happened -- was previously approved, and now the rent payments are unequal between the County and the City, and the County has control over the community benefits fund. The projects were -- components were split so that the 150,000 square foot retail component will now be a 75,000 square foot component for the Block 45 and a 75,000 minimum component for Block 56. Block 45 takes responsibility for the entire retail -- the residential component, including providing 60 affordable units in accordance with the terms of the declaration. The completion dates, both developers have asked for a 36-month period from commencement of the construction to complete. The County was unwilling to do that; however, the County did modify it to agree that if the zoning -- the time period for paying all the zoning approvals was not fully utilized, including any extensions that the developer could buy, that time could be added to -- that unused portion could be added to the time to complete the project, so both developers think they can timely complete their projects within the outside timeframes contemplated by the original covenant. Board Member Sarnoff- Can I interrupt a second? Is default by one considered default by both? Mr. Bloom: No. As I previously stated, one of the provisions is putting in a provision that it's not a default, so once each project is commenced, a default by one will not be a default on the other. The only requirement where they're tied together is if we don't reach development agreements with both of them, then they both have to be rejected, and we have to start again. Board Member Sarnoff- And can -- all right, that's the part that I want to (UNINTELLIGIBLE) find out. Mr. Woods: Yeah. Board Member Sarnoff- 'Cause I call that "the suicide clause." Can't one commit suicide and kill the other? Mr. Bloom: Yes. If one of the teams decides they don't want to enter into the development agreement within 90 days from the time the variances are final with the County, we would have to reject both developers and start the process again. Board Member Sarnoff- What's the wisdom in that? What if one holds the other hostage? Mr. Bloom: From our perspective, there was no wisdom; we weren't asked about it. It was voted down by the County, and the County is telling us if we don't approve all the variances as is, as they approved them, then they're all deemed rejected by the County. Chair Spence -Jones: As I stated to my fellow Commissioners, I am going to take the high road and be the much bigger person in this situation, because at the end of the day, it's really about City of Miami Page 13 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 the people of Overtown, and really finally getting something done. You see me sit here in silence, and you know that I have some concerns with how they've decided to handle the situation, but at the end of the day, you know, I'm not going to allow for my feelings about how it was handled to stop progress or growth, so I would just ask -- Board Member Sarnoff Would you mind ifI asked Mr. Dotson to partly explain it to me? I think I speak the same language as you. Why would I approve this? Albert Dotson: No hablo espanol. I'm sorry. Board Member Suarez: Is it time to vote? Board Member Sarnoff. No, but (UNINTELLIGIBLE). I've watched you (UNINTELLIGIBLE). You've heard -- the suicide clause is a problem to me. The indemnity is a problem to me. How do I get through (UNINTELLIGIBLE) the discussion? Mr. Dotson: First of all, Al Dotson, 1450 Brickell Avenue. I'm representing All Aboard Florida. What you're being asked to approve is moving development forward finally on these two blocks. Is it the perfectly solution? The answer is: Absolutely not. Is the suicide clause, as you referenced, a potential problem? Of course, it is. Board Member Sarnoff.- The hostage clause. Mr. Dotson: Of course it is, but let me say this: One of the things that has happened under this Commissioner's leadership was to bring these two developers together, and nothing has done that more than this negotiation going back and forth, wanting to finally get started. We know that we've negotiated a development agreement already with the CRA. We understand that the other team has already started and moving forward expeditiously, but if there is a problem where one developer does not sign the agreement, what we will then do and have to do is go back to the County and have them revisit their decision; come back to the CRA at that time. Board Member Sarnoff- All right, and so you're saying, "What's the big deal, Commissioner? You're right back where you started from." I can maybe get past that. Mr. Dotson: Not necessarily; not back where you started from. Board Member Sarnoff- But -- Mr. Dotson: Right. Board Member Sarnoff. . -- you have to go out and do another RFP (Request for Proposals). Mr. Dotson: No, I'm not suggesting that at all. Board Member Sarnoff- No, isn't that what you (UNINTELLIGIBLE) ? Mr. Dotson: That's what he said. Mr. Bloom: No, what Mr. Dotson -- Mr. Woods: No, He's talking about looking for relief. Mr. Bloom: -- (UNINTELLIGIBLE) the 90 days, go back to the County. Mr. Woods: He's talking about looking for relief from the County on this provision. City of Miami Page 14 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Board Member Sarnoff I'm understanding -- help me with this -- what was told to me -- which is scary, 'cause I think I talk "lawyerism" -- is that in 90 days, you do not come to an agreement together, another RFP -- that it's deemed that it just doesn't work, and another REP is sent. Mr. Dotson: That part is correct. Board Member Sarnoff- All right. I call that the hostage/suicide clause. Mr. Dotson: Totally agree. Board Member Sarnoff. And you're saying, `Just get past that, Commissioner, because, what the hell, it's 90 days." Mr. Dotson: And we've already negotiated an agreement, and if there's a problem, we're going to come back to you before the 90 days. We don't want to get to the 90 days and start all over again. Chair Spence -Jones: And I have to just say this. I have to say -- I don't know if you know this, Commissioner Sarnoff -- one thing I can say about both sides is they have really come together and they have really been working together to move both projects along, so I don't think the issue -- for me, the issues are not about whether or not they're going to be able to move it along together and one delaying the other. All the other stuff that's going along with this whole process is the thing that I had a concern about, but I just -- like I said -- sometimes I -- remember what I told you about wisdom earlier? You know, sometimes, you know, you just -- one of the greatest lessons I learned being up here, you know, the best way for me to say it is sometimes, you got -- you have to know when to -- what is it? -- know when to hold? Mr. Woods: Hold 'em and know when to fold 'em. Chair Spence -Jones: Know when to fold. And it's -- Board Member Sarnoff- Well, he might have got me past the 90 days. Let me ask this, then: (UNINTELLIGIBLE) 'cause then the indemnity -- Mr. Dotson: Okay. Board Member Sarnoff- Help me with that. So before, I had two robust companies -- certainly, yours is robust -- who would have indemnified me against the guy sitting just to your, I guess, west, who may file suit because he has some untethered belief that he has a lawsuit that exists, even though he hasn't proceeded forward in many, many years. But there's probably a 10, 20 percent chance he might be right; fair enough? Mr. Dotson: If that; I agree with that, mm-hmm. Chair Sarnoff. Yeah, I agree. That's how (UNINTELLIGIBLE). Mr. Dotson: Mm-hmm. Board Member Sarnoff- Yeah, I agree, that's how I -- but it's -- and that number is in the $6 million damage category. Mr. Dotson: That's what has been reported. Board Member Sarnoff- Reported. City of Miami Page 15 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Mr. Dotson: Mm-hmm. Board Member Sarnok So I've lost an indemnity from you, which is a valuable indemnity, and it's been replaced with what? Mr. Dotson: Actually, you may recall, you already voted unanimously for the receipt of $1 million -- Mr. Woods: Mm-hmm. Mr. Dotson: -- in exchange for that indemnity so that you could then go and negotiate with -- Board Member Sarnok So we -- Mr. Bloom: But that was rejected; that was rejected -- Mr. Dotson: No, let -- I'm going to walk him -- Mr. Bloom: -- and so at this point, they would be required to provide the indemnity. Mr. Dotson: Yeah. See, I'm going to walk you through -- 'cause I think we're actually where you think you want to be. Board Member Sarnok Okay, go ahead. Mr. Dotson: All right, you originally approved $1 million in exchange for an indemnity. The County said, "We don't like that idea; we want an indemnity." That's exactly where we are today. Board Member Sarnok An indemnity. Mr. Dotson: I'm not sure why that was -- exactly. An indemnity shall occur, according to the County. It could be something other than that. Board Member Sarnok What is "other than indemnity"? Help me with that. Mr. Dotson: Like a $1 million payment that you already approved. Mr. Bloom: Or a release. Mr. Dotson: Or a release. Board Member Sarnok But how do I know that -- what will -- how do I know that happens, Mr. Dotson? 'Cause there's a lot of "ors." Mr. Dotson: Okay. Board Member Sarnok So let me speak for him a minute, because let's say he's concerned that there's going to be a lawsuit. There's -- Well, we can give an indemnity; we can give $1 million. But how does he know a million is enough? How does he know the indemnity is good? Which one of these happens? Mr. Dotson: And that's -- that, as you know, is a risk any time you even discuss the word "indemnity." But having said that -- City of Miami Page 16 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Board Member Sarnoff.- I don't think it's a risk for All Aboard. Mr. Dotson: I appreciate the confidence. Board Member Sarnoff- 'Cause you're huge; if it's the right corporation. Mr. Dotson: That is correct, that is correct, that is correct. Mr. Bloom: Commissioner -- Board Member Sarnoff- If it's the right corporation -- (UNINTELLIGIBLE) Mr. Dotson: That (UNINTELLIGIBLE). Mr. Bloom: Commissioner, we've been negotiating a development agreement with Block 46 with the people involved with the other client, and part of that negotiation would be a release of that claim for certain concessions regarding Block 46 and the payment of the million dollars that would come from Overtown Gateway, and All Aboard. Board Member Sarnoff All right, so (UNINTELLIGIBLE). Mr. Bloom: And so the question would be whether the County would be willing to accept -- Mr. Woods: The release. Mr. Bloom: -- the release of -- Board Member Sarnoff- But Bill, Block 46 is which one now? Mr. Woods: West of 45. Mr. Bloom: The Poinciana Village block. Board Member Sarnoff. I appreciate "west of 45 "; that's -- Mr. Woods: Poinciana Village. Board Member Sarnoff- -- the one just before 44, right. Mr. Bloom: It's the undeveloped portion of the Poinciana Village project. Board Member Sarnoff- That was intended to do what? That's part of -- Mr. Woods: Phase 2, phase 2 of Poinciana Village. Mr. Bloom: Right. Board Member Sarnoff- -- Phase 2. Mr. Woods: Of Poinciana Village. Mr. Bloom: So that developer would complete a large scale development on that block, providing more residential units, which would share the common facilities on Block 46, which would relieve the financial problems that Poinciana Village is currently having. City of Miami Page 17 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Board Member Sarnok So if that person accepts the Block 46 development agreement, he would be giving a release. Mr. Dotson: Correct. Board Member Sarnoff. And that release would be as to everyone. Mr. Woods: Yes. Mr. Bloom: Correct. Mr. Dotson: And without negotiating (UNINTELLIGIBLE). Mr. Bloom: And then we would present that to the County and ask the County to, say, accept that instead of giving the indemnification agreement so we can proceed with the deal, 'cause all the claims have been released. Mr. Dotson: So without negotiating in the public as part of -- Mr. Woods: Which we wouldn't (UNINTELLIGIBLE). Mr. Dotson: -- Block 46 release. Board Member Suarez: This is the most frustrating Commission meeting I think I've ever attended -- Board Member Sarnok All right, I defer to you. Board Member Suarez: -- in my four years. I mean I was -- Board Member Sarnok I wish I was him today. Mr. Dotson: Without negotiating in public on that issue, because of how far down the road the City and CRA are with those discussions, that's what makes this more palatable, Commissioner; that's the answer to the question. Board Member Sarnok I don't want to be the impediment to this, but I want to understand what I'm voting for. Mr. Woods: Any more questions about the indemnity, Commissioner? Board Member Carollo: I'm taking a five-minute recess while (UNINTELLIGIBLE) continue to talk. Board Member Sarnok Okay, you've answered as much as you can answer for me. Mr. Bloom: It's not soup yet, but it will be hopefully within the next 90 days for everyone. Mr. Woods: Yes. Chair Spence -Jones: And the development agreements will come back in front of the City Commission -- I mean CRA (UNINTELLIGIBLE). Mr. Bloom: As previously approved, they have to come back, and hopefully at the next CRA Board Meeting, we'll have them both to present and approve. City of Miami Page 18 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Mr. Woods: We will have both -- well, actually all three development agreements. Mr. Bloom: Right. Mr. Woods: All three. Mr. Bloom: All three, so we'll be able to have it all tied up. Board Member Sarnok Well, that brings up another question. What if we vote for this now and then we declined the development agreements; what position are we in then? Mr. Dotson: You're in an informed decision. Unidentified Speaker: Right. Mr. Bloom: No, if you decline the development agreements, then we would have to go out with a new RFP. Unidentified Speaker: Yeah. Mr. Bloom: Start from scratch. Mr. Dotson: No, Bill, I think the answer actually is to this Commissioner, at that time you will absolutely know what the full deal is. Mr. Woods: Yes. Mr. Dotson: This is authorization to proceed to that point. Board Member Sarnok You're saying you're going to get one last peek? Mr. Dotson: That's correct -- Chair Spence -Jones: Yeah. Mr. Dotson: -- on the full deal. Board Member Suarez: No, this isn't a peek on the full deal. This is just the County's blessing. Board Member Sarnoff. (UNINTELLIGIBLE) development agreement. Mr. Dotson: On the development agreement. Chair Spence -Jones: No, he's not talking about -- he's talking about the development deal. Board Member Sarnoff. Let the process continue and you'll have one more look -- Chair Spence -Jones: At the deal. Board Member Sarnof -- at the full details. Mr. Woods: Yes. Board Member Sarnoff- Is that fair, Mr. Bloom? City of Miami Page 19 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Mr. Bloom: Absolutely. Board Member Sarnoff.- And you have malpractice insurance to back up that statement? Mr. Bloom: Absolutely. Board Member Sarnoff- All right. Board Member Suarez: His firm does; it's a big one. Board Member Sarnoff.- I want to make sure he's got (UNINTELLIGIBLE). Board Member Suarez: It's a big one. Chair Spence -Jones: So do I have a --? Board Member Sarnoff- You're ready (UNINTELLIGIBLE). Mr. Woods: On both. Chair Spence -Jones: Am I chairing or you're chairing? Renita Holmes: It's no public hearing? Board Member Sarnoff.- You're chair. No, I just asked a question (UNINTELLIGIBLE). Chair Spence -Jones: No, no, I just didn't know (UNINTELLIGIBLE) chair -- okay. Ms. Holmes: For the record. Chair Spence -Jones: I just want to make sure -- Ms. Holmes: No public hearing (UNINTELLIGIBLE) record. Chair Spence -Jones: -- on the parking situation that we do have that issue. Ms. Holmes: Mr. Chair. Chair Spence -Jones: Mr. Canty, I'm going to let you put it on the record. Mr. Bloom: Let me explain part of the variance that's dealing with the parking. Now, part of this, we were required to build a 300-space parking garage on Block 36. That is the second variance. That parking garage requirement is being deleted, so the development on Block 36 will go from approximately 30,000 minimum square feet to 55,000 square feet minimum. The developers on Blocks 45 and 56 are both required to build 150 spaces in excess of that required by code on their blocks; thereby replacing the 300 spaces in the County's mind that were lost. Chair Spence -Jones: So only thing I want to be able to -- let me deal with the two items, and then I'll put that on the record afterwards, Mr. Canty, okay? Mr. Canty: Well, could I just speak one thing? Chair Spence -Jones: No. City of Miami Page20 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Ms. Holmes: There's no public hearing on this item, Madam Chair? Chair Spence -Jones: It's not, no; we're done. Ms. Holmes: This is not -- there's no public hearing? Chair Spence -Jones: No. We already had the public hearing earlier on these two items, so right now -- Mr. Bloom: We did. We did. Chair Spence -Jones: -- all we were coming back to do is vote. So at this point, I am -- and this is my last hit of the gavel for tonight. Ms. Holmes: Thank you. Chair Spence -Jones: So do I have a motion and a second on this item? Board Member Suarez: Move it. Board Member Sarnoff. Second. Chair Spence -Jones: All in favor? The Board (Collectively): Aye. 2. CRA RESOLUTION 13-01274 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENT(S); APPROVING THE VARIANCES APPROVED BY MIAMI-DADE COUNTY WITH RESPECT TO THE DEVELOPMENT OF BLOCK 36. File # 13-01274 CoverMemo.pdf File # 13-01274 Legislation.pdf File # 13-01274 Signed Legislation.pdf Motion by Board Member Suarez, seconded by Board Member Sarnoff, that this matter be ADOPTED PASSED by the following vote. Votes: Ayes: Chair Spence -Jones, Commissioner Suarez and Commissioner Sarnoff Noes: Commissioner Carollo Absent: Vice Chair Gort CRA-R-13-0072 Chair Spence -Jones: Folks, don't go. (UNINTELLIGIBLE). Clarence Woods (Executive Director, Southeast Overtown/Park West Community Redevelopment Agency): That's -- Unidentified Speaker: No, no, no. Mr. Woods: Wait a minute. City of Miami Page 21 Printed on 12,18, 2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Unidentified Speaker: You voted on -- Mr. Woods: That was 45 and 56. Renita Holmes: No public hearing? Mr. Woods: We also have the variance on -- Unidentified Speaker: Thirty-six. Mr. Woods: -- 36. Board Member Sarnoff Which -- would my questions be consistently -- Board Member Suarez: What? Board Member Sarnoff.- -- answered? Mr. Woods: It's (UNINTELLIGIBLE). William Bloom (Special Counsel, CRA): There's no issue on the indemnity. Mr. Woods: There's no issue on indemnity for 36. Board Member Sarnoff- No indemnity on that one. Mr. Woods: Yeah. Board Member Sarnoff- Okay. Mr. Woods: So item number 2 is a resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency, with attachments, approving the variances approved by Miami -Dade County with respect to development of Block 36. Board Member Suarez: Move it. Board Member Sarnoff- Second. Chair Spence -Jones: Okay, Dwight, do you want to -- Dwight -- you see I'm getting sleepy; I'm calling you "Dwight." Todd. Todd B. Hannon (City Clerk): Yes, ma'am. This is a resolution. I know you had your public hearing for SP.1, but this is a -- Chair Spence -Jones: Did we have -- oh, you mean for earlier, but the -- Mr. Hannon: Correct -- Chair Spence -Jones: -- second one, we (UNINTELLIGIBLE). Mr. Hannon: -- for SP.1. Chair Spence -Jones: The second one, you -- Mr. Hannon: Correct; for SP.1, but SP.2 is separate. City of Miami Page22 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 Chair Spence -Jones: So the second one, they'll be able to put something on it. Mr. Hannon: Yes, ma'am. Chair Spence -Jones: Okay, so we had a motion on the first item. Mr. Woods: You already passed the first one. Mr. Bloom: (UNINTELLIGIBLE) already passed it. Mr. Woods: Now it's the second. Chair Spence -Jones: Did I do "all in favor?" Mr. Woods: Motion and a second on the -- Chair Spence -Jones: All -- okay, I'm sorry. So we're moving on to the second item. Mr. Woods: Yeah. They already motioned and a second on the second item as well. Chair Spence -Jones: Okay. Mr. Woods: They have. Chair Spence -Jones: Okay, but he just -- Todd just told me we do need -- 'cause we heard the first item -- Mr. Hannon: Correct. Chair Spence -Jones: -- earlier, but the second item, we didn't get to. Mr. Hannon: Correct. Chair Spence -Jones: So now I need to open that up now to -- for you to put something on the record. Mr. Hannon: Yes, ma'am, if anyone would like to speak. Chair Spence -Jones: 'Cause we didn't have -- the second time -- we didn't bring it up the second time, so the floor is open for you to bring comments. Go ahead. Ms. Holmes: I appreciate everyone trying to make -- andl even appreciate to the extent that these developers have gone on, okay? I been there at every meeting. I've been down at the County. What -- and no disrespect, but I try to listen intently, and I hear -- 'cause we didn't even get a chance to say very much down to the County, but when I hear this interpretation, you all have not heard that yet. You have not exactly heard what the County say, because what I heard the County say is not necessarily the description that I heard this attorney produce. And you know, I've been there 30-some years; count on me sometimes. But I don't like that we're being held hostage. I don't like playing this game of starting at the County, go back, the whole thing, but the public, if you're going to -- if we're going to renegotiate things based on risk, and failure, and a payment to the City versus -- like the public is now going to cover that payment as a taxpayer, then I want to be able to hear the full details. I want to make sure that I've got a better description, and right now, I'd just like to put on the record that I contend with it. Second, the statement regarded as one versus the other, FEC (Florida East Coast) could not do City of Miami Page23 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 transportation -oriented development without the other partner. We would have never accepted in the community any one without the other. And this issue with what the County says versus the other one, that's totally different, particularly if they're going to go for the comprehensive master plan. But right now, any more renegotiations to just address something that we've already addressed without proper public participation, and notice, and clarification as to what was said, and actually said as hearsay by this County, and nothing either side, either, whether or not things are going straight. I've been following this along, so it's really up to you. I would love to see it stay on the table. It's still going to go to the table. The County's still going to feel the way they do, but making a taxpayer cover a risk because somebody else doesn't want to cover a risk or some (UNINTELLIGIBLE) invested on community property, this formula is not working out, and I just behoove you -- like I tell you, don't force yourself to make decisions about something that's going to go back to them anyway about whose risk, because we're all at risk here, and we lose the most. You can always start all over with another RFP (Request for Proposals). You can always start all over, because I think it was the intent not to do anything in the first place. It was just a way to go through the motions. But if you vote this, I want you to consider I haven't been given proper information, participation, and I haven't had the proper chance -- and you're letting me know this is how we do things, play this game. Chair Spence -Jones: Thank you. Thank you, Madam Holmes. Now, Canty has something to say. Ellis Canty: Just tonight, the CRA (Community Redevelopment Agency) -- my name is Ellis Canty with International Longshoremen. Two things: For the future, the ILA (International Longshoremen's Association) need 400 parking spaces. Whatever assistance that the CRA could do for us with the developers or what have you, I'm reaching out to all you Commissioners, because it's a study now, but 10, 15 years from now when those develop -- when that land is developed we need more parking spaces for the overflow. Tonight, can you please do something for me? Also, with development of the parking lot, could we also cry out to the CRA to also give us some type of assistance if they're here? 'Cause of the ILA, they don't want to go. We closest to the port, and it's quite a (UNINTELLIGIBLE). We really need those spaces for the overflow. Thank you. Go ahead, Commissioner. Chair Spence -Jones: So we had a motion and a second; we had public hearing and we did say -- Did we say "all in favor" on this item? The Board (Collectively): Aye. Chair Spence -Jones: Motion passes. I do want to just make a statement before we close on the last final CRA meeting. I do want to make sure on the request, Clarence, the request that's been made by Canty, the monies that we do have, Mr. Director, that we set aside for (UNINTELLIGIBLE) other development. I think it was about 3 million. Mr. Woods: Yes. Chair Spence -Jones: We voted on that already. Mr. Woods: Yes. Chair Spence -Jones: I want to make sure that that actually happens. And Gateway has agreed to provide technical assistance with them to figure out how to redevelop that corner; that it's not just the parking, but it also will include the museum for the longshoremen, okay? Mr. Woods: Absolutely, Commissioner. Chair Spence -Jones: Meeting officially adjourned. City of Miami Page 24 Printed on 12/18/2013 SEOPW Community Redevelopment Agency Meeting Minutes October 24, 2013 ADJOURNMENT The meeting adjourned at 9: 47 p.m. City of Miami Page25 Printed on 12/18/2013