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Home My WebLink AboutCRA-R-13-0054 BackupSUPPORTING DOCUMENTATION CITY OF MIAM| INTER -OFFICE MEMORANDUM To: Clarence E.Woods, U| Executive Director, SEOpVVCRA From: City Planner, City of MiaTWf' Doba August 7.2O13 File: Subject: Blocks45/5G References: On June 17 2013. the Southeast VVaa issued Request for Proposals ("RMqNo. 13-002 for the development of Blocks 45and 56. On July 22'203,the CRA received three (3) proposals in response to RFP No. 13-002 from the following proposers: 1. Stone Soup Development, Inc. ("Gavvyer'aLandinQ^) 2. Ali Aboard F|oddo—Stadkzno' LLC 3. The Peebles Corporation/BACH Real Estate ('OvedznwnGehawmy") On August 2, 2013. e selection committee consisting of: Gregory Gay, City Planner, City of Miami; Brian Zeltenaan, Director of Architecture and Development, CRA; and Patricia Bneynon' Director of the Housing Finance Authority of Miami -Dade County, met hoevaluate the aforementioned pnopnea|e, and has ranked the proposals as follows: 1. The Peebles CorpoxaUon/BACHReal Estate ("OvertownGatewoy] 2. All Aboard Florida — Stations, LLC OVERTOWN GATEWAY PARTNERS LLC RFP RESPONSE SUPPORTING DOCUMENTATION CRA REQUIREMENT DEVELOPER'S PROPOSAL DURING NEGOTIATIONS WITH THE CRA Project Description Phase I Comply with the County Phase I Settlement Agreement minimum 230 residential apartments, hotel with 150 rooms, 50,000 square feet of commercial office space and 30,000 square feet of entertainment and restaurant retail space with sufficient parking for compliance with code and cultural plaza between Blocks 45 and 56. development requirements 270 residential apartments, same hotel, commercial office, entertainment, retail and parking (an increase of 40 units) No Sawyer's Walk Cultural Plaza until Phase II is constructed (objected to by Phase II Executive Director) (Phase I complies with the County Settlement minimum development requirements) 408 apartment units, 50,000 square feet of commercial office space and 30,000 Phase II square feet of retail space and sufficient parking for compliance with code Approximately 410 apartments, same commercial office, retail and parking. Includes Sawyer's Walk Plaza Cultural Plaza (Sawyer's Walk Culture Plaza was included in Phase I design of RFP Response) Deposit Not requested in RFP Deposit of $1,000,000; $500,000 upon Effective Date and additional deposit of $500,000 at end of Inspection Period Developer proposes Deposit of $250,000 RFP RESPONSE CRA REQUIREMENT DEVELOPER'S PROPOSAL DURING NEGOTIATIONS WITH TILE CRA Project Schedule Phase I: Developer comply with time frames included in RFP response Developer will comply with the time frame of the County Settlement Preconstruction and comply with time frame requirements of the County Agreement with respect to Phase I except will require 36 months to Design Development: by March 2014 Construction Drawings: by June 2014 Permitting/Filing: by October 2014 Construction Settlement Agreement complete Phase I due to the size and complexity of Phase I instead of completing construction within 24 months as required by the County Settlement Agreement but proposes substantial extended time frames from that reflected in RFP response with respect to Phase II (i.e., commencement of construction moves from anticipated date of July 2015 to an outside date of May 15, 2019) Commencement construction of Phase I by October 2014 with completion of Phase I by March 2017 Phase II: Preconstruction (other than the time to complete Phase Design Development by January 2015 I the Developer will comply with the time requirements of the County Construction Drawings by April 2015 Settlement Agreement) Permitting/Filing: by July 2015 Construction Commencement by July 2015 Completion by January 2018 Project Payments Developer request reduction in Project Full Payment of 2.5% of Gross Developer will comply with the stated Payments required by County Settlement Revenues to County and 2.5% of rent requirements of the County from 5% of Gross Revenue to 2.5% of Gross Revenue (variance requested) Gross Revenues to CRA as required by the County Settlement Agreement Settlement Agreement 2 #25655374_v1 RFP RESPONSE CRA REQUIREMENT DEVELOPER'S PROPOSAL DURING NEGOTIATIONS WITH THE CRA Affordable Housing Agreed to provide 60 Affordable Apartments per County Settlement Agreement with slight modification (variance requested) Developer comply with the Affordable Housing requirements of the County Settlement Agreement Developer has agreed to comply with the Affordable Housing requirements of the County Settlement Agreement Parking Accommodations with Lyric and Longshoremen's Union Developer indicates that it will provide required parking Developer document agreement with Lyric Theatre and Longshoremen's Union Developer has provided no evidence of parking agreement but represents to have an agreement with Lyric Theatre. Still working with Longshoremen's Union Indemnity Agreement Developer indicates willing to provide Indemnity Agreement Requested Indemnity Agreement Proposes Indemnity Agreement be signed by Developer only and not from any significant entities from significant entities in addition to Developer Guaranty of Completion in addition to payment and performance bond Not requested in RFP Requested Guaranty of Completion from significant entities Developer not willing to provide Guaranty of Completion - Developer's position is that a payment and performance bond should be sufficient Demonstrated Financial Ability to Perform to the CRA Background information provided in RFP response Executive Director requested financial information from Developer to demonstrate ability to perform Developer has not provided any financial information Requested Variance Developer requested variances as part of RFP response. Most significant variances are 36 months to complete Phase I and reduction of Project Payments by 50% Developer request as few variances as possible Developer is only requesting variance of 36 months to complete Phase I instead of 24 months 3 #25655374_v1 RFP RESPONSE CRA REQUIREMENT DEVELOPER'S PROPOSAL DURING NEGOTIATIONS WITH THE CRA Status of Development Agreement CRA requested Developer negotiate a Development Agreement with Developer incorporating deal terms prior to submission to CRA Board for consideration Development Agreement not finalized. Key points have been discussed. Waiting for redraft from Developer. 4 #25655374_v1 RFP RESPONSE ALL ABOARD FLORIDA CRA REQUIREMENT �CU M�EM�'AT ONI DEVELOPER'S PROPOSAL DURING NEGOTIATIONS WITH CRA Project Description Approximately 258 residential apartments, approximately 97,200 square feet of commercial office space and approximately 55,100 square feet of restaurant and retail space and approximately 2,000 parking spaces Comply with the County Settlement Agreement minimum development requirements Not less than 250 and not more than 360 residential apartments, approximately 95,000 - 100,000 square feet of commercial office space with approximately 50,000 - 56,000 square feet of restaurant and retail space, same parking (Project complies with the County Settlement Agreement minimum development requirements) Deposit Not requested in RFP Deposit of $1,000,000; $500,000 upon Effective Date and additional deposit of $500,000 at end of the Inspection Period Developer has agreed to make Deposits totaling $1,000,000 Project Schedule Pre -Construction Developer comply with the time frame included in RFP response and comply with the time frame requirements of the County Settlement Agreement Developer will comply with time frame of County Settlement Agreement except will require 30 months to complete construction due to the size and complexity of the Project Design and zoning approvals: by mid 2014 Construction Commencement: by August 2014 Completion: by October 2016 #25655393_v1 RFP RESPONSE CRA REQUIREMENT DEVELOPER'S PROPOSAL DURING NEGOTIATIONS WITH CRA Project Payments Upfront payment of $5,500,000 in lieu of Project Payments and Indemnity Agreement (variance request) Developer increase its payments Developer proposes payment of $5,500,000 in lieu of Project Payments plus community benefits payments totaling $2,500,000 and separate payment in lieu of Indemnity Agreement Affordable Housing None proposed - (request variance) Developer comply with Affordable Housing Requirement of the County Settlement Agreement Developer has agreed to comply with Affordable Housing Requirements of the County Settlement Agreement Parking Accommodations with Lyric and Longshoremen's Union Developer indicates that it will provide required parking Developer document agreement with Lyric Theatre and Longshoremen's Union Developer represents that it has documented parking agreements with the Lyric Theatre and the Longshoremen's Union Indemnity Agreement Developer proposed cash payment in lieu of Indemnity (request variance) Request Indemnity Agreement Developer has agreed to pay a significant amount in lieu of Indemnity Agreement from Developer and significant entity or provide cash payment in lieu thereof Guaranty of Completion in addition to payment and performance bond Not request in RFP Requested Guaranty of Completion from significant entities Developer agreed to provide a Guaranty of Completion from an entity having a minimum net worth of at least $50,000,000 Demonstrated Financial Ability to Perform to the CRA Background information provided in RFP response Executive Director requested financial information from Developer to demonstrate ability to perform Financial information provided by the Developer and reviewed and approved by Executive Director and Chief Financial Officer of CRA 2 #25655393_v1 RFP RESPONSE CRA REQUIREMENT DEVELOPER'S PROPOSAL DURING NEGOTIATIONS WITH CRA Requested Variance Waiver of the Affordable Housing Developer request as few Proposed variances approved by Requirement; payment of variances as possible Executive Director and are listed on $5,500,000 in lieu of Project Exhibit A attached hereto Payments and waiver Indemnity Agreement and 30 month time frame for completion of Project instead of 24 months (still ahead of schedule) Status of Development CRA requested Developer to Development Agreement fully Agreement negotiate a Development negotiated and Developer and Agreement with Developer incorporating deal terms prior to submission to the CRA Board for consideration Executive Director have agreed to final terms, subject to Board approval 3 #25655393_v1 EXHIBIT A Proposed Variances The Developer proposes the following variances to the Declaration: 1. Project Payments. In lieu of making the Project Payments as defined in the Declaration, which requires payment over time, the Developer shall pay on the Closing Date, Five Million Five Hundred Thousand and No/100 Dollars ($5,500,000.00) to be shared equally by the County and the CRA. 2. Completion Date. Substantial completion of the Project is anticipated to occur approximately nineteen (19) months in advance of the completion date permitted by the Declaration. However, since the Retail Component and the Residential Component (collectively, the "Project") are integrated, in lieu of substantially completing construction of each the Retail Component and Residential Component separately within twenty four (24) months after commencement of Vertical Construction of the Project as required in Section 7 of the Declaration, the Developer proposes to substantially complete construction of the entire Project within thirty (30) months of the commencement of Vertical Construction of the same. 3. Estoppel. Developer proposes the addition of a provision to the Declaration authorizing the County Mayor or its designee, on behalf of the County, and the Executive Director, on behalf of the CRA, to execute an estoppel certificate or similar instrument, upon the request of the Developer and in form and substance reasonably acceptable to the County or the CRA, as appropriate, affirming compliance with the conditions set forth in the Declaration and the termination of the possibility of reverter. 4. Residential Restrictions. Developer proposes providing 60 residential units in compliance with the provisions of Section 3 of the Declaration with all residential units in excess of 60 residential units being market rate units. 5. Indemnification Agreement. In lieu of providing the Indemnification Agreement the Developer is proposing an alternative risk management solution in the form of a payment of One Million and No/100 Dollars ($1,000,000.00) (the "Indemnity Payment") for the benefit of the City, the County and the CRA. Within one (1) business day following the end of the Inspection Period if the Developer does not elect to terminate this Agreement, Developer shall deposit the Indemnity Payment with the Escrow Agent, which shall be disbursed (i) at Closing pursuant to disbursement instructions signed by the City, County and the CRA or (ii) disbursed to the Developer if this Agreement is terminated prior to Closing. 6. Clarification on Reversion Rights. Section 9(E) of the Declaration provides as follows: "In the event a Default Notice is issued pursuant to Section 9(A)(i), (ii), or (iii) of this Declaration, and is not cured in the Default Cure Period, as same may be extended, in accordance with the last sentence of Section 9(A), title to any portion(s) of the Property which have not been improved with buildings shall automatically revert to the CRA, subject to the right of the County set forth in the Declaration and in the Settlement Agreement ..." It is the Developer's understanding that the foregoing reversion shall not apply if improvements to the Property have been commenced, even if such improvements have not been substantially completed. If that is not the correct 4 #25655393_v1 interpretation of the foregoing provision, Developer has agreed to pay the following in lieu of any such possible reversion rights: payment to each of the County and the CRA, as liquidated damages, Two Thousand Five Hundred and No/100 Dollars ($2,500.00) per day for each day between the Outside Date until substantial completion of the Project. The Outside Date shall mean the later of the date (i) the Developer should have achieved substantial completion of the Project, as may be extended as provided in the Declaration, or (ii) May 15, 2018. The Project shall have the meaning set forth in the Development Agreement_ CRA Requested Variance Termination based upon Inspection. If the Development Agreement is executed between the Developer and the CRA and the Developer terminates the Development Agreement during the Inspection Period, the CRA shall be required to issue another Development Opportunity within thirty (30) days of the date of termination. 5 #25655393_v1 SUPPORTING DOCUMENTATION tt itttttttttt ttttt t'ttttttftltttltttttte Y e,e. -ee♦ € VFI t , P S LA1FWAY EXECUTIVE SUMMARY For its entire history, Overtown has been an iconic neighborhood influenced by Black culture that is celebrated by residents and visitor alike. In the prime of Overtown's "Little Broadway" era, Avenue G (now known as "Second Avenue") was the nerve center. Blocks 45 and 56 housed some of the most significant places of the day. The Blocks 45 and 56 are critically important to modern Overtown's intent to establish a Folk life Village as well as foster a thriving entertainment and commerce district. Their development must be placed in the hands of a team with genuine intent, provide ability and demonstrable resources for getting the job done right. We propose the "Overtown Gateway" projects a bold and thoughtful development designed to transform parking lots at the heart of Overtown into a vibrant district offering a wide range of options to live, work and play in the neighborhood. Our proposal is influenced by thoughtful consideration of the various plans and studies that have been developed for the neighborhood over the last twenty years. The Redevelopment Plan and HOFDIA standards were central to our consideration and can be seen in the design. The Project concept can be seen in Tab 3 with images of the design located in Appendix A and B. The Overtown Gateway team is comprised of highly accomplished firms with collective experience developing and managing large-scale and complex projects. Detailed information about each individual team member is located in Appendix C. Our Development Partners, The Peebles Corporation ("Peebles") and BACH Real Estate ("BACH"),-have direct experience with all the components of the project - hotel, residential, office and retail. Over the last decade, Peebles has developed projects totaling approximately $300 million in South ylorida alone. Recently Forbes: Magazine named Donahue Peebles, the company's founder, as one of the "ten wealthiestBlack americans"` BACH is a local -based, African -American owned development firm led by Barron Charmer Mr ,Charmer is'. an emerging developer with over ten years of real estate development and acquisitions experience He is a 30-year native of Miami -Dade with an MBA from The Wharton School. Overtown Gateway represents a joint -venture between BACH and Peebles. Mr. Peebles and Mr, Ch`aner have worked together for a decade _: The Project team includes Munilla Construction Management ("`MCM"), D. Stephenson.. ("Stephenson"), Revuelta Architecture ("Revuelta"), Miami ParkingAuthority ("MPAj an and Fernandez ("BRF"). MCM is a Miami -based construction management firm�and one of the `largest- Hispanic -owned construction firms in the US. The firm has the bondingfcapacity to undertake single projects ranging up to $300 million in construction costs and collective projects -totaling $t billion. • Stephenson is the largest African -American ovrned construction management^ firm in South Florida. They have current experience working in Overtown as manage rs of the :kirk- and Shoppes project (Eight Street, NW Third Avenue). • Revuelta is one of the most prolific architects in the design' of Miami hi -rise structures. His portfolio of projects designed features nearly ten buildings m Greater Downtown Miami. • MPA is the single largest manager of parkinThey currently manage several lots within Overtown. Their parking portfolio includes 14 garage's and nearly 90 surface lots along with over 11,000 on -street spaces. • BRF is the premier law firm specializing in land'use matters throughout Miami. They also have significant 4 CVIEUTIMS lAIFWi Y experience with current land use issues in Overtown. BRF and the Development Partners have worked together for over ten years. We have deliberately sought to address the key objectives of this solicitation with a Project that includes several facets. The key elements and project benefits are detailed in tabs 3 and 5 respectively. • Overtown Gateway would generate roughly 750 jobs with the development of Blocks 45 and 56. Our team has direct experience, deliberate intent and commitment from the top down to exceed the targeted levels of jobs for local residents and contract opportunities for local companies. • Significant post -construction jobs will result from the retail, hotel and office components. We plan to put in place a dedicated jobs and contracts coordinator who would remain active even after construction to ensure that local residents and companies have every opportunity to work with Overtown Gateway. • Respect for the cultural heritage of Overtown is embedded within our design. Elements of HOFDIA and the Redevelopment Plan are incorporated. The visual direction of the project is in synch with Overtown's history • The Project would generate significant economic returns for SEOPW CRA. This would amount to millions each year. A summary of the highlights is provided in Tab 5. • Beyond creating jobs, Overtown Gateway will engage Overtown youth by providing educational experiences exposing them to the real estate industry and entrepreneurship. In doing so, we are deliberately seeking to sow the seeds for growing the investors of the future whom will build-up Overtown with compassion and commitment to its cultural heritage_ Our "Overtown Scholars" program is discussed in Tab 5, Project Benefits - item (e). • Parking considerations for ILA and Lyric Theater are accounted for in ouryplans forTirst hale • The construction timeline is set up for a two phased project Th(e first phase would be poised to procee immediately with consistent speed. The pace is in line with'the deadlines established in the Declaration of Restrictions. The scale and approach necessary for the Project creates the desire, to discuss a few variances to the Declaration. These are detailed in Tab 3. We are confident about the financial viability of the Project Peeblesand BACH hake significant"experience with the South Florida markets and with hotel, office, residential and retail properties. Collectively- we Y have significant financial resource with access to much more fdr undertaking Overtown Gateway Letters evidencing interest from a sample of potential financial patties are provided in Appendix D. • The demand for residential in Miami is significant andgrowing Vile will cater to the wide cross section of people seeking workforce housing, desirous of downtown living and attracted by Overtown's character. This sector is routinely overlooked despite counting for a large percentage .of those who work in Downtown currently and care to live there in thb�uture • The hotel is planned as an extended-staypromri no branded -hotels that compete, for this 4clie :m that the hotel will be an operational success: • The retail is positioned to tap into the enetainnient district being formed in Overtown. Downtown's retail activity is booming per numerous stiidiesYby the Downtown Development Authority. We plan to compete for this business while also benef tt ng front -those who will live, work and play at Overtown Gateway. at caters to business travelers. Currently, there are wntoWn Miami. With 150 rooms, we anticipated ••(e• ♦9(•4•• s. • •es• •• sa s et • ••eeeV•ee et` CVIE1?ItW 43 1FFW4 ' J J As you review our submission, we hope you agree that Overtown Gateway addresses your objections for Block 45 and 56. We appreciate the unique opportunity to be considered for such a special opportunity. Mr. Peebles and Mr. Channer lead our team and are personally excited by the opportunity This represents a rare opportunity to develop a transformative project that sits both amidst a cultural heritage they claim and within a geographic market they have a high degree of interest in. Their passion drives the team and we hope that the results exceed your expectations. We look forward to the opportunity to discuss Overtown Gateway further with your team. SOURCES u ConstructIordrairt Investor Equity Total USES:: Construction Costs Soft Cost$ Finance Costs Total SOUlIcES:: •Construction Loan TIP Proceeds (*1) $ PerkingGrant. CFA C*2.) $ Barking Grant County (*2) $ Investor Equity $ BLOCK 4.5, Total IISEs Construction Costs Soft COAS Finance Costs Total 84,78041 $ 36,336,780 , $ 121,122,630 $ 94,862,688 16,406,653 7,853,289 121,122,630 BLOCK 48 84,7E1'4841 $ 12,589,067 $ 3,000,000 $ 3,000,000 $ 17,746,902 $ tiCid16 89,936,362.7 34544,156.1.7 120110,517 10t324;777 1.43,05Atig 12 17 awfx sfr 0,036,362,07 084,69a 25,189,464.70 $ 128,480,517 121,122,630 •$ 101,324,777 $ 18,825,385 $ .8,330,356 121,122,638 120486$11 94,862,688 18,406.653 7,853,289 NOTES 1: Capitalize TIP proceeds with 00% return of tuel'elOntthrough 2030 2: Grants provided for publicptrking uM.•b1170W li9 99 601888' 'e18.)$81088rewe. 001$18118 thilsestigs r" U'0 .',W tcNt t+3alnxa'iiO' :fes:. '2, 1 .Year 4 I:::'TrA11u200 ,.415,264 S 6,299,551> 8.600,879 '1 6,798,905 ,3 .7,01t38737.212,959 530,250 $ 624,180 -3 ' 603,087 S 744,967 S 267316 ! ' 740,319 S- .1,173075 '3 5,975,026 S 6°926425 5 7.272051 3 77191437 .3 1715468 3. .3 975,000 4 1458750 S 1274080 $ 1,393,227 °5 ° 0,435A24 3 1420074= `s 154954 4 163,785. 5 167,493 $ 171,312 3175,246' 0 078,289 s 187411 506,651 $ 650,907 S 670,434 $ 890,547 $ 711,1,83 • ' 137,4 ' 18,087697, 18,670,133 ::. 49 4741 029,388 •t-.. 12,27.9,731 s 14105,743 $ '15.301.971 S 4.7051,696 $ 11562442 !3 •,0118,283 ,014,529 4/84465 186,738 • 17%,216 '$ 800,533 338,493• 3: 369;894 S 407,049 $ 406,292 $ 409055 5 1452 142 4,•455,728 0 ` 479670-..5 ddY84btre 1,0Y0p7.531 1A74.450 2,043,505 :2,135,000 �2,'10%109' 7„261727 '2845,020 '2,42,7a'164 (ib940pir.9 7„ 1,091 4,231123 4,810,742 0091,407 5,136,743 4393;040 61555,661.. 4712431, In4urance: 314008 132.299 140,833 146,603 251,065- ,155,179 140228 • 365A11 170110985 256,205 304.697 512844 :342,260 352,485 353,1118 373,868 •885,040 Repairs &18911lle,6ou6e` 2444,234. 352,797 3700• 391,154 402,840: 414077' 437.275: 440,04.5.: 04min&rpeases 904,234 352,797 145,018 191,254 402,840 ,414,877 422,27$ <440,045 ' 0&1,,,,I7,8r008426v 557017 176,390 387509 395„577 201,420 727,438. 213,628 220,838 i$rC911 225,170 764,598 781,245 ...'293,365 302,130' 3114150 320,4.56 430,034 ,',, 4 104434,' 352,797 375,039_ 142154 402,040 4 8'27 . . + 427,275' 440,045 111.09spMyai ?� 'T,541,544 8.' 8,517,849 4 5,24A#5 4• 5 r84126 ,S i0,080.524 5 14393,590 4 ;' 4716,431 S 11049,353: $ A) ,0 4189167 79 027094 5 017428 € 2,14,4,70 3 7,401,518 $: 7,994,408 ;,4,:: .7414492 'S 8.137,45r #' Ft89 $ 5299M83 $ SAZS'9* 0:- 466,744 .9 s346%2 $ '628330 4- 650,374 .3' 19,761,189 S 29,352819. 494,030 .S 508400' 742141102 0,69804 094Ad1., 8.a70.0;t1 '#69,949: I75048 ,45044$ 16b,707 473,190 A65,746: 226,499 235,373 ii+9.Rst9:. 954.794 453'191rr:. 0,6g6,'t40 69$640... 090:131= 5.348B13`ri 9:. 8 9,7✓14f81 'I:+4,%7,45'7Sa5032;5,: R69123761'.- 4.. 7.904A24f 50, Rent Revere; yAVCS- k2i .R.r ROVePt19�, 1610, Bti.80tReven68-'i0PFNS•. 0n. Rent 8eventat a VARK1NO 0ifia9 Revenue, 1'OeeWve 07KRx8bvelnit9 N 8 L51u1= Rent SMir*-C8.601au01y. Real [alateUre4 Insurance Willett% Rep,'19 &M41Net,onc4.. eamin wpnlses c,ncrzt Prn8,D04tls. Payroll .c08Mgikp,. LW ',LP8R.4Nc06/8 410Oil R 3,e42 4e 146'i VA5Na2m :C Year 6 10,877960 $ 14385299 '5 ,1.0,690708 $ 11,012,459 "$ 11342,833 $ 11,653,,21$ 3 593007 -4 :744,967 3 7671114 S 730 814,044 ;S 1 9.46E".3 vassal $ i,314327 S 140,024 1 1478,07s S 1S5$4;34 ;S Lwow -•S $0,140 S. 54540 1 ' ,16o 54140 3 58,Y&6 4 56.140... 3 912,7:41 1313,11311006. 613,911 514,1619, 114,759 12,589,145: "'+5 1t,965,695 13 19,52 4920 4:. 74,751,%eS 3 34445972 S ?h4,650, $ .2,033.621, 0 12394,620 621 'S 089,529. 3,615,3,52 13 1003,586 5040 3' 58.140 stslas 115,657 tis8' se5 S 56, 53z- "2451A2 2057 302,622 314,144 324,142 1004,09 943,794 354,064- , 104.043 378.398 ?,,023568 '3094,943e 1,7.61497 1,143565- 2324091.' .. 2,403364 087,452 4024,546 3.6603 257,916 144221- 172,772 0,81471` . 189,846 194A05:- 5607244 ,306,276 . 212699- .2113386 228328 445.112, 404801 414578 3,40441 453,799, '457352 461,312 495,590 Sim*7,,53.77,54 .*423 458,05s �484,100`.- 0 51862e`. 5114417 560,071 566,503. 583(128 - 1' 385423 458,099. 404.200 0 _ 510,629 534,117 050,071 566,503. 603,429 0 461 104,461 229,030 242,160 251,795 259214 267,058 275,,010 .283,251 191714 390431 4;4311;544 S' 4459,059 . 464,200 301590.. 518,625 a,f7M1631 .3 5,8",al,664 �'S 6,564,37d� 5 e628&IS 450,64E 3R 3,54E 563,150 877Yie2' 368,771 iQ0 fi08 412,553' 424,87E i87i57 8 { � 0*861 0$101 $. '0,13%421 4'. 8,318,054. $ 5,405,606 $ 1 '6,431401,' I 1 6,975.576 .5 7,261,691, 4, 7467,507, $ 7r678119e 5:• 7,895,099 `3 0,112.190 $ 0347,554 ,1 093,341: 403,570 '414,695 432.314 447,445- 463,11)6 `479,314- -496,090 413,454 531,425- '066040406611128t5VC ,'+$"6.2494429§;'-Y 0.148,,9X0+' $-,'.8,3d.3,802.3r-::=,6.8249 y1'v7i119,563*SS:.6`f,3i4984*5.t/;41k788c•,5. 293442 7022107 -4 ',7,034,101; +rs.8,0.41,916'. . 5"i" + i EtACH FEE B . S revuelta ant+xrte. w Overtown Gateway = 45T56 CM .: REALESTt'ATE PITAL PARTNERS me r,�,,_:,, Ac6rlty40 Ac5 5yNaa e- 0r ial `Start l k6I1 ;•201S' 2014 2015 2016 2017 2018 2019 Durelcn 1 Sia 1 t3+4 ' `Q1) 02 J 0e C14 tit Q«2 >� a3 Q4 01`. j t�2 j Q3 il4 01 02 103 1a4 01 1 a2 j 03 1 04 2)1 412 QS .Q# r f52 'Q?.� Overtown Gateway G�k A1000 -Block 45/56 1679j 10-Jun-13 22•Jan 18 IRFP ��..-.- 11519-Jun-13 02-Dec13 t RFP1 r iz; • € i A1010 1 Development Agreernen1 �03-Dec-l33^ I31-Dec1133 f S S a' ':s...:. .., 'n4. PRECONSTRUCTION 285 13-Oct 14 A1020 Design Development(8 ock 45) { 60 02-Jan-14 ;28-Mer14 _ .7 £ 3 i 1 1 Y �'�..'�1,,..��[[} t 1 L 3.L._ ; A1030 fCorsiructorl Drawings (Block 45) t 60(27-Mar 14 )19-Jun-14 —7' ; i7 ENgW1g4t R A1040 1 Pernut6n9 F9mg (Block 45) )0120-Jur 14 1 f 1 s t ,.. s BO{ 20-Jun-14 { 13.Oci 14 1 A1050 [Permitting (Block 45) CONSTRUCTION 873414-Oct 14 89-Mar . r P _ } erlT�Be (BkiCR t A1060 ! Notice to Proceed NTP Block 45 - r 0! 14-Oct-14 . 4 > ` S ' A1070 I Construction (Bbck 45)- 29 Months 61014-get-14 lMar 17 r t• S i - s } �l si t t A1080 jTemporaryCersrcateor06cUpancy(TCO). 89*46 1 0- s09-Mar17 { { y 1 t t t S Pora•1( �UYfe6t6Qett y b -B • t r70 5` t ."..- SAC k 4 wu +f. 4xt"t ,•, yw} _3 ro- tcW •, r ""' � s. s"^(' "^'.. ..i'a. 7 4.4 -'-5S-.C; T•r •, ^-'�•.� i I - . t 4•,.�-.x}C 4'3 t-1 4 :{ �:"i •"'"3-' :`.i .5 .: .te)w1. t4. _t t i, PRECONSTRUCTION —_-- 28. J �09-J i A1090 1' esgn Development (Bbck56) } 60, 14-00-14 (09-Jan-15 a s C r } 1 i r%Cv S 19-�''v' i I1 al�:r On I # I ir.{.}r•ii.- t > 8 I { t. A1100 {ConsWcaon.Drawngs (Block 56) .. _. 60. 12-Jan-15 `- 03-Apr 15 t t, '}C 1 D �, k t 1 t t # 1 S I_ f 1 E A1110 l Pen tf g Fa5n9 (Block 56) ) 0, 06-Apr15 .,.--__.._.,.,�.._._., - -r28-Ju115 � ;' r Penriitirl9 ; q ` t 1 3 ` i 1 i z 1 } 1 1 80I06- r 15 A1120 'Permitting (Block 56) ) M - CONSTRUCTION _ -.. 300j24-11115 '22.Jan 18 A1130 ; Noticeto.Proceed NTP- (Block56) 0'29-Ju1-15 - k ; 1 I• t t t S (. L1 - � } t 7>zFP�'(�BDR�J6f ,..,1;.'(, 1 f ,y.. I C'r t � 1 1 3.1 I - S,y rr } A1140 I. Construction (Black 56)-30 Months 630129-Jul-15 , 22-Jan-18 S 40/1 ,y,' "i""`•' Mo q ij A1150 ITemporary Ceif8Bcate of Occupancy (TCO)-Bbck56- t 01 I22-Jae-18 - • ' - ) a . Cidal6 (i'Ccr}tbCk 56 1 `d00 Si' � Data Late: Anne 19, Fii ' Milestone Schedule Jury 24 2014. __ Paget art '• .. ELINYWN GATEWAY N ewBoston Real Estate Iinvcastment Funds I Urban Strategy America Fund July 1, 2013 Mr. Clarence E. Woods, III Executive Director Southeast Overtown/Park West Community Redevelopment Agency 1490 NW 3rd Ave. Suite 105 Miami, Florida 33136 Re: Equity Letter of Interest for Overtown Gateway project Dear Mr. Woods: The Urban Strategy America Fund is an institutional real estate private equity firm focused on investing in real estate projects and properties across the country. Our team has undertaken $1.5 billion in transactions over the last 10 years. Currently, we are managing a fund with $190 million of investor equity, specifically for investing in real estate. Mr. Barron Channer (BACH Real Estate) and Don Peebles (The Peebles Corporation) are well known to us given their proven abilities at identifying and organizing attractive investments. We have previously reviewed opportunities presented by them. In recent conversations, Mr. Channer has presented conceptual plans for the Overtown Gateway project. The large-scale, mixed -use and transit -oriented nature of the project makes it attractive to us. Further, our process emphasizes investing with seasoned professionals, like Mr. Channer and Mr. Peebles, at the helm of each project. In light of our understanding of the project and regard for capacity of Mr. Channer and Peebles, we would be pleased to give serious consideration to an investment in Overtown Gateway. 1 am available to discuss further, if you desire. Please feel free to contact me at 617-878-7909. Sincerel rkSykes, P -sident 130Foor•1 \'!.'•SHiNCTOtI o : , 75 STATE STREET 12TH FLOOR BOSTON, MA 02109 T: 617.723.7760 F: 617.227.4727 CVELIFIYWN GATEWAY :own, agOtrOgrifif4? CAPRI CAPITAL PARTNERS LLC 37s North Michi ,u Avenue, Suite 3430 Chicago, Illinois 6o6et 3r3•573.3366 s' 311.5734:70 W capricapital.com t gprimor capricapitoLcotn QUINIIN E. PRIMO III Chairman 8 ChiefEvantina Officer July 17, 2013 Mr. Clarence E. Woods, III Executive Director Southeast Overtown - Park West Community Redevelopment Agency 1490 NW 3rd Avenue Suite 105 Miami, Florida 33136 Re: Equity Interest for Overtown Gateway Project Dear Mr. Woods: Capri Capital Partners Please be advised that Messrs. Channer and Peebles have introduced us to their plans for the Overtown Gateway Project proposed for the Overtown neighborhood of Miami. We have maintained a working relationship with both gentlemen for more than five years and, previously, consummated a very profitable investment with The Peebles Corporation in downtown San Francisco. Our regard for their collective experience, capability and professionalism is very high and we maintain a strong interest in doing additional business with them. By way of background, Capri Capital Partners, LLC is a real estate investment management firm that focuses on top tier assets in major property markets throughout the United States. We have been recognized for our investments in urban commercial and residential properties, such as Baldwin Hills Crenshaw Shopping Plaza, a 900,000 square foot regional mall in urban Los Angeles, and North Bethesda Marketplace, a transit -oriented residential and commercial mixed - use development in Bethesda, Maryland, outside of Washington, DC. The firm was founded in 1992 and currently has approximately $3.4 billion in assets under management, representing some of the largest institutional investors in the US. In 2012, Black Enterprise Magazine recognized Capri as its Financial Services Company of the Year. We have had the opportunity to tour Overtown and review the Project proposed. Given our interest in the Miami market and desire to invest in urban areas, we would give strong consideration to providing equity investment capital to the Project if the opportunity presents itself. This interest would, of course, be subject to the then current investment mandates of our clients, as well as a formal investment process, including approval by our internal investment committee. Mr. Clarence E. Woods, III July 17, 2013 Page Two In conclusion, we applaud your and the city's efforts to continue to revitalize the Overton neighborhood, an area we believe is critical to the economic vitality of the city of Miami. Should you have any questions or needs for additional information, please don't hesitate to contact me at 312-573-5266. Yours v tgdly, uintin E. Primo III SUPPORTING DOCUMENTATION SOUTHEAST OVERTOWN / PARK EST COMMUNITY REDEVELOPMENT PLAN APPLICATION L ice' aw A FL i RESPONSE TO EE{t T POP PRO t 45 ABOARD FLORIDA z All Aboard Florida Southeast Overtown / Park VV'est Community Redevelopment. Agency Response to Request for Proposals (RFP) #13-002 - Blocks 45 and 56 July 2013 All Aboard Florida - Stations LLC ("AAF"), a wholly -owned subsidiary of Florida East Coast Industries, Inc. ("FECI"), is pleased to present this response to the Request for Proposals #13-002 ("RFP") issued by the Southeast Overtown/Park West Community Redevelopment Agency (the "CRA") for Blocks 45 and 56 (the "Site"). We appreciate the CRA's consideration of this proposal, which introduces All Aboard Florida in its larger context and describes the key relationship of the Site to the regional opportunity that exists. We will describe the framework under which we propose to develop the Site in a manner that fully achieves the aspirations expressed for the Historic Overtown neighborhood while simultaneously weaving it into the broader vision for the future of Downtown Miami. 2 All Aboard- Florida Southeast Overtown / Park West Community Redevelopment Agency Response to Request for Proposals (RFP) #13-002 - Blocks 45 and 56 July 2013 We have created a development proposal guided by the 2009 Southeast Overtown/Park West Community Redevelopment Plan, including the 6 Redevelopment Goals and 14 Guiding Principles for Historic Overtown. Central to our proposal is a live/work/play concept that emphasizes the creation of active and vibrant streetfronts along NW 20d Avenue and NW 6th and 8th Streets and continues Sawyer's Walk along the NW 7th Street axis towards the Overtown Metrorail Station. A carefully assembled mix of uses further supports this objective. The resulting development creates an anchor that stimulates the Historic Overtown arts district concept and links the neighborhood to the newly emerging multi -modal transportation hub that we are developing adjacent to the Site. The project as proposed creates jobs, expands the tax base, improves the quality of life for residents, increases visitation to the area, respects and preserves the cultural heritage of Historic Overtown, and introduces a new, appropriate housing option for the community, KEY Y ZETSC . =_E IC. L INKAI. .'i'# EATHER TO WATERFRONT AND DOWNTOWN DEVELOPMENTS PEDESTRIAN LINKS TO WATERFRONT AND DOWNTOWN CULTURAL AMENITIES We are committed to working with the residents of the Historic Overtown community. Our proposal for the Site is reflective not only of the requirements in the RFP and the goals in the Redevelopment Plan, but also the feedback gathered from community leaders during the planning stages of our concept. if selected, we anticipate an interactive process with neighborhood residents and community groups to help craft the final details of the project's design elements in order to achieve our goal of comfortably integrating the project into the current and future visions for Historic Overtown. 3 Ail Aboard Florida Southeast Overtown / Park West Community Redevelopment Agency Response to Request for Proposals (REP) #13-002 - Blocks 45 and 56 July 2013 Our proposed development offers the immediate opportunity to realize many critical objectives for the Site while also supporting a number of broader initiatives for the greater Historic Overtown neighborhood. The Site is uniquely situated as a "hinge" between neighborhoods that can be greatly enhanced through connectivity and integration. £ tiiN to CM;e r r ;% ABOARD'FLORIDA' BLOCK OVERTOWN'METROR STATION RSNT6RlMENT Specifically, the Site is between the historic neighborhood of Southeast Overtown and the emerging All Aboard Florida downtown transportation hub that will be established in conjunction with the project, The Site can serve as the threshold into the emerging entertainment and arts district that draws upon the cultural heritage of the Historic Overtown community and our proposal will link this district to the transportation hub. In addition, a newly enhanced NW 8th Street pedestrian realm will serve to connect the neighborhood to the planned developments on the former site of the Miami Arena and beyond through the proposed Miami World Center project and, ultimately to the downtown waterfront. By carefully locating the various uses across the Site and giving thoughtful consideration to the flows of pedestrian activity and the mass and scale of the buildings as they address the streetfront, this project will serve as a stimulus for the realization of the CRA's vision for the community and will inspire momentum and growth for the Historic Overtown neighborhood. 4 Ail Aboard Florida Southeast Overtown / Park West Community Redevelopment Agency Response to Request for Proposals (R-P) #13-002 - Blocks 45 and 56 July 2013 IN RODUCING ALL ABOARD FLORIDA, We are singularly positioned to deliver against the many opportunities presented by this Site for several key reasons. ALL ABOARD FLORIDA ,AN EXPRESS.INTE O PASSENGER RAIL SYSTEM OFFERING 3-HOUR TRIP BETWEEN MIAMI AND{{o L_ANDO WITH H S TO II - IN FORT LAUDERDALE AND WEST PALM BEACH. All Aboard Florida is being developed as the first privately owned and operated intercity express passenger rail system in the United States. This ground -breaking project will create an important transportation alternative along Florida's east coast, connecting Miami, Fort Lauderdale, West Palm Beach and Orlando with new, custom - designed trains and stations. Over 42% of the Florida population lives and works adjacent to this rail corridor. The Miami terminus for this rail service is planned on nine acres adjacent to the Site where the downtown transportation hub will be located. Our new facilities will connect directly to two Metrorail stations, Metromover and the Miami -Dade County bus system to create a true multi -modal transportation system. The ability to integrate the uses and facilities of this project with the larger transit -oriented context of the transportation hub is a reality that only we can fully deliver. We have the financial resources and capabilities to execute the proposed development as a single phase project with an immediate start date and are poised to initiate immediately - resulting in a completion in the RFP, date that is earlier than anticipated Our team has a proven track record of delivering projects of this scale, complexity and type locally, as well as locations around the world. As such, we offer the expertise necessary to understand and manage the urban planning, development, social, and financial challenges presented by a project of this nature. 5 Ali Aboard Florida Southeast Overtown / Park West Commun ty Redevelopment Agency Response to Request for Proposals (RFP) #13-002 - Blocks 45 and 56 'T'HE POPQAL July 2013 The project as proposed represents a transformation of the neighborhood, built upon connectivity and a vibrant streetscape. This realization will be achieved through a focus on walkability, and through the introduction of a mix of uses that foster interaction and round-the-clock life. In addition to the physical benefits of the project, the tangible economic benefits are equally transformative. To determine the scope of those benefits, we commissioned a thorough economic and fiscal analysis of the proposed development. A summary of the study is provided in Section 6 of this proposal, with a copy of the full study attached as Exhibit "A" in the Appendix. Among other benefits, the study determined that this approximately $110 million ALA. ABOARD FLORIDA WILL CONNECT FLORIDA'S KEY CITIES IN A NEW WAY TO SPARK SOCIAL AND ECONOMIC OPPORTUNITIES. capital project will generate: Over 800 worker -years of construction labor Over $40 million in construction wages Over $1.9 million in fees to the City of Miami related to the development 3111 Over $1 million in annual tax increment revenues to the Redevelopment District's Trust Fund 3' Over 1,000 new permanent, full-time and part-time direct, indirect, and induced jobs KEY COMPONENTS OF PROPOSAL: A Live/Work/Play concept, which is in accordance with the 6 Redevelopment Goals and 14 Guiding Principles outlined in the Redevelopment Plan. A total of 153,200 sf of commercial space including: 55,000 sf of retail, food and beverage outlets, and commercial space that will activate a newly created pedestrian streetscape connecting Historic Overtown to the downtown transportation hub and beyond. Lively shops and restaurants with a plaza on the northwest corner of the Site will promote the Lyric Theater as the centerpiece of the emerging entertainment and arts district. 97,200 sf of office space that will allow companies to relocate to Overtown and provide job opportunities and daytime commerce to the neighborhood. o at least 250 new residences, specifically designed as an appropriate residential product priced and targeted to a customer seeking to live, work and play within Historic Overtown and the downtown Miami community. O approximately 2,000 parking spaces serving the needs of the project, the neighborhood, the downtown transportation hub, the Lyric Theater and the International Longshoremen's Association. A;i Aboard Florida Southeast Overtown / Park West Community Redevelopment Agency Response to Request for Proposals (RFP) #13-002 - Blocks 45 and 56 July 2013 Over the past few weeks, our team has made a concerted effort to meet with members of the Historic Overtown community in preparation of submitting this response. We met with representatives from the Black Archives, St. Johns CDC, Greater Bethel AME, International Longshoremen's Association - Local 1416, Urgent, Inc„ the Historic Overtown Folklife District Association and various residents. In these meetings, we presented our preliminary plans for the Site and the downtown transportation hub for All Aboard Florida. The stakeholders were encouraged to share concerns, ask questions and provide suggestions for the development. Overall, the stakeholders were supportive of our efforts to bring new development and opportunities to the area while maintaining a sense of the neighborhood's culture and architectural style. Establishing and maintaining relationships in Historic Overtown is essential to moving this project forward and securing support for the proposed development. Our team is committed to working with all of the groups in the community as the project progresses. We anticipate there will be opportunities for partnerships and collaboration once the development program and scheduled are further defined. In an early effort to engage veteran -owned and minority, disadvantaged and women - owned enterprise businesses (MBE/DBE/WBE), we hosted two outreach forums in June to provide firms with more information on the project and an opportunity to network with potential prime contractors. These events were held in Central and South Florida and attended by more than 300 firms. Attendees learned about the project and the procurement schedule, and the afternoon session consisted of vendor exhibitions. Attendees networked and discussed teaming opportunities with 20 potential prime contracting firms that have expressed an interest in bidding on design and construction work. The introduction of new real estate uses, the creation of job opportunities, the addition of transportation alternatives, and the collective economic and social benefits to be realized from our concept make this a compelling proposal. On top of our ability to create a well -executed, large-scale development, we are also in a unique position to link Historic Overtown into our multi modal transit hub. As a result, we are confident that we are in the best position to effect positive change for the Historic Overtown neighborhood. 8 All Aboard F orida Scutt •east Ova•tnwn / Park West Community Redeye opment Agency Response to Refit lest f?r Pr000sals (RPP) 11t3-002 • Blocks 45 are 56 July 201 CONCEPTUAL PROJECT DELIVERY SCHEDULE PROJECT START DESIGN & ENTITLEMENTS PERMITTING & PROCUREMENT CONSTRUCTION START PARKING RETAIL OFFICE RESIDENTIAL 2013 2014 01 u2 Q3 01 C2 31? A AUG i ! AUG fYWV ! 'r i c @-a'D''2L`CCE S4 2e1:... _ _e'1-. CONTEMPLA AC cemsraYC11D START, , MAY2016 2016 ED DATE OCT CONTEMPLATED DATE MAY 2016 ACCELERATED DELIVERY `'" 35 Al: Aboard Florida Southeast Overtown / Park West Community Redevelopment Agency Response to Request ror Uroposa;s (RFP) 1313-002 - Blocks 45 and 56 July 20133 EVENUE ASUMPTtONS Woe K.^,r..mrlx 1 2 3- 4 5 6 w 2016 2017 2016 2019 2020 2021 2022 2023 2024 2025 Grca Revenue' -"'Read - Pent/LP $3800 $38.00 $39.14 $40.31 $41.52 $42./7 y14.05 $4537 S45.74 548.14 Office - Rea/!Sr 35.00 35.00 36.05 37.14 38.25 39.39 40.57 41.79 43.05 44.34 Res:82,81N - Una 4o91/Mon1h 1,328.13 1,328.13 1,367.97 1.409.01 1.451.28 1.49482 1,539.66 1.585.85 1,63.3.43 1,68243 Parking - Avg. Space/Month 125.00 125.00 128./5 132.61 136.59 140.69 144.91 14926 153.73 158.35 'StaGbzauon Achraved m the ..Tad Quarter of 2018 KEY OPERATING ASSUMPTIONS Stabilized Occupancy Rates Retail Office Residential Parking 85% 90% 85% 90% Operating Expense Ratios Retail Office Residential Parking 30% 35% 42% 25% 37 Ail Aboard r"ior±da Southeast Overlown / Park West •::ommunity Redevelopment Agency Response to Request rot Pruposais (RFP) 7r13-002 - Blocks 45 and 56 ..1uy 2013 SECTION 6 - BUSINESS PLAN AND TERMS DEVELOPMENT PROGRAM (S Residential Units 258 Gross Square Feet 193,500 Gross Square Feet/Unit 750 Net Leaseable Square Feet 164,475 Net Leaseable Square Feet/Unit 637.50 Retail Gross Square Feet 55,100 Net Leaseable Square Feet 49,590 Office Gross Square Feet Net Leaseable Square Feet 97,200 82,620 Parking Gross Square Feet Spaces Area/Space TOTAL GROSS SQUARE FEET 770,640 2,028 380 1,115,440 Retail Office Residential "Parking Total Land Hard Costs Protessional Pees Development & Project Management Legal. Finance & Administration Construction. Interost Ex ,nse Tst4i:Project Costs' $597,993 51.023,872 $2.100.030 51,778,105 $5,500,000 9,367,000 16,038.000 32.895,000 27.852,361 86.152,361 843,030 1,443.420 2960,550 2506.712 7,753,712 515,185 882,090 1.809.225 1,531,880 4./38.380 187.340 320.760 65/.900 55/.04/ 1,723,04/ 607.511 1,040,168 2,133,454 1.806,406 5,587..539 a41189339 ."'$20493f4_ $42,556,1 "+ o1v,U 2,511.: ' $111,3SK,t7Y8,,.. A Sources Uses Initial Equity Debt Total Sources:. $33.436,512 78.018,527 Land Development Costs - Retail Development Costs - Office Development Costs - Residential Development Costs - Parking Construction Inters& E. )9ns6 $111,455,039 Total Oses: $5,500,000 10,912.555 18,584,270 38.322575 32.448,000 5,567.39 15;l ,039 35 BankofAmerica Merrill Lynch July 18, 2013 Clarence E. Woods, III Southeast Overtown/Park West Executive Director Community Redevelopment Agency of the City of Miami 1490 NW 3rd Ave, Suite 105 Miami, FL 33136 Dear Mr. Woods: I understand that you are working with Florida East Coast Industries and its related All Aboard subsidiary regarding the C.R.A. Request For Proposal. Bank of America and its predecessor banks have shared a 25+ year valued relationship with Florida East Coast Industries and its related subsidiaries. Please accept this letter as confirmation that Florida East Coast Industries and its related subsidiaries maintain sufficient liquidity in the high 8-figures at Bank of America. Please note that we have also financed three construction loans for Florida East Coast Industries in the past twelve months and look forward to additional financing opportunities offered by Florida East Coast Industries and its related subsidiaries. Should you have any questions or if I can be of any help in your review of their qualifications, please do not hesitate to let me know. I can be reached at 305-468- 4378 or kim.abreu@baml.com. Sincerely, .6k<ti.A1V1.„ (1bLeA.,1 Kim Abreu Senior Vice President Commercial Real Estate Banking Group #1784721