HomeMy WebLinkAboutCRA-R-16-0027 BackupFIRST AMENDMENT
TO THE
SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY
REIMBURSEMENT AGREEMENT
THIS FIRST AMENDMENT TO THE REIMBURSEMENT AGREEMENT (the "First
Amendment") is made as of the day of , 2016, 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"). The CRA and the Owner" are hereinafter referred to as the
"Parties".
RECITAL
WHEREAS, the SFRTA and the CRA Dave; entered into the Reimbursement Agreement, dated
April 22, 2016 (the "Agreement") and attached hereto asxAttachrnen_ t "A," relating to funding for the Tri-
Rail Downtown Miami Link; and
WHEREAS, due to the Florida Department of Transportation's decision not to participate in the
Downtown Miami Link at this time, SFRTA has . agreed to assume the role of FDOT as originally
contemplated in the Agreement; and
WHEREAS, the -Parties agree to modify tb.e Agreement as tmore particularly described below
which shall supersede any conflictingern ts in the Agreement; and
- WHEREAS, ; the- P-a.rties-agree=that -all other -terms -set forth -in -the Agreement -and the exhibits
thereto, which are not superseded herein, shall remain in full force and effect and shall be adopted herein;
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 arid the CRA agree as follows:
1. RECITALS. The_ Recitals to this First Amendment are true and correct, incorporated
herein by reference and made a,lfereof.
follows:
2. AMENDMENT. Sections 5, 8 and 14 of the Agreement are hereby amended to read as
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 monthly design and construction milestones and the
anticipated construction expenditures payout schedule for such milestones for the
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Improvements. Quarterly dDisbursement of Funds by the CRA shall be based upon
invoices provided by SFRTA accompanied by copies of paid contractor invoices (the
"Reimbursement Request") and shall be paid by the CRA pursuant to the timeframes
contained within the Local Government Prompt Payment Act (Chapter 218, Part VII,
F.S.). Each Reimbursement Request shall also include a copy of all payments made to
contracted firms during the reimbursement period. Payment of Funds by the CRA upon
submittal of a Reimbursement Request by SFRTA shall not exceed the CRA's
proportionate share of the Estimated Cost.'
Reimbursement Requests shall commence on or after October 1, 2015. For the 2015-
2016 fiscal year ending on September 30, 2016, quarterlymonthly disbursements by the
CRA of the Funds shall not exceed One Million: Bight` Hundred Seventy -Five Thousand
and No Dollars ($1,875,000.00). For the 2016 201"7 fiscal year, which fiscal year shall
commence on October 1, 2016, and end on September 30, 2017, guar erlymonthly
disbursements by the CRA of the Funds shall not exeeed One Million Eight Hundred
Seventy -Five 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 te1ms set forth in Section 3.2 here nabove.
8. APPROVALS. Unless waived by action -a the CRA this Agreement shall only become
effective upon approval by the Board of. Commissioners of the CIA :and the SFRTA
Governing Board. Ind 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 Irr provements and``operations and maintenance on the
FECR corridor; (iv) a separate `agreement with FECI. (if necessary) for the rail
infrastructure improvements;_ and (v)" all. other funding with other funding partners and
SFRTA for the Improvements,, less the -grunt -of -any SFRTA contributions to the cost of
such Improvements.' This Agreement shall b,e further conditioned upon the Miami Dade
less than ThreeMillior and No Dollars ($3 000 000.00 for eligible costs related to the
authorized by the MPO. A listing 7g of anticipated funding sources and amounts is attached
heieto.as Revised Exhibit "C". In the event SFRTA fails to initiate physical construction
of the"Improvements=(the term "physical construction" does not include the preparation
of constrzction,doeunents 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.
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
from time to time request while the Agreement remains in force and effect. Concurrent
with its execution and delivery of such assignment, SFRTA shall provide written notice
of such assi • ent to the Executive Director of the CRA ("Assignment Notice"). Such
1 Underlined words are additions of the Agreement.
Struck through words are deletions of the Agreement.
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Assignment Notice shall indicate: (i) the name the assignee and the assignee's contact
information: (iil whether or not the assignee shall have any right of assigmment, in which
case assignee must comp_yl with this Section. and (iii) an v other terms or provisions
applicable thereto and mutually agreed upon as between SFRTA and the assi Zee.
Notwithstanding the foregoing, provided that the CRA is not in breach of its funding
obligations under this Agreement, such assignment by SFRTA shall not relieve or release
SFRTA of its duties and obli • ations to the CRA pursuant to this Agreement which shall
remain in full force and effect following any such assignment.
3. Conflict. To the extent of a conflict between the terms and provisions of this First
Amendment and the terms and provisions of the Agreement, the terms and provisions of this First
Amendment shall control.
4. Ratification. To the extent not modified in by s,,.First Amendment, the terms and
conditions of the Agreement are hereby ratified and affiiined.
5. Counterparts. This First Amendment may be executed in counterparts by the Parties
hereto and each shall be considered an original insofar as the Parties are concerned but together shall
comprise only one First Amendment.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the Parties hereto set their hands and official seals the day and year
first above written:
ATTEST:
BY:
Todd B. Hannon
Clerk of the Board
Approved as to form and legal sufficiency
Victoria Mendez
General Counsel
OMNI CRA
OMNI REDEVELOPMENT DISTRICT COMMUNITY
REDEVELOPMENT AGENCY, a public agency and
body corporate created pursuant to Section
163.356, Fla. Statutes
BY:
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Jason Walker, Executive Director
ATTEST:
BY:
SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY
Jack L. Stephens
Approved by General Counsel as to legal
form and sufficiency:
Teresa J. Moore, Esq.
General Counsel
SOUTH FLORIDA REGIONAL TRANSPORTATION
AUTHORITY, an agency of the State of Florida
BY:
CommissiOnet,Steven L. Abrams
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Revised Exhibit "C"
Tri-Rail Downtown Miami Link Funding Sources
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�ri-Rail Downtown Miami Link
Local Funding Partner Appropriations by Fiscal Year
Contribution by Year ($)
Entity
FY
2015-2016
FY
2016-2017
FY
2017-2018
FY
2018-2019
2020-2030
Total
City of Miami
SEOPW CRA
0
0
17,528,049
0
0
$17,528,049
24.8%
Omni CRA
1,875,000
1,875,000
0
0
0
$3,750,000
5.3%
City of Miami
3,000,000
2,500,000
1,417,000
0
$6,917,000
9.8%
Bayfront Park Trust
250,000
0
0
0
0
$250,000
0.4%
Miami Downtown Development
Authority
650,000
300,000
317,000
0
$1,267,000
1.8%
ti
DRI
172,850
256,605
750,575
0
0
$1,180,030
1.7%
Miami Dade
County
Miami -Dade County
13,900,000
0
0
0
0
$13,900,000
19.7%
State of Florida
South Florida Regional Transportation
Authority
3,100,000
21,047,921
1,771,719
0
0
$25,919,640
36.7%
$22,947,850
$25,979,526 $21,784,343 $0 $0 $70,711,719 100.0%
Total Project Cost!
1
$ -
Project Funding Gap
I
i
1
0.0%
Attachment "A"
Reimbursement Agreement dated April 22, 2016
#4976117 v2
SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY
REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (the "Agreement") is made as of the Z1-' day of
PULL-- , 2016,.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
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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. RESPONSIB.ILITIES 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.
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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 hnprovements. 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 and
construction 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.
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3.2 CRA Payments of Improvement Costs. The Funds shall be provided as
specified below:
Funding Amount
Funding 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 (1st) 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 (2nd) 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 Eight Hundred Seventy -Five 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,
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2017, quarterly disbursements by the CRA of the Funds shall not exceed One Million Eight Hundred
Seventy -Five 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 teims 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 (1) 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 Film & 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
timeframe 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 SFR.TA 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
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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
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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.
7
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 days 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. 33rd Street
Pompano Beach, FL 33064
(954) 942-7245
South Florida Regional Transportation Authority
Attention: Teresa J. Moore, Esq., General Counsel
800 N.W. 33rd Street
Pompano Beach, FL 33064
[SIGNATURE PAGES TO FOLLOW]
8
IN WITNESS WHEREOF, the Parties hereto set their hands and official seals the day and year
first above written:
ATTEST:
TODD B. HANNON
CI'TY CLE
Clerk oBoard
Approved as to form and le al f ficiency
OMNI CRA
OMNI REDEVELOPMENT DISTRICT COMMUNITY
REDEVELOPMENT AGENCY, a public agency and
body corporate created pursuant to Section
163.356, Fla. Statutes
BY:
9
Pieter w Bockw ecutive Director
SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY
ATTEST:
Approved by General Counsel as to legal
form and sufficiency:
oore
ene'.1 ounsel
SOUTH FLORIDA REGIONAL TRANSPORTATION
AUTHORITY, an agency of the State of Florida
Commissioner Steven L. Abrams
10
Exhibit "A"
Description of the Improvements and Budget
11
EXHIBIT A
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Exhibit "B"
Chapman Partnership Letter of Acknowledgment
12
June 11, 2015
Mr. Pieter Bockweg, Executive Director
Omni Community Redevelopment Agency
1401 N. Miami Avenue, Upstairs
Miami, FL 33136
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 Chairman Gort:
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 1550 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
advise 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 Av nu. 14 anu FL 3312
28205 SW 124 Court l iomestead `L'33033
3nr,:artnprs;hin our
cu.. n ship-
rm.o.►..*w No�i,u
Respectfully,
ea"
isa M. Magrino
Chief Operating Officer
Cc: The Honorable Marc Sarnoff, Chairman
The Honorable Wifredo "Willy" Gort, Board Member
The Honorable Frank Carollo, Board Member
The Honorable Francis Suarez, Board Member
The Honorable Keon Hardemon, Board Member
i550 North :...':::.28205 SW.124 Court `Hutllesteaci FL 33033
3C) , }:) .iliOO iOf .�� l (ih E ^it, F)711 tf]C) ll'ttlt r�fltt� c r
Exhibit "C"
Tri-Rail Downtown Miami Link Funding Sources
13
Contribution by Entity
Cash Flow Model
Contribution by Year ($)
Entity
FY
2015-2016
FY
2016-2017
FY
2017-2018
FY
2018-2019
2020 - 2030
Total
%
City of Miami
SEOPW CRA
0
0
17,528,049
0
0
$17,528,049
24.8%
Omni CRA
1,875,000
1,875,000
0
0
0
$3,750,000
5.3%
City of Miami
3,000,000
2,500,000
1,417,000
0
$6,917,000
9.8%
Bayfront Park Trust
250,000
0
0
0
0
$250,000
0.4%
Miami Downtown Development
Authority
650,000
300,000
317,000
0
$1,267,000
1.8%
DRI
172,850
256,605
750,575
0
0
$1,180,030
1.7%
Miami Dade
County
Miami -Dade County
13,900,000
0
0
0
0
$13,900,000
19.7%
State of Florida
FDOT Discretionary Fund Contribution
0
3,107,921
0
0
0
$3,107,921
4.4%
South Florida Regional Transportation
Authority
3,100,000
750,000
1,771,719
0
0
$5,621,719
8.0%
Florida Department of Transportaiton
0
17,190,000
0
0
0
$17,190,000
24.3%
$22,947,850 $25,979,526 $21,784,343 $0 $0 $70,711,719 100.0%
Total Project Cost
Needed Funding to be discussed with
City of Miami, SEOPW CRA and other
entities.*
*This 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
or a typical municipal financial instrument at a rate of 3% to 4%.
* FDOT 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.