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HomeMy WebLinkAboutCRA-R-15-0022 Exhibit A-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT (the "Agreement") is made as of the day of , 2015, by and between THE SOUTH FLORIDA REGIONAL TRANSPORATION AUTHORITY, a body politic and corporate and agency of the STATE OF FLORIDA (the "SFRTA"), and the OMNI REDEVELOMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). RECITALS: WHEREAS, the CRA was formed for the purpose of removing slum and blight in the Omni Redevelopment Area (the "Redevelopment Area") and to promote redevelopment and employment within the Redevelopment Area; and WHEREAS, notwithstanding the Redevelopment Area's regional location and proximity to important centers of activity, major transportation systems, and significant centers of employment, the Redevelopment Area has seen limited commercial and residential development since the inception of the CRA in 1987; and WHEREAS, the Omni CRA Redevelopment Plan recognizes that targeted investments in transportation service enhancements can diminish barriers to investment within the Redevelopment Area; and WHEREAS, SFRTA operates a regional, commuter rail system, commonly referred to as Tri- Rail, which, provides affordable access to employment centers across Miami -Dade, Broward and Palm Beach Counties; and WHEREAS, the CRA wishes to provide financial assistance to SFRTA to help facilitate the design and construction of certain rail improvements within the Redevelopment Area and additional platform improvements at the proposed Miami Central Station, located outside the Redevelopment Area, in order to accommodate future Tri-Rail commuter rail service via the Florida East. Coast Railway (the "FECR") corridor to downtown Miami improving regional access to and mobility within the Redevelopment Area (identified as the "Tri-Rail Downtown Miami Link"); and WHEREAS, it is estimated that the design and construction of the required Tri-Rail station and rail improvements will cost an estimated $70.44 million and consist of approximately $21 million for eight (8) miles of rail line improvements to the FECR corridor and Fifty Million Four Hundred Thousand and no/Dollars ($50,400,000.00) million (the "Estimated Cost") in station improvements to construct: (i) a 62,000 sq. ft. elevated platform and trackage; (ii) a mezzanine level consisting of columns and related structures which support the associated Tri-Rail platform and trackage; and (iii) related Miami Central Station elements including, but not limited to, portions of elevators, escalators, support spaces and storage areas, all as more particularly described in Exhibit "A" (hereinafter the station improvements identified in (i) through (iii) shall be referred to as the "Improvements"); and 15-DD797- £bfA-$5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. WHEREAS, collectively, All Aboard Florida ("AAF") and FECR have agreed to contribute (i) the land required to accommodate the Improvements, (ii) a reduced access fee for SFRTA's use of the FECR corridor, (iii) the financial carrying costs for the Improvements through construction of the Tri-Rail platform, and (iv) a pro -rated cost sharing for those Miami Central Station infrastructure improvements that will be shared with SFRTA; and WHEREAS, SFRTA has requested grant support to help underwrite the cost of the rail corridor improvements and is seeking regional funding for the Improvements; and WHEREAS, the CRA wishes to provide such funding assistance for the Improvements to SFRTA for the timely completion of the Improvements given the regional transportation benefits associated therewith, the catalytic impact the Improvements will have on future development within the Redevelopment Area and the transformative nature of the Miami Central Station (the "Project"), subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the SFRTA and CRA agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct, incorporated herein by reference and made part hereof. 2. RESPONSIBILITIES OF SFRTA. 2.1 Permits and Approvals. SFRTA intends to procure the design and construction of the Improvements as a sole source by entering into a contract with AAF, the owner of the property on which the Improvements will be located and the entity that will be designing, permitting and constructing the Project, of which the Improvements are a part. AAF, on behalf of SFRTA, shall obtain all necessary permits and approvals; and shall coordinate the review of design and construction documents with the applicable permitting agencies. AAF, subject to SFRTA's approval, shall make all necessary adjustments as required for approval and/or permitting by the applicable agencies. 2.2 Public Information and Involvement. Immediately prior to and during construction, as appropriate, AAF will, on SFRTA's behalf, provide information to adjacent property owners and area residents about the scope of the proposed Improvements. 2.3 Publicity. SFRTA agrees that it shall ensure that all its publicity, public relations, advertisements and signs recognize and reference the CRA for its funding support of the Improvements. Such acknowledgment shall include, but is not limited to, all posted signs, pamphlets, wall plaques, cornerstones, dedications, notices, flyers, brochures, news releases, media packages, promotions, and stationary. The use of the official CRA logo is required for the publicity purposes stated herein. SFRTA, or its agents, shall submit samples or mock-ups of such publicity or materials to the CRA for review and approval, which approval shall not be unreasonably withheld, prior to any distribution. SFRTA shall ensure that all media representatives, when inquiring about the Improvements, are informed that CRA has contributed the Funds (as defined herein), which represent a portion of the total funding for the Improvements. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2.4 Accounting. SFRTA shall at all times maintain a separate accounting of the use of the Funds so those costs and the use of the Funds may be independently verified and audited by the CRA at the CRA's request. SFRTA agrees to permit such auditors to inspect the books, records and accounts of the Improvements for three (3) years after completion of the Improvements. These records shall be made available to the CRA for inspection within thirty (30) business days upon receipt of a written request from the CRA. 2.5 Contracting for Improvements. The CRA agrees that the selection, contracting, retention and discharge of AAF for the design and construction of the Improvements shall be the sole responsibility of SFRTA. 2.6 Claims and Change Orders. The CRA shall bear no responsibility for any claims or change orders that may arise. 2.7 Disadvantaged Business Enterprise. SFRTA shall require AAF to comply with its disadvantaged business enterprise ("DBE") requirements. 2.8 Construction Administration and Inspection. SFRTA shall exercise all responsibilities of the owner under the design and construction contract for the Improvements, including construction administration and inspections. SFRTA may delegate this function to an authorized agent or Construction Engineering Inspection consultant. The CRA, at its sole cost and expense, may assign an inspector to participate in the routine daily inspections. SFRTA's designated representative and the CRA's designated representative shall jointly perform the inspection of the Improvements which immediately precedes substantial completion. SFRTA, or its agent(s), shall certify upon completion that the Improvements have been constructed pursuant to the design plans, specifications and any change orders approved by SFRTA, or its agent(s). Presently, SFRTA estimates that final acceptance of the Improvements will occur on or before December 31, 2016, but not later than June 30, 2017 (the "Construction Completion Date"), and that Tri-Rail revenue service to the Miami Central Station will commence on or before March 31, 2017, but not later than December 31, 2017 (the "Service Commencement Date"). 2.9 Maintenance. SFRTA shall be solely responsible for maintenance upon final acceptance of the Improvements. As such, SFRTA, and not the CRA, shall be responsible for all claims, demands, liabilities and suits arising from allegations or suits in tort as to the condition of the Improvements. 3. RESPONSIBILITIES OF CRA: 3.1 Funding Amount, Reimbursement of Project Costs. The CRA agrees to provide SFRTA with funds in an amount not to exceed Three Million Seven Hundred Fifty Thousand and No Dollars ($3,750,000.00) for eligible costs, as outlined herein, incurred for the design, construction, and financing of the Improvements (the "Funds"). The CRA shall disburse the Funds to SFRTA in the manner set forth in Section 5. The CRA shall incur no liability for any costs in excess of the Funds unless there has been a duly authorized increase approved by the Board of Commissioners of the CRA, In the event the actual costs of the Improvements are less than the Estimated Cost, all remaining funds shall remain with the CRA and the CRA shall have no further responsibility regarding any other reimbursement of project costs. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 3.2 CRA Payments of Improvement Costs. The Funds shall be provided as specified below: Funding Amount FundinE Source County Fiscal Year of Commitment $1,875,000.00 Omni TIF 2015-2016 $1,875,000.00 Omni TIF 2016-2017 In the event SFRTA, through its agent AAF, fails to commence physical construction (as defined hereinafter in Section 8 below) of the Improvements on or before the first (161) anniversary of execution of this Agreement, then the Funds otherwise payable to SFRTA shall be reduced by ten percent (10%) for every one (1) year period, or portion thereof, during which SFRTA has not commenced physical construction. Should SFRTA fail to initiate physical construction of the Improvements on or before the second (2°(1) anniversary date of the execution of this Agreement, then the CRA's payment obligation pursuant to this Section shall be null and void. Additionally, should SFRTA fail to complete all construction and obtain all Certificates of Occupancy regarding the Improvements as referenced in this Agreement, then the CRA's payment obligation pursuant to this Section shall be null and void. 3.3 Improvement Cost Adjustments and Other Amendments. The amount of the Funds is based on the Estimated Cost. The Parties recognize that adjustments to the above -referenced costs may be required in the future and that, at the option of the Parties, amendments may be entered into to revise the amount of the Funds. Amendments that do not increase or decrease the amount of the Funds may be executed by the SFRTA Executive Director and the CRA Executive Director without the need for approval by the SFRTA Board and the Board of Commissioners of the CRA. Otherwise, further funding commitments shall be subject to the approvals of the Parties' respective governing boards. 4. ELIGIBLE COSTS. The Parties agree that only expenses incurred by SFRTA that are directly related to the design and construction of the Improvements are eligible for reimbursement from the Funds, provided adequate documentation accompanies the reimbursement request in the form of approved invoices, verified payment requests, documented journal entries, and/or check vouchers. Financing and legal costs shall specifically not be eligible for reimbursement from Funds provided pursuant to this Agreement. 5. SCHEDULE AND MANNER OF REIMBURSEMENTS. Upon execution of the Agreement, SFRTA shall furnish the CRA with a copy of the estimated budget for the Improvements, and, thereafter, shall similarly furnish the CRA with any and all revisions thereto. Upon execution of this Agreement, SFRTA shall also furnish to CRA a schedule of values identifying quarterly design and construction milestones and the anticipated construction expenditures payout schedule for such milestones for the Improvements. Quarterly disbursement of Funds by the CRA shall be based upon invoices provided by SFRTA accompanied by copies of paid contractor invoices (the "Reimbursement Request"). Each Reimbursement Request shall also include a copy of all payments made to contracted firms during the reimbursement period. Reimbursement Requests shall commence on or after October 1, 2015. For the 2015- 2016 fiscal year ending on September 30, 2016, quarterly disbursements by the CRA of the Funds shall not exceed One Million Five Hundred Thousand and No Dollars ($1,875,000.00). For the 2016-2017 fiscal year, which fiscal year shall commence on October 1, 2016, and end on September 30, 2017, THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. quarterly disbursements by the CRA of the Funds shall not exceed One Million Five Hundred Thousand and No Dollars ($1,875,000.00). Any Funds not disbursed during the above fiscal years shall be carried forward by the CRA for reimbursement in future fiscal years consistent with the terms set forth in Section 3.2 hereinabove. 6. COMMUNITY BENEFITS. SFRTA shall commit to the following community benefits: 6.1 Job Fairs. SFRTA, in conjunction with the CRA, shall conduct two (2) job fairs to promote employment opportunities during the construction of the Improvements; not less than one (1) job fair shall be conducted within one (I) month preceding the commencement of vertical construction on the Improvements. The second job fair may be conducted within six (6) months of the start of vertical construction of the Improvements. SFRTA, in conjunction with the CRA, shall conduct one (1) job fair no later than thirty (30) days prior to the commencement of revenue operations of the Tri-Rail commuter service at the Miami Central Station. 6.2 Agency Recognition. SFRTA shall install one (1) memorial plaque on a Tri- Rail passenger rail car actively servicing the Miami Central Station and one (1) memorial plaque at a conspicuous place in the Miami Central Station. Such plaques shall acknowledge the CRA's contribution to the establishment of the Downtown Miami Link service and specifically include the name(s) of each of the CRA Board members and the CRA Executive Director as part of the acknowledgment. 6.3 Discounted Fares. SFRTA shall provide the indicated discounted fares to the following organizations/individuals following its approval of a Fare Equity Analysis required under Federal Transit Administration (FTA) Circular 4702.1B: i. Florida Film & T.V. Center. The CRA will certify existing and prospective workers who will be employed at film and television events occurring at the Florida Fihn & T.V. Center located within the CRA (the "Center") and provide a list of the same to SFRTA on a monthly basis (or on a timeframe mutually agreeable to both parties). SFRTA will provide such workers with a discount of fifty percent (50%) on standard Tri-Rail fares. The CRA will provide monthly notification (or within a timefra.me mutually agreeable to both parties) of the termination of such workers' employment at events occurring at the Center to allow for termination of the applicable discounted fare cards. ii. The Chapman Partnership. SFRTA shall work with the Chapman Partnership's North Center, located at 1515 N. Miami Avenue, Miami, FL (the "North Center"), to develop an outreach and support plan to provide free monthly fare cards to individuals resident at the North Center. In any such plan, the Chapman Partnership, not less than five (5) days prior to the commencement of each month following the effective date of this Agreement, shall notify SFRTA of the total number of individuals resident at the North Center requiring monthly ridership fare cards to access employment, educational opportunities, and job -readiness training near the Tri-Rail service corridor (the "Authorized Riders"). The Chapman Partnership shall be responsible for certifying the start and termination of an Authorized Rider. The Chapman Partnership shall notify SFRTA of the termination of an Authorized Riders residence at North Center not less than five (5) days prior to the commencement of each month so as to facilitate the timely termination of the Authorized Rider's monthly fare card. The CRA Executive Director shall be copied on all communications between SFRTA and the Chapman Partnership regarding the provisions of this Agreement. A letter of acknowledgment from the Chapman Partnership is attached hereto as Exhibit "B". 6.4 Minimum. Service Levels. SFRTA shall operate not less than twenty-six (26) weekday trains to the Miami Central Station with a cumulative passenger capacity of not less 9,750 seats THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. per weekday (the "Minimum Service Level"). SFRTA shall maintain such Minimum Service Levels unless modified by SFRTA following review and the approval of the CRA. The CRA shall approve reductions to the Minimum Service Level when presented with information by SFRTA evidencing: (i) reduced ridership demand for the Tri-Rail Downtown Miami Link; or (ii) reductions in operating support from public funding sources which require service reductions. 6.5 Term of Community Benefits. SFRTA shall provide the community benefits set forth in Sections 6.2, 6.3, and 6.4 hereinabove through March 31, 2030. 7. COMPLIANCE WITH LAWS. The Parties shall comply with applicable federal, state, and local laws, codes, ordinances, rules and regulations in performing their respective duties, responsibilities, and obligations pursuant to this Agreement and with all applicable laws relating to the Improvements. The Parties shall not unlawfully discriminate in the performance of their respective duties under this Agreement. 8. APPROVALS. Unless waived by action of the CRA, this Agreement shall only become effective upon approval by the Board of Commissioners of the CRA and the SFRTA Governing Board. In the event the Agreement is not approved, the Agreement shall be null and void and be of no force or effect. The Parties also agree that this Agreement shall be conditioned upon approval of all applicable agreements for the Improvements including: (i) the sole source agreement between AAF and SFRTA for the Improvements; (ii) the loan agreement between an AAF affiliate or other third -party lender and SFRTA for a loan for the cost of some of the Improvements; (iii) the agreement between AAF, FECR, FDOT and SFRTA for the Improvements and operations and maintenance on the FECR corridor; (iv) a separate agreement with FECR (if necessary) for the rail infrastructure improvements; and (v) all other funding with other funding partners and SFRTA for the Improvements, less the amount of any SFRTA contributions to the cost of such Improvements. This Agreement shall be further conditioned upon the Miami -Dade County Metropolitan Planning Organization's ("MPO's") authorization of the use of not less than Three Million and No Dollars ($3,000,000.00) for eligible costs related to the design and construction of the Improvements from such funding sources as may be authorized by the MPO. A listing of anticipated funding sources and amounts is attached hereto as Exhibit "C". In the event SFRTA fails to initiate physical construction of the Improvements (the term "physical construction" does not include the preparation of construction documents or permitting of the same for the Improvements) within two (2) years of the date of the execution of this Agreement, this Agreement shall be null and void. 9. INDEMNIFICATION. To the extent authorized by Florida law and all limitations thereunder, SFRTA hereby agrees to indemnify, defend, save and hold harmless the CRA, its officers, agents, and employees from any and all claims, demands, liabilities and suits of any nature whatsoever arising out of, because of or due to the negligence of SFRTA, its officers, agents or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the CRA for its sole negligence. To the extent authorized by Florida law and subject to all limitations included in Section 768.28, Florida Statutes, the CRA hereby agrees to indemnify, defend, save and hold harmless the SFRTA to the extent of all the limitations included in Section 768.28, Florida Statutes, from all claims, demands, liabilities and suits of any nature whatsoever arising out of, because of or due to the negligence of the CRA, its officers, agents or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the SFRTA for its sole negligence. In the event of breach or non-performance by the persons selected by SFRTA to perform the design and construction of the Improvements, SFRTA shall, upon written request by the CRA, assign to the CRA any and all rights under the affected contract for purposes of the CRA's prosecution of THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. claims, actions or causes of action resulting from such breach or non-performance unless SFRTA, at its option, pursues such claims, actions or causes of action through arbitration, administrative proceeding or lawsuit. SFRTA agrees to cooperate fully with the CRA in the prosecution of any such claim or action. Any damages recovered by the CRA in the prosecution of any such claim or action which is attributable to any expenditure by SFRTA shall be returned to SFRTA by the CRA within sixty (60) business days of receipt of such payment for damages recovered. 10. DEFAULT. If through any cause within the reasonable control of SFRTA, SFRTA shall fail to fulfill in a timely and proper manner, or otherwise violate any of the covenants, agreements, or stipulations which are material to this Agreement, the CRA may thereupon give written notice to SFRTA of such default and specify what actions must be taken to cure said default to avoid termination hereunder. SFRTA shall have sixty (60) days to cure said default or such additional period authorized by the CRA. In the event that SFRTA shall not have cured said default to the satisfaction of the CRA by such deadline, then this Agreement may be terminated by the CRA upon notice of termination to SFRTA. Upon such termination, the CRA shall not be responsible for reimbursement of any outstanding invoices and all remaining funds shall remain in the possession and control of the CRA. If through any cause within the reasonable control of the CRA, the CRA shall fail to fulfill in a timely and proper manner, or otherwise violate any of the covenants, agreements, or stipulations which are material to this Agreement, SFRTA may thereupon give written notice to the CRA of such default and specify what actions must be taken to cure said default and avoid termination hereunder. The CRA shall have sixty (60) days to cure or additional period authorized by SFRTA. In the event that the CRA shall not have cured said default by such deadline, then this Agreement may be terminated by SFRTA upon notice of termination to CRA. In the event either party terminates this Agreement for cause, the terminating party shall have all remedies available to it under State law against the party being terminated and the party being terminated shall have available all rights available under State law to defend itself if the terminating party seeks to have any remedies opposed on it. 11. DISPUTE RESOLUTION, APPLICABLE LAW. The Parties shall resolve any disputes, controversies or claims between them arising out of this Agreement in accordance with the "Florida Governmental Conflict Resolution Act", Chapter 164, Florida Statutes, as amended. This Agreement shall be governed by the laws of the State of Florida. Venue in any proceedings shall be in Miami -Dade, Florida. Each Party will bear its own attorney's fees. 12. ENTIRE AGREEMENT, AMENDMENTS. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein and the Parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms thereof shall be predicated upon any prior representation or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms contained herein shall be effective unless set forth in writing in accordance with this section. No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the Parties. Unless specified otherwise in this agreement, the Executive Director of the CRA shall have full authority to amend, modify, or alter any agreement addressing non -substantial changes without the need to have a public hearing before the Board of Commissioners of the CRA. THIS DOCUMENT 1S A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 13. SEVERANCE. In the event a portion of this Agreement is found to be invalid by a court of competent jurisdiction, the remaining provisions shall continue to be effective unless the SFRTA or CRA elect to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) business clays after the finding by the court becomes final. 14. ASSIGNMENT OF REIMBURSEMENT AGREEMENT. SFRTA may execute and deliver to an AAF affiliate or third -party lender such assignment of any and all rights in favor of SFRTA and such Funds due to SFRTA under this Agreement as SFRTA may from time -to -time request while this Agreement remains in force and effect. 15. NOTICES. Any and all notices required to be given under this Agreement shall be sent via first class mail, addressed as follows: To the CRA: With a copy to: To the SFRTA: With a copy to: Omni Redevelopment District Community Redevelopment Agency Attention: Pieter A. Bockweg, Executive Director 1401 N. Miami Avenue, 2nd Floor Miami, FL 33136 (305) 679-6868 City of Miami City Attorney's Office Attention: Barnaby L. Min, Esq., Deputy General Counsel 444 SW 2 Avenue, Suite 945 Miami, FL 33137 South Florida Regional Transportation Authority Attention: Jack Stephens, Executive Director 800 N.W. 3311 Street Pompano Beach, FL 33064 (954) 942-7245 South Florida Regional Transportation Authority Attention: Teresa J. Moore, Esq., General Counsel 800 N.W. 33'd Street Pompano Beach, FL 33064 [SIGNATURE PAGES TO FOLLOW] THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS WHEREOF, the Parties hereto set their hands and official seals the day and year first above written: ATTEST: TODD B. HANNON CITY CLERK OMNI CRA OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Fla. Statutes BY: BY: Clerk of the Board Pieter A. Bockweg, Executive Director Approved as to form and legal sufficiency Victoria M6ndez General Counsel ATTEST: BY: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY Jack L. Stephens Approved by General Counsel as to legal form and sufficiency: Teresa J. Moore, Esq. General Counse] SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY, an agency of the State of Florida BY: Commissioner Steven L. Abrams THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "A" Description of the Improvements TRIc`� RAIL OCTOBER 3, 2014 1N31Nf1300 SIHI AO 0N3 3HI ltt N33S ORIGINAL. BACKUP ORIGINAL CAN BE Oi NOI1l111S9fS b' SI 1N31Nf1mO0 SIHl a O n c m Z mime 1 ceao~e4r PLAWI ra GROUND LEVEL 1--- r F- ,0o ){ 1; 1 N V e xwr ti mmorrcr Mao* �* QE 1 D�E..9IIR AENTwwPLAN��NING li W 11�TP P. '1N31A1f130a SIH130 0N3 3Hi IV N33S ORIGINAL. 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SPACE ETAXON APRICIPCM 1141CAT p1M1O UTLEMER.Cq rn O = rn xjin 3>- 2o = r C rn w E Zn rTi C vs O O • 1> 7/ C G)� o z -4 O c c n]y m z Q 2 o 2 rn 0 THCILSD2PEDRIMINC PLAtFORP41 PLAN (+XX FT) —,9 ..,,.-t1,rs, r -- OF-DOCACTED rna S'ACE snARED AA TRCL SRM SHAPED COUNfYRRCL SPACE .I --pl AA V a n w i. m O m �o Z a � a S• - r m co m Z n -13 ✓ 0 ✓ • 2 o a 4, n a rn Z Z co m 01 NOI1f1111S9f1S V SI 1N31Nf1D0O SIHI mcLsCCPEORa rant NI27Ar1 RAN (+XX F!) 4,41115 r - ,:f,f,.. — ma NOM - m n n. • nr fag •m .rw- rT. - -i 'i.ra m II, T eft 6• Ana ,ten. _ytlY DEDICATED TRCL SPACE SHARED AARTRCI. SPACE SHARED CoUHTY/rRCL SR6 E a '1N3114f1]O(1 SI1413O ON3 3H11tV N33S ORIGINAL. BACKUP ORIGINAL CAN BE THIS DOCUMENT IS A SUBSTITUTION TO raasccgEcwnwe+G PARKNGME±ZAIINE RAN (+)CCFT) f OEDICXEC TRa. SPACE SHARED MF? ASCL SPACE SHARED C CUt4T iirRCL SPACE a VIMITE eft „ Milli Nat G SEEN AT THE END OF THIS DOCUMENT. ORIGINAL. BACKUP ORIGINAL CAN BE THIS DOCUMENT IS A SUBSTITUTION TO GROUND R.00RPLIW (+00 FT) FUN/Milt ) I Fr ■ a DEINCASED TI SPACE SHARED AARrRCLSPACE SHARED • 1 1 6 1 1 ZAYRE w � M • rw• N. TFUSCCPE ER CROSS SIr1ONATSR 1ON CIARELO SO- Cr fil-�UMPM gg��_6r PLUM 11, i A F. • FoF leastrE D-o. • Erg 0 0 ® CD 0 ,u 1FLIO(3 t 9 - DEOICAUC TRCL SPACE sHARED AAP. TRCL.SPACE SHARED co1J r?1wc1 sp,K': imam IIIL.. «J1 '1N3 W fi)OQ 5IH13O QN3 3H1 ld N33S ORIGINAL. BACKUP ORIGINAL CAN BE THIS DOCUMENT IS A SUBSTITUTION TO CFaSS SECTION NCTFIT SW1ON TII MARTR:114.4 TEE LLRATloLi auks P►Po(NEaANIE Fitm 1 DEDICATED iTiCL SPACE S}V4RED PPPTRCL SPACE SIEA ED COUNTY TRCL $FACE J CD 0 0 0 0 CD 0 EIMMimelime WOO 4 tQ lR:K2 lPp6C1 ,4 «oannu4vas THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "B" Chapman Partnership Letter of Acknowledgment THIS DOCUMENT 1S A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami, June 11 m 2015 Mr. Pieter Bockweg, Executive Director Omni Community Redevelopment Agency 1401 N. Miami Avenue, Upstairs Miami, FL 33136 C di 1� ' rtership- Empowerinq the Honloss Re: Community Benefits Support for Chapman Partnership Downtown Homeless Assistance Center - Omni Community Redevelopment Agency ("CRA") Reimbursement Grant for Tri-Rail Downtown Miami Link Platform Improvements Dear Mr. Bockweg, On behalf of the Chapman Partnership ("Chapman"), I write to express our support of South Florida Regional Transportation Authority's ("SFRTA") request for financial support from the Omni CRA. Presently, Chapman operates two Homeless Assistance Centers with 800 total beds located in Miami and Homestead , one of which is located at 1 550 N. Miami Avenue, Miami , FL ("North Center"), which collectively serve approximately 5,000 men, women and families with children annually. Chapman helps the homeless by providing comprehensive support program that includes emergency housing; meals; health, dental, and psychiatric care; day care; job training and placement and assistance with securing stable housing during an average length of stay from 60 to 120 days for individuals and families with children, respectively. At the direction of the Omni CRA, SFRTA and Chapman have been in discussions in recent weeks to ensure that Chapman residents are directly benefited from the CRA's proposed investment in the Tri-Rail Downtown Miami Link platform improvements (the "Improvements"). Among the greatest challenges faced by individuals and families residing at the North Center is access to affordable and reliable public transportation that will allow them to pursue job, job -readiness, and educational opportunities. As a result of our discussions, SFRTA has committed to provide free monthly fare cards to individuals residing at North Center. In exchange for SFRTA's commitment, Chapman has agreed to assume the responsibility of notifying SFRTA on a monthly basis of the total number of individuals residing at the North Center requiring monthly access to fare cards to access employment, job training, and educational opportunities located near the Tri-Rail corridor ("Authorized Rider"). Similarly, Chapman has further agreed to timely advice SFRTA of the termination of an Authorized Rider's eligibility status. We believe these concessions on Chapman's part are well worth the advantages that will ensure to the benefit of the individuals and families we serve. In closing, we hope that you and your colleagues will favorably consider SFRTA's request for financial support to advance the Improvements and look forward to working with SFRTA to address the transit and mobility challenges faced by the homeless individuals and families we serve. 1550 North Miami a 305.329.3000 305.329.3051 28205 SV1' . -. „ ,3033 www.chanmannartnerahip.orq THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF ThIIS DOCUMENT. C83p11RaM `'do tnspgr..iw0 FMO«ul.s. Respectfully, tea isa M. Magrino Chief Operating Officer Cc: The Honorable Marc Sarnoff, Chairman The Honorable Wifredo "Willy" Gort, Board Member The Honorable Frank Carolio, Board Member The Honorable Francis Suarez, Board Member The Honorable Kean Hardemon, Board Member 1550 North Maami Avenue Mram' FL 331`+5 28 05 SW 124 Cour Homestead FL 33J33 4R , .9;4 r! �.; r:rl1rtrn THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "C" Tri-Rail Downtown Miami Link Funding Sources #4307526 vI fora typ cal municipal financial instrument at a rate of 3% to 4%. i • FDOT Discretionary Fund Contribution of $3 million In 2018 contingent upon confirmation from FDOT Secretary. • Possible additional contribution sources: (I) SEOPW DRI Transportation Fees; (il) Omni CRA; and (ill) SEOPW CRA. DRAFT FOR DISCUSSION ONLY Coritrlbutton by Entity Cash Flow Model Contribution by Year ($) Entity 2016 2017 2018 2019 2020 - 2030 Total % City of Miami SEOPW CRA 0 0 17,528,049 0 0 $17,528,049 25% Omni CRA 1,875,000 1,875,000 0 0 0 $3,750,000 5% City of Miami 3,000,000 2,500,000 1,500,000 167,000 0 $7,167,000 10% Miami Downtown Development Authority 650,000 300,000 317,000 0 $1,267,000 2% DRI 172,850 256,605 750,575 0 0 $1,180,030 2% Miami Dade County Miami -Dade County 13,900,000 0 0 0 0 $13,900,000 20% State of Florida FDOT Discretionary Fund Contribution 0 3,107,921 0 0 _ 0 $3,107,921 4% South Florida Regions! Transportation Authority 3,100,000 750,000 750,000 0 0 $4,600,000 7% Florida Department ofTransportaiton 0 17,190,000 0 0 0 $17,190,003 24% 1 522,697,850 525,979,526 520,845,624 $167,000 $0 $69,690.000 99% Needed Funding to be discussed wfth city of Miami, SEOPW CRA and other entities* •Tfrls balance In funding would be paid by 2018 and financed by either the City of Miami or SEOPW CRA through one of two methods Bond Issuance I 1 m O m in z c� z o c m co Z '2 a � � O u+ z c CA CO z -1 Q ' c E z Z W 71 SUBSTITUTED SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT (the "Agreement") is made as of the day of 2015, by and between THE SOUTH FLORIDA REGIONAL TRAN ' ORATION AUTHORITY, a body politic and corporate and agency of the STATE OF FLORIDA - e "SFRTA"), and the OMNI REDEVELOMENT DISTRICT COMMUNITY REDEVELOPMENT . ' CY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the ' RA"). RECITALS: WHEREAS, the CRA was formed for the purpose of removing Redevelopment Area (the "Redevelopment Area") and to promote redev the Redevelopment Area; and and blight in the Omni pment and employment within WHEREAS, notwithstanding the Redevelopment Area' regional location and proximity to important centers of activity, major transportation systems, . significant centers of employment, the Redevelopment Area has seen limited commercial and resid . ial development since the inception of the CRA in 1987; and WHEREAS, the Ornni CRA Redevelopm Plan recognizes that targeted investments in transportation service enhancements can diminish ers to investment within the Redevelopment Area; and WHEREAS, SFRTA operates a re' anal, commuter rail system, commonly referred to as Tri- Rail, which, provides affordable access employment centers across Miami -Dade, Broward and Palm Beach Counties; and WHEREAS, the CRA, w .'es to provide financial assistance to SFRTA to help facilitate the design and construction of c • n rail improvements within the Redevelopment Area and additional platform improvements at th- .roposed Miami Central Station, located outside the Redevelopment Area, in order to accommodate P Tri-Rail commuter rail service via the Florida East Coast Railway (the "FECR") corridor to .wntown Miami improving regional access to and mobility within the Redevelopment Area ' . enticed as the "Tri-Rail Downtown Miami Link"); and WHEit is estimated that the design and construction of the required Tri-Rail station and rail improvem= s will cost an estimated $70.44 million and consist of approximately $21 million for eight (8) mil - of rail line improvements to the FECR corridor and Fifty Million Four Hundred Thousand and no/D. . ($50,400,000.00) million (the "Estimated Cost") in station improvements to construct: (i) a 62,01 + q. ft. elevated platform and trackage; (ii) a mezzanine level consisting of columns and related struc es which support the associated Tri-Rail platform and trackage; and (iii) related Miami Central St .n elements including, but not limited to, portions of elevators, escalators, support spaces and storage as, all as more particularly described in Exhibit "A" (hereinafter the station improvements identified in ) through (iii) shall be referred to as the "Improvements"); and SUBSTITUTED WHEREAS, collectively, All Aboard Florida ("AAF") and FECR have agreed t the land required to accommodate the Improvements, (ii) a reduced access fee for SF FECR corridor, (iii) the financial carrying costs for the Improvements through constru platform, and (iv) a pro -rated cost sharing for those Miami Central Station infras that will be shared with SFRTA; and WHEREAS, SFRTA has requested grant support to help underwrit improvements and is seeking regional funding for the Improvements; and contribute (i) A's use of the on of the Tri-Rail ture improvements e cost of the rail corridor WHEREAS, the CRA wishes to provide such funding assis . for the Improvements to SFRTA for the timely completion of the Improvements given the regio . transportation benefits associated therewith, the catalytic impact the Improvements will hav on future development within the Redevelopment Area and the transformative nature of the Mi Central Station (the "Project"), subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the hereinafter set forth and other good and valuable co hereby acknowledged, the SFRTA and CRA agree a going and of the covenants and agreements eration, the receipt and sufficiency of which are ollows: 1. RECITALS. The Recitals to Agreement are true and correct, incorporated herein by reference and made part hereof. 2. RESPONSIBILITIES 0 , FRTA. 2.1 Permits an ' pprovals. SFRTA intends to procure the design and construction of the Improvements as a sole so by entering into a contract with AAF, the owner of the property on which the Improvements will be + ated and the entity that will be designing, permitting and constructing the Project, of which the Imprements are a part. AAF, on behalf of SFRTA, shall obtain all necessary permits and approvals; and , all coordinate the review of design and construction documents with the applicable permitting agens. AAF, subject to SERTA's approval, shall make all necessary adjustments as required for approval - dlor permitting by the applicable agencies. 2.2 construction, as a owners and area Public Information and Involvement. Immediately prior to and during ate, AAF will, on SFRTA's behalf, provide information to adjacent property ;dents about the scope of the proposed Improvements. 2.3 Publicity. SFRTA agrees that it shall ensure that all its publicity, public relations, ertisements and signs recognize and reference the CRA for its funding support of the Improve, + ts. Such acknowledgment shall include, but is not limited to, all posted signs, pamphlets, wall p ues, cornerstones, dedications, notices, flyers, brochures, news releases, media packages, pro + ons, and stationary. The use of the official CRA logo is required for the publicity purposes stated her + . SFRTA, or its agents, shall submit samples or mock-ups of such publicity or materials to the for review and approval, which approval shall not be unreasonably withheld, prior to any stribution. SFRTA shall ensure that all media representatives, when inquiring about the Improvements, are informed that CRA has contributed the Funds (as defined herein), which represent a portion of the total funding for the Improvements. SUBSTITUTED 2.4 Accounting. SFRTA shall at all times maintain a separate accounting of the Funds so those costs and the use of the Funds may be independently verified and au CRA at the CRA's request. SFRTA agrees to permit such auditors to inspect the books accounts of the Improvements for three (3) years after completion of the Improvements. shall be made available to the CRA for inspection within thirty (30) business days u written request from the CRA. e use d by the ords and ese records n receipt of a 2.5 Contracting for Improvements. The CRA agr- - that the selection, contracting, retention and discharge of AAF for the design and construction of Improvements shall be the sole responsibility of SFRTA. 2.6 Claims and Change Orders. claims or change orders that may arise, The CRA s • . ear no responsibility for any 2.7 Disadvantaged Business Enterprise. SF A shall require AAF to comply with its disadvantaged business enterprise ("DBE") requirements. 2.8 Construction Administration responsibilities of the owner under the design and co construction administration and inspections. SFRTA Construction Engineering Inspection consultant. Th inspector to participate in the routine daily inspe CRA's designated representative shall jointly immediately precedes substantial completion. the Improvements have been constructed p orders approved by SFRTA, or its agent(s) Inspection. SFRTA shall exercise all on contract for the Improvements, including delegate this function to an authorized agent or RA, at its sole cost and expense, may assign an ons. SFRTA's designated representative and the rform the inspection of the Improvements which TA, or its agent(s), shall certify upon completion that uant to the design plans, specifications and any change an Presently, S ' A estimates that final acceptance of the Improvements will occur on or before December 31, 2016, bu .lot later than June 30, 2017 (the "Construction Completion Date"), and that Tri-Rail revenue service . the Miami Central Station will commence on or before March 31, 2017, but not later than Decernb- 1, 2017 (the "Service Commencement Date"). 2.9 acceptance of the Improv demands, liabilities Improvements. Ma' enance. SFRTA shall be solely responsible for maintenance upon final ents. As such, SFRTA, and not the CRA, shall be responsible for all claims, suits arising from allegations or suits in tort as to the condition of the 3. SPONSIBILITIES OF CRA: 3.1 Funding Amount, Reimbursement of Project Costs. The CRA agrees to provide S " A with funds in an amount not to exceed Three Million Seven Hundred Fifty Thousand and No • ollars (S3,750,000.00) for eligible costs, as outlined herein, incurred for the design and con ion of the Improvements (the "Funds"). The CRA shall disburse the Funds to SFRTA in the m. r set forth in Section 5. The CRA shall incur no liability for any costs in excess of the Funds unless the - has been a duly authorized increase approved by the Board of Commissioners of the CRA. In the ent the actual costs of the Improvements are less than the Estimated Cost, all remaining funds shall ain with the CRA and the CRA shall have no further responsibility regarding any other reimbursement of project costs. SUBSTITUTED 3.2 CRA Payments of Improvement Costs. The Funds shall be pro ed as specified below: Funding Amount Funding Source County Fiscal Y of Commitment $1,875,000.00 Orsini TIF 2015-20 $1,875,00000 Omni TIT 2016- 17 In the event SFRTA, through its agent AAF, fails to co defined hereinafter in Section 8 below) of the Improvements on or b execution of this Agreement, then the Funds otherwise payable to S (10%) for every one (1) year period, or portion thereof, durin physical construction. Should SFRTA fail to initiate physical before the second (2°d) anniversary date of the execution obligation pursuant to this Section shall be null and void. all construction and obtain all Certificates of Occupancy re Agreement, then the CRA's payment obligation pursuan 3.3 Improvement Cost Adju Funds is based on the Estimated Cost. The P costs may be required in the future and that, at to revise the amount of the Funds. Amendm may be executed by the SFRTA Executive approval by the SFRTA Board and the B commitments shall be subject to the ap 4. ELIGIBLE COST directly related to the design the Funds, provided adequat approved invoices, verifie Financing and legal cost pursuant to this Agre- iu : , t. ce physical construction (as re the first (1') anniversary of A shall be reduced by ten percent hich SFRTA has not commenced truction of the Improvements on or of s Agreement, then the CRA's payment ditionally, should SFRTA fail to complete g the Improvements as referenced in this this Section shall be null and void. ents and Other Amendments. The amount of the recognize that adjustments to the above -referenced option of the Parties, amendments may be entered into s that do not increase or decrease the amount of the Funds rector and the CRA Executive Director without the need for rd of Commissioners of the CRA. Otherwise, further funding vats of the Parties' respective governing boards. The Parties agree that only expenses incurred by SFRTA that are onstruction of the Improvements are eligible for reimbursement from ocumentation accompanies the reimbursement request in the form of ayment requests, documented journal entries, and/or check vouchers, hall specifically not be eligible for reimbursement from Funds provided 5. SC DULE AND MANNER OF REIMBURSEMENTS. Upon execution of the Agreement, SFR ' , shall furnish the CRA with a copy of the estimated budget for the Improvements, and, thereafter, • . 1 similarly furnish the CRA with any and all revisions thereto. Upon execution of this Agreement, ' TA shall also furnish to CRA a schedule of values identifying quarterly design and constructio milestones and the anticipated construction expenditures payout schedule for such mileston- for the Improvements. Quarterly disbursement of Funds by the CRA shall be based upon invoic- provided by SFRTA accompanied by copies of paid contractor invoices (the "Reimbursement Re ,t"). Each Reimbursement Request shall also include a copy of all payments made to contracted during the reimbursement period. Reimbursement Requests shall commence on or after October 1, 2015. For the 2015- 2016 fiscal year ending on September 30, 2016, quarterly disbursements by the CRA of the Funds shall not exceed One Million Five Hundred Thousand and No Dollars ($1,875,000.00). For the 2016-2017 fiscal year, which fiscal year shall commence on October 1, 2016, and end on September 30, 2017, SUBSTITUTED quarterly disbursements by the CRA. of the Funds shall not exceed One Million Five Hun' + Thousand and No Dollars ($1,875,000.00). Any Funds not disbursed during the above fiscal years 1 be carried forward by the CRA for reimbursement in future fiscal years consistent with the terms se orth in Section 3.2 hereinabove. 6. COMMUNITY BENEFITS. SFRTA shall commit to the followin ommunity benefits: 6.1 Job Fairs. SFRTA, in conjunction with the CRA, s+ conduct two (2) job fairs to promote employment opportunities during the construction of the Improv= ents; not less than one (1) job fair shall be conducted within one (1) month preceding the commence t• . t of vertical construction on the Improvements. The second job fair may be conducted within six • months of the start of vertical construction of the Improvements. SFRTA, in conjunction with the shall conduct one (1) job fair no later than thirty (30) days prior to the commencement of revenue , . erations of the Tri-Rail commuter service at the Miami Central Station. 6.2 Agency Recognition. SFRTA shall stall one (1) memorial plaque on a Tri- Rail passenger rail car actively servicing the Miami Cent . Station and one (1) memorial plaque at a conspicuous place in the Miami Central Station. Such plaes shall acknowledge the CRA's contribution to the establishment of the Downtown Miami Link serri• and specifically include the name(s) of each of the CRA Board members and the CRA Executive Dire • .r as part of the acknowledgment. 6.3 Discounted Fares. SFR ' shall provide the indicated discounted fares to the following organizationslindividuals: i. Florida Film .V. Center. The CRA will certify existing and prospective workers who will be employed at film . ' ' elevision events occurring at the Florida Film & T.V. Center located within the CRA (the "Center") provide a list of the same to SFRTA on a monthly basis (or on a timeframe mutually agreeable to b• parties). SFRTA will provide such workers with a discount of fifty percent (50%) on standard T :il fares. The CRA will provide monthly notification (or within a timeframe mutually agreeable to th parties) of the termination of such workers' employment at events occurring at the Center to allow +r termination of the applicable discounted fare cards. ii. e Chapman Partnershi.. SFRTA shall work with the Chapman Partnership's North Cen , located at 1515 N. Miami Avenue, Miami, FL (the "North Center"), to develop an outreach . ' support plan to provide free monthly fare cards to individuals resident at the North Center. In such plan, the Chapman Partnership, not less than five (5) days prior to the commencement of • .ch month following the effective date of this Agreement, shall notify SFRTA of the total number of ' .'viduals resident at the North Center requiring monthly ridership fare cards to access employment, e ' cational opportunities, and job -readiness training near the Tri-Rail service corridor (the "Authorized dens"). The Chapman Partnership shall be responsible for certifying the start and terminatio i .f an Authorized Rider. The Chapman Partnership shall notify SFRTA of the termination of an Auth ed Riders residence at North Center not less than five (5) days prior to the commencement of each th so as to facilitate the timely termination of the Authorized Rider's monthly fare card_ The Cxecutive Director shall be copied on all communications between SFRTA and the Chapman P .. ership regarding the provisions of this Agreement. A letter of acknowledgment from the Chapman ership is attached hereto as Exhibit "B". 6.4 Minimum Service Levels. SFRTA shall operate not less than twenty-six (26) daily trains to the Miami Central Station with a cumulative passenger capacity of not less 9,750 seats per day (the "Minimum Service Level"). SFRTA shall maintain such Minimum Service Levels unless SUBSTITUTED modified by SFRTA following review and the approval of the CRA. The CRA shall a 'rove reductions to the Minimum Service Level when presented with information by SFRTA evid- cing: (i) reduced ridership demand for the Tri-Rail Downtown Miami Link; or (ii) reductions in .. ting support from public funding sources which require service reductions. 6.5 Term of Community Benefits. SFRTA shall provi• the community benefits set forth in Sections 6.2, 6.3, and 6.4 hereinabove through the life of the C • , including any potential extensions, but in no event beyond March 31, 2042. 7. COMPLIANCE WITH LAWS. The Parties shall co + y with applicable federal, state, and local laws, codes, ordinances, rules and regulations in . = orming their respective duties, responsibilities, and obligations pursuant to this Agreement and w' •' all applicable laws relating to the Improvements. The Parties shall not unlawfully discriminate in t . performance of their respective duties under this Agreement. 8. APPROVALS. Unless waived by action of effective upon approval by the Board of Commissioners In the event the Agreement is not approved, the Agree effect. The Parties also agree that this Agreement s agreements for the Improvements including: (i) the s the Improvements; (ii) the loan agreement betwe SFRTA for a loan for the cost of some of the FDOT and SFRTA for the Improvements and separate agreement with FECR (if necessary funding with other funding partners and SF contributions to the cost of such Improve Miami -Dade County Metropolitan P1 than Three Million and No Doll construction of the Improvements fr of anticipated funding sources and to initiate physical construction the preparation of construction years of the date of the execu in the event that any of th Agreement shall be null e CRA, this Agreement shall only become the CRA and the SFRTA Governing Board. shall be null and void and be of no force or be conditioned upon approval of all applicable e source agreement between AAF and SFRTA for an AAF affiliate or other third -party lender and rovements; (iii) the agreement between AAF, FECR, erations and maintenance on the FECR corridor; (iv) a or the rail infrastructure improvements; and (v) all other A for the Improvements, less the amount of any SFRTA ents. This Agreement shall be further conditioned upon the .11 • g Organization's ("MPO's") authorization of the use of not less 3 ISO 000.00 for eligible costs related to the design and such funding sources as may be authorized by the MPO. A listing. ounts is attached hereto as Exhibit "C". In the event SFRTA fails the Improvements (the term "physical construction" does not include currents or permitting of the same for the Improvements) within two (2) n of this Agreement, this Agreement shall be null and void. Additionally, conditions and approvals specified in this Section are complied with, this void. 9. IND 1 IFICATION. To the extent authorized by Florida law and all limitations thereunder, SFRTA ereby agrees to indemnify, defend, save and hold harmless the CRA, its officers, agents, and emplo - s from any and all claims, demands, liabilities and suits of any nature whatsoever arising out of, b ause of or due to the negligence of SFRTA, its officers, agents or employees. It is specifically un tood and agreed that this indemnification clause does not cover or indemnify the CRA for its sole n= . igence. To the extent authorized by Florida law and subject to all limitations included in Section 768.28 lorida Statutes, the CRA hereby agrees to indemnify, defend, save and hold harmless the SFR to the extent of all the limitations included in Section 768.28, Florida Statutes, from all claims, d ds, liabilities and suits of any nature whatsoever arising out of, because of or due to the negligence o a e CRA, its officers, agents or employees. It is specifically understood and agreed that this demnification clause does not cover or indemnify the SFRTA for its sole negligence. SUBSTITUTED In the event of breach or non-performance by the persons selected by SFRTA to the design and construction of the Improvements, SFRTA shall, upon written request by the CRA, sign to the CRA any and all rights under the affected contract for purposes of the CRA's prose ion of claims, actions or causes of action resulting from such breach or non-performance unless SF c A, at its option, pursues such claims, actions or causes of action through arbitration, administrative p ceeding or lawsuit. SFRTA agrees to cooperate fully with the CRA in the prosecution of any such c ' ' or action. Any damages recovered by the CRA in the prosecution of any such claim or action whiis attributable to any expenditure by SFRTA shall be returned to SFRTA by the CRA within sixty (60 .usiness days of receipt of such payment for damages recovered. 10. DEFAULT. If through any cause within the reasonable control fail to fulfill in a timely and proper manner, or otherwise violate any of the stipulations which are material to this Agreement, the CRA may thereupon of such default and specify what actions must be taken to cure sai hereunder. SFRTA hall have sixty (60) days to cure said default or su the CRA. In the event that SFRTA shall not have cured said defau such deadline, then this Agreement may be terminated by the CRA Upon such termination, the CRA shall not be responsible for r and all remaining funds shall remain in the possession and con SFRTA, SFRTA shall venants, agreements, or e written notice to SFRTA efault to avoid termination additional period authorized by o the satisfaction of the CRA by n notice of termination to SFRTA. ment of any outstanding invoices of the CRA. If through any cause within the reasonabl ontrol of the CRA, the CRA shall fail to fulfill in a timely and proper manner, or otherwise .late any of the covenants, agreements, or stipulations which are material to this Agreement, SFR may thereupon give written notice to the CRA of such default and specify what actions must be .i en to cure said default and avoid termination hereunder. The CRA shall have sixty (60) days to c - or additional period authorized by SFRTA. In the event that the CRA shall not have cured said I ault by such deadline, then this Agreement may be terminated by SFRTA upon notice of terminate. o CRA. In the event either party te• inates this Agreement for cause, the terminating party shall have all remedies available to it under S e law against the party being terminated and the party being terminated shall have available all righ vailable under State law to defend itself if the terminating party seeks to have any remedies opposed . it. 11. DISPUTE RESO " ION, APPLICABLE LAW. The Parties shall resolve any disputes, controversies or claims betw,, them arising out of this Agreement in accordance with the "Florida Governmental Conflict Res• - ion Act", Chapter 164, Florida Statutes, as amended. This Agreement shall be governed by the la- of the State of Florida. Venue in any proceedings shall be in Miami -Dade, Florida. Each Party will its own attorney's fees. 12. EN AGREEMENT, AMENDMENTS. This document incorporates and includes all prior negotiations orrespondence, conversations, agreements and understandings applicable to the matters containherein and the Parties agree that there are no commitments, agreements, or understanding oncerning the subject matter of this agreement that are not contained in this document. Accordingly a e Parties agree that no deviation from the terms thereof shall be predicated upon any prior representa ' ..n or agreements, whether oral or written. It is further agreed that no modification, amend i or alteration in the terms contained herein shall be effective unless set forth in writing in accore ce with this section. No modification, amendment or alteration in the terms or conditions cont- .led herein shall be effective unless contained in a written document prepared with the same or sar formality as this Agreement and executed by the Parties. Unless specified otherwise in this ent, the Executive Director of the CRA shall have full authority to amend, modify, or alter any SUBSTITUTED agreement addressing non -substantial changes without the need to have a public hearing be . re the Board of Commissioners of the CRA. 13. SEVERANCE. In the event a portion of this Agreement is found to of competent jurisdiction, the remaining provisions shall continue to be effective CRA elect to tenminate this Agreement. An election to terminate this Agr provision shall be made within seven (7) business days after the finding by the c 14. ASSIGNMENT OF REIMBURSEMENT AGREEMENT deliver to an AAF affiliate or third -party lender such assignment of any and such Funds due to SFRTA under this Agreement as SFRTA may Agreement remains in force and effect and upon written concurren unreasonably withheld, conditioned or delayed. invalid by a court less the SFRTA or ent based upon this becomes final. SFRTA may execute and all rights in favor of SFRTA time -to -time request while this of the CRA which shall not be 15. NOTICES. Any and all notices required to be ven under this Agreement shall be sent via first class mail, addressed as follows: To the CRA: With a copy to: To the SFR ith a copy to: Omni Redevelopment iistrict Community Redevelopment Agency Attention: Pieter A ockweg, Executive Director 1401 N. Miami A nue, 2`d Floor Mianv, FL 331 (305) 679-686 City o iami City Attorney's Office Atte. on: Barnaby L. Min, Esq., Deputy General Counscl 4 y W 2 Avenue, Suite 945 ami, FL 33137 South Florida Regional Transportation Authority Attention: Jack Stephens, Executive Director 800 N.W. 33'd Street Pompano Beach, FL 33064 (954) 942-7245 South Florida Regional Transportation Authority Attention: Teresa J. Moore, Esq., General Counsel 800 N.W. 33nd Street Pompano Beach, FL 33064 [SIGNATURE PAGES TO FOLLOW] SUBSTITUTED IN WITNESS WHEREOF, the Parties hereto set their hands and official seals the day an ear first above written: ATTEST: TODD B. HANNON CITY CLERK OMNI CRA OMNI REDEVELOPMENT DIS REDEVELOPMENT AGENCY, body corporate created pursuan 163.356, Fla. Statutes BY: BY: COMMUNITY ublic agency and Section Clerk of the Board Pieter A . ockweg, Executive Director Approved as to form and legal sufficiency Victoria Mendez General Counsel ATTEST: SUBSTITUTED SOUTB FLORIDA REGIONAL TRANSPORTATION AUTHO SOUTH FLORIDA REGION SPORTATION AUTHORITY, an agency of i State of Florida BY: BY: Clerk Jack L. Step - s, Executive Director Approved by General Counsel as to legal form and sufficiency: Teresa J. Moore, Esq. General Counsel SUBSTITUTED Exhibit "A" Description of the Improvements Walton. A ALL ABOARD FLORIDA T RAIL' OCTOBER 3, 2014 a3lniilsens 6 GROUND Lei G n r ompl n a 31f11I1se n s PI-14SE1 DEALCIPMENT PLANNM FANS MEZZANINE I-B/EL 03111111S9f1S PM+6E1 o6/QOPMENTPL Ni1M3 MEi2ANINE LEVEL f J L LIM 1.192 Y !!I I:Ili;11 . 11111;i11i11 r Si X,W9TC, MIST tl la a31f11I1SEIns PHAEE i oB+ o nett PiNINING PLAFORIYI LEVB- c c m 0 MON PLANNING GROUND EBEL SOUTH OCNCOURM -AAND 6 BLOOIS 03111111SEIns can c w cr) c —1 rn 0 a3iniiisans stencra PLAFfirsC PIJIII=ORM LEVEL SOUTH CCISIOCUFSE - AAND B 81.0043 G 4 A11 .1 ti ilk \ \fs A i cc.igl 114 A 17 [ 7 4 IA t,11-711 en 01— •72 411-47 —11:41 4:1— el g ; —4 11— r...2!".41,43 3 • . n • 40- PLATFORM E 21 16 WRFC. 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IT 1 it —�• (k ngVIRutyNID 031f11I1Se f1S SUBSTITUTED Exhibit "13" Chapman Partnership Letter of Aeinowledgment Miami, June 11 th 2015 SUBSTITUTED CT�' T iii partne hip - Empowering the omelets Mr. Pieter Bockweg, Executive Director Omni Community Redevelopment Agency 1401 N. Miami Avenue, Upstairs Miami, FL 33136 Re: Community Benefits Support for Chapman Partnership wntown Homeless Assistance Center - Omni Community Redevelopment Agency ("CRA") eimbursement Grant for Tri-Rail Downtown Miami Link Platform Improvements Dear Mr. Bockweg, On behalf of the Chapman Partnership ("Chapm. • , I write to express our support of South Florida Regional Transportation Authority's ("S . TA") request for financial support from the Omni GR_A, Presently, Chapman operates two . meless Assistance Centers with 800 total beds located in Miami and Homestead , one of w ch is located at 1 550 N. Miami Avenue, Miami , FL ("North Center"), which collectively s ,e approximately 5,000 men, women and families with children annually. Chapman hel ► . the homeless by providing comprehensive support program that includes emergency hous g; meals; health, dental, and psychiatric care; day care; job training and placement and assis y ce with securing stable housing during an average length of stay from 60 to 120 days for ind' duals and families with children, respectively. At the direction of the Omni weeks to ensure that Cha investment in the Tri "Improvements"). Amon the North Center is acc pursue job, job-readi has committed to SFRTA and Chapman have been in discussions in recent an residents are directly benefited from the CRA's proposed '1 Downtown Miami Link platform improvements (the :he greatest challenges faced by individuals and families residing at s to affordable and reliable public transportation that will allow them to ss, and educational opportunities. As a result of our discussions, SFRTA de free monthly fare cards to individuals residing at North Center. In exchange f! SFRTA's commitment, Chapman has agreed to assume the responsibility of notifying SF A on a monthly basis of the total number of individuals residing at the North Center r-• ng monthly access to fare cards to access employment, job training, and educatio • opportunities located near the Tri-Rail corridor ("Authorized Rider"). Similarly, Chap • has further agreed to timely advice SFRTA of the termination of an Authorized Rider's eligi;• ity status. We believe these concessions on Chapman's part are well worth the advantages th 11 ensure to the benefit of the individuals and families we serve. closing, we hope that you and your colleagues will favorably consider SFRTA's request for financial support to advance the Improvements and look forward to working with SFRTA to address the transit and mobility challenges faced by the homeless individuals and families we serve. 1550 Nortti Miami Avenue. Miami, FL 33136 305.329.3000 305.329.3051 28205 SW 124 Court, Homestead, FL 33033 .chavmanriartnership,or SUBSTITUTED Cir ar nership- a.�a++o aw Hew.+..s Respectfully, L� C. isa M. Magrino Chief Operating Officer (� Cc: The Honorable Marc Sarn©ff, Chairman The Honorable Wifredo "Willy" Gorr, Board Member The Honorable Frank Carollo, Board Member The Honorable Francis Suarez, Board Member The Honorable Keon Hardemon, Board Member 1550 North Miam+ Avenue Warn FL 33 t36 28205 SW 124 Caurl Homestead. FL 33033 3361 3:.,, 1151 (hn ..;anrsartnPrstsirs r Exhibit "C" Tri-Rail Downtown Miami Link Funding Sources #4307526 vI SUBSTITUTED Contribution by Entity Cash Flow Model I , Contribution by Year ($) Entity 2016 2017 2018 2019 2020-2030 Total % City of Miami EOPW CRA 0 0 17,528,049 0 0 $17,528,049 25% 0 ' CRA 1,875,000 1,875,000 0 0 0 $3,750,000 5% City of • i 3,000,000 2,500,000 1,500,000 167,000 0 $7,167,000 10% Miami Down. Development Authority 650,000 300,000 317,000 0 $1,267,000 2% DRI 172,850 256,605 750,575 0 0 $1,180,030 2% Miami Dade County Miami -Dade County 13,900,000 0 0 0 0 $13,900,000 20% State of Florida FDOT Discretionary Fund Contribution 0 3,107,921 0 0 0 $3,107,921 4% South Florida Regional Transportation Authority 3,108,'.0 750,000 750,000= 0 0 $4,600,000 7% Florida Department of Transportalton 0 90,000 0. 0 0 $17,190,000 24% $22,697,850 525,97• 6 $20,845,624 $167,000 $0 $69,690.000 99% Total Project Cost' Needed Funding to be discussed with City of Miami, SEOPW CRA and other entities.* j t t $ 750,000 ' 1% 1 1 , i 1 ' s balame in landing would bepaid by 2018 and financed by either the City of Miami or .,or a typical municipal financial instrument at a rate of 3% to 4%. I-- P i 1 * MOT Discretionary Fund Contribution of $3 million in 2018 contingent upon confirmation from FDOT Secretary. " Possible additional contribution sources: (i) SEOPW DRI Transportation Fees; (ii) Omni CRA; and (iii) SEOPW CRA. ough one of two methods Bon ssuance DRAFT FOR DISCUSSION ONLY 03111111SEIns