HomeMy WebLinkAboutCRA Pre-LegislationCity of Miami
Legislation
CRA Resolution
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 13-00988
Final Action Date:
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA"),
WITH ATTACHMENT(S), ACCEPTING THE RECOMMENDATION OF THE
COMMITTEE FORMED TO REVIEW THE PROPOSALS RECEIVED FOR THE
DEVELOPMENT OF BLOCKS 45 AND 56 ("BLOCKS"); APPROVING OVERTOWN
GATEWAY PARTNERS, LLC ("OVERTOWN GATEWAY") AS THE DEVELOPER
AND APPROVING THE VARIANCES PROPOSED BY OVERTOWN GATEWAY;
DIRECTING THE EXECUTIVE DIRECTOR TO ATTEMPT TO NEGOTIATE A
DEVELOPMENT AGREEMENT WITH OVERTOWN GATEWAY, AS THE HIGHEST
RANKED PROPOSER FOR THE DEVELOPMENT OF THE BLOCKS IF
OVERTOWN GATEWAY IS APPROVED BY MIAMI-DADE COUNTY; FURTHER
DIRECTING THAT, IN THE EVENT MIAMI-DADE COUNTY DOES NOT APPROVE
OVERTOWN GATEWAY AS THE DEVELOPER FOR THE BLOCKS, THE BOARD
OF COMMISSIONERS OF THE CRAAPPROVES ALL ABOARD FLORIDA-STATION,
LLC ("ALL ABOARD") AS THE DEVELOPER AND APPROVES THE VARIANCES
PROPOSED BY ALL ABOARD; THE EXECUTIVE DIRECTOR IS DIRECTED TO
ATTEMPT TO NEGOTIATE A DEVELOPMENT AGREEMENT WITH ALL ABOARD,
AS THE SECOND HIGHEST RANKED PROPOSER FOR THE DEVELOPMENT OF
THE BLOCKS IF OVERTOWN GATEWAY IS NOT APPROVED BY MIAMI-DADE
COUNTYAND ALL ABOARD IS APPROVED BY MIAMI-DADE COUNTY; AND
CLARIFYING THAT THIS RESOLUTION IS NOT INTENDED TO BE AN AWARD OF
DEVELOPMENT RIGHTS OR TO OTHERWISE CREATE ANY RIGHTS
WHATSOEVER IN ANY PROPOSER REFERENCED HEREIN.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is
responsible for carrying out community redevelopment activities and projects within its Redevelopment
Area in accordance with its approved 2009 Southeast Overtown/Park West Redevelopment Plan
("Plan"); and
WHEREAS, Section 2, Goal 3/Principles 2 and 3, at pages 12 and 14, of the Plan lists creating
infill housing, and developing a variety of housing options as stated redevelopment goals; and
WHEREAS, Section 2, Goal 3/Principle 4, at pages 12 and 14, of the Plan also include the
creation of jobs within the community as a stated redevelopment goal; and
WHEREAS, on June 17, 2013, the CRA issued Request for Proposals No. 13-002 ("RFP") for
the development of the Blocks 45 and 56 (the "Blocks"); and
WHEREAS, on July 22, 2013, three (3) proposals were received by the Clerk of the Board, and
forwarded to the CRA for consideration; and
WHEREAS, a committee consisting of Mr. Greg Gay (City Planner, City of Miami), Mr. Brian
City of Miami Page 1 of 3 File Id: 13-00988 (Version: 1) Printed On: 9/6/2013
File Number: 13-00988
Zeltsman (Director of Architecture and Development, CRA), and Ms. Patricia Braynon, (Director,
Housing Finance Authority of Miami -Dade County) was formed to evaluate the responses and make a
recommendation to the Board of Commissioners; and
WHEREAS, the Board of Commissioners has considered the proposals and the
recommendation of the committee; and
WHEREAS, in accordance with the Settlement Agreement between the City of Miami,
Miami -Dade County, and the CRA, dated May 9, 2013 (the "Settlement Agreement"), Miami -Dade
County must approve the developer selected by the CRA for the development of the Blocks and any
proposed variances from the terms of the Settlement Agreement (the "Overtown Gateway Variance");
and
WHEREAS, the Board' of Commissioners wishes to accept the recommendation of the
committee, and to direct the Executive Director to attempt to negotiate a development agreement with
Overtown Gateway Partners, LLC ("Overtown Gateway"), as the highest ranked proposer for the
development of the Blocks and wishes to approve the variances proposed by Overtown Gateway set
forth on Exhibit "A"; and
WHEREAS, in the event Miami -Dade County does not approve Overtown Gateway as the
developer for the Blocks, the Board of Commissioners wishes to approve All Aboard Florida NW 6th
Street, LLC ("All Aboard"), as the second highest ranked proposer for the development of the Blocks
and the Board of Commissioners wishes to approve the variances proposed by All Aboard set forth on
Exhibit "B" (the "All Aboard Variances"); and
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated herein as if fully set forth in this Section.
Section 2. The Board of Commissioners hereby accepts the recommendation of the
committee formed to review the proposals received for the development of Blocks 45 and 56 (the
"Blocks") and approves Overtown Gateway as the Developer and the Overtown Gateway Variance, set
forth on Exhibit "A", subject to Miami -Dade County approval and the Executive Director being able to
finalize an acceptable Development Agreement with Overtown Gateway.
Section 3. The Executive Director is hereby directed to attempt to negotiate a development
agreement with Overtown Gateway after approval of Overtown Gateway by Miami -Dade County.
Section 4. In the event Miami -Dade County does not approve Overtown Gateway, the
Board of Commissioners hereby approves All Aboard and the All Aboard Variances, set forth in Exhibit
"B," subject to Miami -Dade County approval and the Executive Director being able to finalize an
acceptable Development Agreement with All Aboard.
Section 5. In the event that Overtown Gateway is not approved by Miami -Dade County and
All Aboard is approved by Miami -Dade County , the Executive Director is directed to attempt to
negotiate a development agreement with All Aboard Florida, as the second highest ranked proposer
for the development of the Blocks.
City of Miami Page 2 of 3 File Id: 13-00988 (Version: 1) Printed On: 9/6/2013
File Number: 13-00988
Section 6. This Resolution shall not be deemed or construed to be an award of
development rights or to otherwise create any rights whatsoever in the proposers referenced herein,
any such rights only to be created upon the execution of a definitive Development Agreement with
such proposer after approval by Miami -Dade County.
Section 7. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
WILLIAM R. BLOOM, ESQ.
SPECIAL COUNSEL
City ofMiarni Page 3 of 3 File Id: 13-00988 (Version: 1) Printed On: 9/6/2013
EXHIBIT "A"
Overtown Gateway's Proposed Variance
Overtown Gateway ("Developer") proposes a variance to Section 7 of the Declaration of
Restrictions ("Declaration") to provide thirty-six (36) months following commencement of
vertical construction to substantially complete construction of Phase 1. Section 7 of the
Declaration currently provides for twenty-four (24) months for substantial completion.
The Developer has requested this variance due to the size and complexity of the project. The
Developer has advised that Building One is expected to reach substantial completion within
thirty (30) months. This assumes steady progress and no unforeseen delays. The Developer has
requested thirty-six (36) months to provide a mode buffer on the grounds that the current
deadline would negatively impact potential financing for the Project, and potential financiers
would be extremely concerned about the high likelihood of default and the ramifications.
Exhibit "B"
Proposed Variances
The Developer proposes the following variances to the Declaration:
1. Project Payments. In lieu of making the Project Payments as defined in the Declaration,
which requires payment over time, the Developer shall pay on the Closing Date, Five Million
Five Hundred Thousand and No/100 Dollars ($5,500,000.00) to be shared equally by the County
and the CRA.
2. Completion Date. Substantial completion of the Project is anticipated to occur
approximately nineteen (19) months in advance of the completion date permitted by the
Declaration. However, since the Retail Component and the Residential Component (collectively,
the "Project") are integrated, in lieu of substantially completing construction of each the Retail
Component and Residential Component separately within twenty four (24) months after
commencement of Vertical Construction of the Project as required in Section 7 of the
Declaration, the Developer proposes to substantially complete construction of the entire Project
within thirty (30) months of the commencement of Vertical Construction of the same.
3. Estoppel. Developer proposes the addition of a provision to the Declaration authorizing
the County Mayor or its designee, on behalf of the County, and the Executive Director, on behalf
of the CRA, to execute an estoppel certificate or similar instrument, upon the request of the
Developer and in form and substance reasonably acceptable to the County or the CRA, as
appropriate, affirming compliance with the conditions set forth in the Declaration and the
termination of the possibility of reverter.
4. Residential Restrictions. Developer proposes providing 60 residential units in
compliance with the provisions of Section 3 of the Declaration with all residential units in excess
of 60 residential units being market rate units.
5. Indemnification Agreement. In lieu of providing the Indemnification Agreement the
Developer is proposing an alternative risk management solution in the form of a payment of One
Million and No/100 Dollars ($1,000,000.00) (the "Indemnity Payment") for the benefit of the
City, the County and the CRA. Within one (1) business day following the end of the Inspection
Period if the Developer does not elect to terminate this Agreement, Developer shall deposit the
Indemnity Payment with the Escrow Agent, which shall be disbursed (i) at Closing pursuant to
disbursement instructions signed by the City, County and the CRA or (ii) disbursed to the
Developer if this Agreement is terminated prior to Closing.
6. Clarification on Reversion Rights. Section 9(E) of the Declaration provides as follows:
"In the event a Default Notice is issued pursuant to Section 9(A)(i), (ii), or (iii) of this
Declaration, and is not cured in the Default Cure Period, as same may be extended, in
accordance with the last sentence of Section 9(A), title to any portion(s) of the Property which
have not been improved with buildings shall automatically revert to the CRA, subject to the right
of the County set forth in the Declaration and in the Settlement Agreement ..." It is the
Developer's understanding that the foregoing reversion shall not apply if improvements to the
Property have been commenced, even if such improvements have not been substantially
completed. If that is not the correct interpretation of the foregoing provision, Developer has
agreed to pay the following in lieu of any such possible reversion rights: payment to each of the
County and the CRA, as liquidated damages, Two Thousand Five Hundred and No/100 Dollars
($2,500.00) per day for each day between the Outside Date until substantial completion of the
Project. The Outside Date shall mean the later of the date (i) the Developer should have
achieved substantial completion of the Project, as may be extended as provided in the
Declaration, or (ii) May 15, 2018. The Project shall have the meaning set forth in the
Development Agreement_
CRA Requested Variance
Termination based upon Inspection. If the Development Agreement is executed between the
Developer and the CRA and the Developer terminates the Development Agreement during the
Inspection Period, the CRA shall be required to issue another Development Opportunity within
thirty (30) days of the date of termination.
City of Miami
Text File Report
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File ID: 13-00988
Enactment #: CRA-R-13-0054
Version: 2
Type: CRA Resolution Status: Passed
Introduced: 8/22/13
Enactment Date: 9/12/13
Controlling Body: SEOPW Community
Redevelopment
Agency
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH
ATTACHMENT(S); APPROVING OVERTOWN GATEWAY PARTNERS, LLC ("OVERTOWN
GATEWAY") AS THE DEVELOPER FOR BLOCK 45 AND ALL ABOARD FLORIDA-STATION,
LLC ("ALL ABOARD") AS THE DEVELOPER FOR BLOCK 56 AND APPROVING THE
PROPOSED VARIANCES; DIRECTING THE EXECUTIVE DIRECTOR TO ATTEMPT TO
NEGOTIATE A DEVELOPMENT AGREEMENT WITH OVERTOWN GATEWAY WITH RESPECT
TO BLOCK 45 AND NEGOTIATE A DEVELOPMENT AGREEMENT WITH ALL ABOARD FOR
BLOCK 56 IF OVERTOWN GATEWAY AND ALL ABOARD ARE APPROVED BY MIAMI-DADE
COUNTY; AND CLARIFYING THAT THIS RESOLUTION IS NOT INTENDED TO BE AN
AWARD OF DEVELOPMENT RIGHTS OR TO OTHERWISE CREATE ANY RIGHTS
WHATSOEVER IN OVERTOWN GATEWAY OR ALL ABOARD.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is responsible for carrying
out community redevelopment activities and projects within its Redevelopment Area in accordance with its approved 2009
Southeast Overtown/Park West Redevelopment Plan ("Plan"); and
WHEREAS, Section 2, Goal 3/Principles 2 and 3, at pages 12 and 14, of the Plan lists creating infill housing, and developing a
variety of housing options as stated redevelopment goals; and
WHEREAS, Section 2, Goal 3/Principle 4, at pages 12 and 14, of the Plan also include the creation of jobs within the
community as a stated redevelopment goal; and
WHEREAS, on June 17, 2013, the CRA issued Request for Proposals No. 13-002 CUP") for the development of the Blocks
45 and 56 (the "Blocks"); and
WHEREAS, on July 22, 2013, three (3) proposals were received by the Clerk of the Board, and forwarded to the CRA for
consideration; and
WHEREAS, a committee consisting of Mr. Greg Gay (City Planner, City of Miami), Mr. Brian Zeltsman (Director of
Architecture and Development, CRA), and Ms. Patricia Braynon, (Director, Housing Finance Authority of Miami -Dade
County) was formed to evaluate the responses and make a recommendation to the Board of Commissioners; and
City of Miami Page 1 Printed on 9/30/2016
development of Block 56 and approves the variance set forth on Exhibit "A", subject to Miami -Dade County approval and
the Executive Director being able to finalize an acceptable Development Agreement with Overtown Gateway with respect to
Block 45 and finalize an acceptable Development Agreement with All Aboard with respect to Block 56 within the time frame
required by the Settlement Agreement.
Section 3. The Executive Director is hereby directed to attempt to negotiate development agreements with Overtown
Gateway and All Aboard after approval of Overtown Gateway and All Aboard by Miami -Dade County.
Section 4. In the event Miami -Dade County does not approve Overtown Gateway and All Aboard, the Board of
Commissioners hereby directs the Executive Director to issue a new request for proposals with respect to the Blocks as
required by the Settlement Agreement.
Section 5. This Resolution shall not be deemed or construed to be an award of development rights or to otherwise create
any rights whatsoever in Overtown Gateway or All Aboard, any such rights only to be created upon the execution of a
definitive Development Agreement with Overtown Gateway with respect to Block 45 and All Aboard with respect to Block 56
within the time frame required by the Settlement Agreement after approval by Miami -Dade County and after approval of each
respective Development Agreement by the Board of Commissioners of the CRA.
Section 6. This Resolution shall become effective immediately upon its adoption.
City of Miami Page 2 Printed on 9/30/2016
SEOPW Board of Commissioners Meeting
September 12, 2013
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
INTER -OFFICE MEMORANDUM
To: Board Chair Michelle Spence -Jones
and Members of the CRA Board
From: Clarence E. Woods, III
Executive Director
Date: September 5, 2013 File: 13-00988
Subject: Selection of Developer for Blocks 45 and 56
References:
Enclosures: Supporting Documentation; Legislation
BACKGROUND:
The Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency
("CRA") is being presented with the attached Resolution which provides for the following: (1) acceptance of the
recommendation of the committee formed to review the proposals received for the development of Blocks 45
and 56; (2) approval of Overtown Gateway Partners, LLC ("Overtown Gateway") as the developer for Blocks 45
and 56, and approval of variances proposed by Overtown Gateway; (3) direction to the Executive Director to
attempt to negotiate a development agreement with Overtown Gateway; (4) approval of All Aboard Florida -
Station, LLC ("All Aboard") as the developer in the event Miami -Dade County does not approve Overtown
Gateway as the developer for Blocks 45 and 56 and approval of variances proposed by All Aboard; and (5)
direction to the Executive Director to attempt to negotiate a development agreement with All Aboard in the event
Overtown Gateway is not approved by Miami -Dade County.
Pursuant to the terms of the Settlement Agreement between Miami -Dade County, City of Miami and the CRA,
dated May 9, 2013, the CRA was required to conduct a solicitation for the selection of a Developer for the
development of Blocks 45 and 56 within 120 days from the date of the recording of the "Dismissal, the City
Deed, the Declaration [of Restrictions], the Block 36 Declaration, and the County deed," and approve a
Developer and any proposed variance within 90 days thereafter. Recordation of these instruments occurred on
May 15, 2013. The CRA complied with said requirement when it issued Request for Proposals No. 13-002
("RFP") for the development of Blocks 45 and 56 on June 17, 2013. The RFP was issued with the intent of
receiving proposals that would further the CRA's redevelopment goals and objectives, and be in the best
interest of the public.
The key terms and preferences of the RFP were the following:
• Mixed -use projects with mixed -income residential units.
• Acknowledge the culturally historic neighborhood.
• Compliance with the terms and provisions of the Declaration of Restrictions recorded on May 15, 2013
between Miami -Dade County and the CRA as part of the Settlement Agreement.
• Accommodate the parking needs of the International Longshoremen's Union and the Lyric Theater.
• Requirement that twenty percent (20%) of the subcontractors have their principal place of business in
Miami -Dade County with priority given to Redevelopment Area.
• Requirement that the general contractor and all subcontractors hire forty percent (40%) of the unskilled
labor for the project from Miami -Dade County with priority given to Redevelopment Area,
On July 22, 2013, three (3) proposals were received by the Clerk of the Board, and forwarded to the CRA for
consideration. Proposals were received from All Aboard Florida - Stations, LLC, Overtown Gateway Partners,
LLC and Stone Soup Development, Inc. A committee consisting of Mr. Greg Gay (City Planner, City of Miami),
Mr. Brian Zeltsman (Director of Architecture and Development, CRA), and Ms. Patricia Braynon, (Director,
Housing Finance Authority of Miami -Dade County) was formed to evaluate and rank the proposals based upon
the evaluation criteria set forth in Addendum No. 1 to the RFP. The Review Committee ranked the proposers in
the following order:
1. Overtown Gateway — 259 points
2. All Aboard Florida — 252 points
3. Stone Soup Development— 194 points
The Executive Director reviewed the Committee's rankings and determined that it was in the best interests of the
public and in furtherance of the CRA's goals and objectives to negotiate with the top two ranked proposers,
Overtown Gateway Partners, LLC and All Aboard Florida Stations, LLC to address and clarify representations
made in the respective proposals, and to negotiate the most favorable terms with both proposers and submit the
results thereof to the Board of Commissioners for consideration, along with any the proposed variances for
consideration. To assist the Board of Commissioners in its consideration, attached please find explanatory
matrices for each of the two proposers reflecting the specific terms negotiated.
Pursuant to the terms of the Settlement Agreement, the CRA is required to select a Developer or reject all
proposals, as well as consider any proposed variances on or before September 16, 2013. The CRA risks
having Blocks 45 and 56 revert back to Miami -Dade County should no action be taken by September 16, 2013.
The Property has been appraised at $20,000,000.00 so compliance with the approval deadline is vital to insure
the CRA maintains control over the development of Blocks 45 and 56.
JUSTIFICATION:
The 2009 Southeast Overtown/Park West Community Redevelopment Plan, at pages 12 and 14, lists the
creation of infill housing, and the development of a variety of housing options as stated redevelopment goals
and principles. The Plan also includes the creation of jobs within the community as a stated redevelopment
goal.
CITY OF MIAMI
INTER -OFFICE MEMORANDUM
To: Clarence E. Woods, Ill
Executive Director, SEOPW CRA
From: Gregory D. Gay<
City Planner, City of'M"r
SUPPORTING
DO
CUMENTATION
Date: August 7, 2013 File:
Subject: Blocks 45/56
References:
Enclosures:
On June 17, 2013, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") Issued
Request for Proposals ("RFP") No. 13-002 for the development of Blocks 45 and 56. On July 22, 2013, the CRA
received three (3) proposalsin response to RFP No. 13-002 from the following proposers:
1. Stone Soup Development,: Inc ("Sawyer's Landing")
2. All Aboard Florida — Stations, LLC
3. The Peebles Corporation/BACH Real Estate ("Qvertown Gateway")
On August 2, 2013, a selection committee consisting of: Gregory Gay, City Planner, City of Miami; Brian
Leltsman, Director of Architecture and Development, CRA; and Patricia E3raynon, Director of the Housing
Finance Authority of Miami -Dade County, met to evaluate the aforementioned proposals, and has ranked the
proposals as follows:
1. The Peebles Corporation/BACH Real Estate ("Overtown Gateway")
2. All Aboard Florida — Stations, LLC
3. Stone Soup Development, Inc. ("Sawyer's Landing")
OVERTOWN GATEWAY PARTNERS LLC
RFP RESPONSE
SUPPORTING
DOCUMENTATION
CRA REQUIREMENT DEVELOPER'S PROPOSAL DURING
NEGOTIATIONS WITH TH N; CRA
Project Description
Phase I
Comply with the County
Phase I
Settlement Agreement minimum
230 residential apartments, hotel with
150 rooms, 50,000 square feet of
commercial office space and 30,000
square feet of entertainment and
restaurant retail space with sufficient
parking for compliance with code and
cultural plaza between Blocks 45 and 56.
development requirements
270 residential apartments, same hotel,
commercial office, entertainment,
retail and parking (an increase of 40
units)
No Sawyer's Walk Cultural Plaza until
Phase II is constructed (objected to by
Phase II
Executive Director) (Phase I complies
with the County Settlement minimum
development requirements)
408 apartment units, 50,000 square feet
of commercial office space and 30,000
square feet of retail space and sufficient
parking for compliance with code
Phase II
Approximately 410 apartments, same
commercial office, retail and parking.
Includes Sawyer's Walk Plaza Cultural
Plaza (Sawyer's Walk Culture Plaza
was included in Phase I design of RFP
Response)
Deposit
Not requested in RFP
Deposit of $1,000,000; $500,000
upon Effective Date and
additional deposit of $500,000 at
Developer proposes Deposit of
$250,000
end of Inspection Period
RFP RESPONSE
CRA REQUIREMENT
DEVELOPER'S PROPOSAL DURING
NEGOTIATIONS WITH 1HE CRA
Project Schedule
Phase I:
Preconstruction
Design Development: by March 2014
Construction Drawings: by June 2014
Permitting/Filing: by October 2014
Construction
Commencement construction of Phase I
by October 2014 with completion of
Phase I by March 2017
Phase II:
Preconstruction
Design Development by January 2015
Construction Drawings by April 2015
Permitting/Filing: by July 2015
Construction
Commencement by July 2015
Completion by January 2018
Developer comply with time
frames included in RFP response
and comply with time frame
requirements of the County
Settlement Agreement
Developer will comply with the time
frame of the County Settlement
Agreement with respect to Phase I
except will require 36 months to
complete Phase I due to the size and
complexity of Phase I instead of
completing construction within 24
months as required by the County
Settlement Agreement but proposes
substantial extended time frames from
that reflected in RFP response with
respect to Phase II (i.e.,
commencement of construction moves
from anticipated date of July 2015 to
an outside date of May 15, 2019)
(other than the time to complete Phase
I the Developer will comply with the
time requirements of the County
Settlement Agreement)
Project Payments
Developer request reduction in Project
Payments required by County Settlement
from 5% of Gross Revenue to 2.5% o of
Gross Revenue (variance requested)
Fill Payment of 2.5% o of Gross.
Revenues to County and 2.5% of
Gross Revenues to CRA as
required by the County
Settlement Agreement
Developer will comply with the stated
rent requirements of the County
Settlement Agreement
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RFP RESPONSE
CRA REQUIREMENT DEVELOPER'S PROPOSAL DURING
NEGOTIATIONS WITH TH N; CRA
Affordable Housing
Agreed to provide 60 Affordable
Apartments per County Settlement
Agreement with slight modification
(variance requested)
Developer comply with the
Affordable Housing
requirements of the County
Settlement Agreement
Developer has agreed to comply with
the Affordable Housing requirements
of the County Settlement Agreement
Parking Accommodations
with Lyric and
Longshoremen's Union
Developer indicates that it will provide
required parking
Developer document agreement
with Lyric Theatre and
Longshoremen's Union
Developer has provided no evidence
of parking agreement but represents to
have an agreement with Lyric Theatre.
Still working with Longshoremen's
Union
Indemnity Agreement
Developer indicates willing to provide
Requested Indemnity Agreement
from significant entities in
addition to Developer
Proposes Indemnity Agreement be
signed by Developer only and not
from any significant entities
Indemnity Agreement
Guaranty of Completion in
addition to payment and
performance bond
Not requested in RFP
Requested Guaranty of
Completion from significant
entities
Developer not willing to provide
Guaranty of Completion - Developer's
position is that a payment and
performance bond should be sufficient
Demonstrated Financial
Ability to Perform to the
CRA
Background information provided in RFP
response
Executive Director requested
financial information from
Developer to demonstrate ability
to perfoim
Developer has not provided any
financial information
Requested Variance
Developer requested variances as part of
RFP response. Most significant
variances are 36 months to complete
Phase I and reduction of Project
Payments by 50%
Developer request as few
variances as possible
Developer is only requesting variance
of 36 months to complete Phase 1
instead of 24 months
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RFP RESPONSE
CRA REQUIREMENT
DEVELOPER'S PROPOSAL DURING
NEGOTJ ATIONS WITH THE CRA
Status of Development
Agreement
CRA requested Developer
negotiate a Development
Agreement with Developer
incorporating deal terms prior to
submission to CRA Board for
consideration
Development Agreement not finalized.
Key points have been discussed.
Waiting for redraft from Developer.
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RFP RESPONSE
ALL ABOARD FLORIDA
CRA REQUIREMENT
DOCUMENTATION
DEVELOPER'S PROPOSAL DURING -
NEGOTIATIONS WITH CRA
Project Description
Approximately 258 residential
apartments, approximately 97,200
square feet of commercial office
space and approximately 55,100
square feet of restaurant and retail
space and approximately 2,000
parking spaces
Comply with the County
Settlement Agreement minimum
development requirements
Not less than 250 and not more than
360 residential apartments,
approximately 95,000 - 100,000 square
feet of commercial office space with
approximately 50,000 - 56,000 square
feet of restaurant and retail space, same
parking (Project complies with the
County Settlement Agreement
minimum development requirements)
Deposit
Not requested in RFP
Deposit of $1,000,000; $500,000
upon Effective Date and additional
deposit of $500,000 at end of the
Inspection Period
Developer has agreed to make Deposits
totaling $1,000,000
Project Schedule
Pre -Construction
Developer comply with the time
frame included in RFP response
and comply with the time frame
requirements of the County
Settlement Agreement
Developer will comply with time frame
of County Settlement Agreement
except will require 30 months to
complete construction due to the size
and complexity of the Project
Design and zoning approvals: by
mid 2014
Construction
Commencement: by August 2014
Completion: by October 2016
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RFP RESPONSE
CRA REQUIREMENT
DEVELOPER'S PROPOSAL DURING
NEGOTIATIONS WITH CRA
Project Payments
Upfront payment of $5,500,000 in
lieu of Project Payments and
Indemnity Agreement (variance
request)
Developer increase its payments
Developer proposes payment of
$5,500,000 in lieu of Project Payments
plus community benefits payments
totaling $2,500,000 and separate
payment in lieu of Indemnity
Agreement
Affordable Housing
None proposed - (request variance)
Developer comply with Affordable
Housing Requirement of the
County Settlement Agreement
Developer has agreed to comply with
Affordable Housing Requirements of
the County Settlement Agreement
Parking Accommodations
with Lyric and
Longshoremen's Union
Developer indicates that it will
provide required parking
Developer document agreement
with Lyric Theatre and
Longshoremen's Union
Developer represents that it has
documented parking agreements with
the Lyric Theatre and the
Longshoremen's Union
Indemnity Agreement
Developer proposed cash payment in
lieu of Indemnity (request variance)
Request Indemnity Agreement
from Developer and significant
Developer has agreed to pay a
significant amount in lieu of Indemnity
Agreement
entity or provide cash payment in
lieu thereof
Guaranty of Completion in
addition to payment and
performance bond
Not request in RFP
Requested Guaranty of
Completion from significant
entities
Developer agreed to provide a
Guaranty of Completion from an entity
having a minimum net worth of at least
$50,000,000
Demonstrated Financial
Ability to Perform to the CRA
Background information provided in
RFP response
Executive Director requested
financial information from
Developer to demonstrate ability
to perform
Financial information provided by the
Developer and reviewed and approved
by Executive Director and Chief
Financial Officer of CRA.
#25655393_v1
RFP RESPONSE
CRA REQUIREMENT
DEVELOPER'S PROPOSAL DURING
NEGOTIATIONS WITH CRA
Requested Variance
Waiver of the Affordable Housing
Developer request as few
Proposed variances approved by
Requirement; payment of
variances as possible
Executive Director and are listed on
$5,500,000 in lieu of Project
Exhibit A attached hereto
Payments and waiver Indemnity
Agreement and 30 month time frame
for completion of Project instead of
24 months (still ahead of schedule)
Status of Development
CRA requested Developer to
Development Agreement fully
Agreement
negotiate a Development
negotiated and Developer and
Agreement with Developer
incorporating deal terms prior to
submission to the CRA Board for
consideration
Executive Director have agreed to final
terms, subject to Board approval
3
#25655393 v1
EXHIBIT A
Proposed Variances
The Developer proposes the following variances to the Declaration:
1. Project Payments. In lieu of making the Project Payments as defined in the Declaration, which requires payment over time, the
Developer shall pay on the Closing Date, Five Million Five Hundred Thousand and No/100 Dollars ($5,500,000.00) to be shared
equally by the County and the CRA.
2. Completion Date. Substantial completion of the Project is anticipated to occur approximately nineteen (19) months in advance
of the completion date permitted by the Declaration. However, since the Retail Component and the Residential Component
(collectively, the "Project") are integrated, in lieu of substantially completing construction of each the Retail Component and
Residential Component separately within twenty four (24) months after commencement of Vertical Construction of the Project as
required in Section 7 of the Declaration, the Developer proposes to substantially complete construction of the entire Project within
thirty (30) months of the commencement of Vertical Construction of the same.
3. Estoppel. Developer proposes the addition of a provision to the Declaration authorizing the County Mayor or its designee, on
behalf of the County, and the Executive Director, on behalf of the CRA, to execute an estoppel certificate or similar instruanent, upon
the request of the Developer and in foini and substance reasonably acceptable to the County or the CRA, as appropriate, affirming
compliance with the conditions set forth in the Declaration and the termination of the possibility of reverter.
4. Residential Restrictions. Developer proposes providing 60 residential traits in compliance with the provisions of Section 3 of
the Declaration with all residential units in excess of 60 residential units being market rate units.
5. Indemnification Agreement. In lieu of providing the Indemnification Agreement the Developer is proposing an alternative risk
management solution in the four of a payment of One Million and No/100 Dollars ($1,000,000.00) (the "Indemnity Payment") for the
benefit of the City, the County and the CRA. Within one (1) business day following the end of the Inspection Period if the Developer
does not elect to terminate this Agreement, Developer shall deposit the Indemnity Payment with the Escrow Agent, which shall be
disbursed (i) at Closing pursuant to disbursement instructions signed by the City, County and the CRA or (ii) disbursed to the
Developer if this Agreement is terminated prior to Closing.
6. Clarification on Reversion Rights. Section 9(E) of the Declaration provides as follows: "In the event a Default Notice is
issued pursuant to Section 9(A)(i), (ii), or (iii) of this Declaration, and is not cured in the Default Cure Period, as same may be
extended, in accordance with the last sentence of Section 9(A), title to any portion(s) of the Property which have not been improved
with buildings shall automatically revert to the CRA, subject to the right of the County set forth in the Declaration and in the
Settlement Agreement ..." It is the Developer's understanding that the foregoing reversion shall not apply if improvements to the
Property have been commenced, even if such improvements have not been substantially completed. If that is not the correct
4
#25655393 v1
interpretation of the foregoing provision, Developer has agreed to pay the following in lieu of any such possible reversion rights:
payment to each of the County and the CRA, as liquidated damages, Two Thousand Five Hundred and No/100 Dollars ($2,500.00) per
day for each day between the Outside Date until substantial completion of the Project. The Outside Date shall mean the later of the
date (i) the Developer should have achieved substantial completion of the Project, as may be extended as provided in the Declaration,
or (ii) May 15, 2018. The Project shall have the meaning set forth in the Development Agreement.
CRA Requested Variance
Termination based upon Inspection. If the Development Agreement is executed between the Developer and the CRA and the
Developer terminates the Development Agreement during the Inspection Period, the CRA shall be required to issue another
Development Opportunity within thirty (30) days of the date of termination.
5
#25655393 vl
ai tft �+44 40664>t04+tC +• 4 , 4�4444'4i4444 ♦ 604044 ♦IOO �dd+40t4ft 40d OtOfi60b �4..`O 4 46tf,fodd<O!>0f44 tf >flitti >O O t,ttAtf44f,ef064f V
IDVIEIUTIDIAN € iEWAY
EXECUTIVE SUMMARY
For its entire history, Overtown has been an iconic neighborhood influenced by Black culture that is
celebrated by residents and visitor alike. In the prime of Overtown's "Little Broadway" era, Avenue G (now
known as "Second Avenue") was the nerve center. Blocks 45 and 56 housed some of the most significant
places of the day. The Blocks 45 and 56 are critically important to modern Overtown's intent to establish
a Folk life Village as well as foster a thriving entertainment and commerce district. Their development
must be placed in the hands of a team with genuine intent, provide ability and demonstrable resources for
getting the job done right.
We propose the "Overtown Gateway" projects a bold and thoughtful development designed to transform
parking lots at the heart of Overtown into a vibrant district offering a wide range of options to live, work
and play in the neighborhood. Our proposal is influenced by thoughtful consideration of the various plans
and studies that have been developed for the neighborhood over the last twenty years. The Redevelopment
Plan and HOFDIA standards were central to our consideration and can be seen in the design. The Project
concept can be seen in Tab 3 with images of the design located in Appendix A and B.
The Overtown Gateway team is comprised of highly accomplished firms with collective experience
developing and managing large-scale and complex projects. Detailed information about each individual
team member is located in Appendix C.
Our Development Partners, The Peebles Corporation ("Peebles") and BACH Real Estate ("BACH"),have direct
experience with all the components of the project - hotel, residential/ office.and retail. OveCthe last decade,
Peebles has developed projects totaling approximately $300 million lnSotith Florida alonRecetly Forbes:
Magazine named Donahue Peebles, the company's founder, as one ofthe tenwealthiest B1ac1�Amer�cans.
BACH is a local -based, African -American owned development fun -Odd by Barrori Ch nner
an emerging developer with over ten years of real estate devel pm nt;and aocluisitionskexperionce He is
a 30-year native of Miami -Dade with an MBA from The Wharton School. Overtowi Gatewayrepresents
,joint -venture between BACH and Peebles. Mr. Peebles and MrjC�iaantler have worked togetkie or aide ade'
herison Cion
The Project team includes Munilla Construction Managemei MCM" ), . D. Ste p onstruct
("Stephenson"), Revuelta Architecture ("Revuelta"), Miamf lDarking Authority (MPA) andlBercoW'Rad'ell
'TM
and Fernandez (llBRFll ).?
• MCM is a Miami -based construction management firs and one„tof the larges;His tpanic-owned
construction firms in the US. The firm has the bondin'g capacity_to hnd'ertake single projects ranging up
to $300 million in construction costs and collective efe-o t'rothling$11b ll on.
• Stephenson is the largest African Americana ovine c
They have current experience working in OvertrZwn 4rna
project (Eight Street, NW Third Avenue),
r
• Revuelta is one of the most prolific archite
of projects designed features nearly tea tulc
• MPA is the single largest manager of .par
Overtown. Their parking portfolio incluaes't
on -street spaces.
Tent firm in South Florida.
artments and Shoppes
n!of Miami hi:gl -rise structures. His portfolio
te'r'bownto n Miairii.
�hey currently manage several lots within
nd nearly 90 surface lots along with over 11,000
• BRF is the premier law firm specializing inland use'matters throughout Miami. They also have significant
�♦<};, �};};;bb{60y{ O�t�2040"460;;104�4{;;40.i;0004010;6640;i';;;00;4;6$;;8;4{¢pb,6�O�e 0;;;0;0:0;0006;060}b{};9;0444}; 66;040�04; 4. ;40;b.;i;dOOb0;4r,0,i
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experience with current land use issues in Overtown. BRF and the Development Partners have worked
together for over ten years.
We have deliberately sought to address the key objectives of this solicitation with a Project that includes
several facets. The key elements and project benefits are detailed in tabs 3 and 5 respectively.
• Overtown Gateway would generate roughly 750 jobs with the development of Blocks 45 and 56, Our
team has direct experience, deliberate intent and commitment from the top down to exceed the targeted
levels of jobs for local residents and contract opportunities for local companies.
• Significant post -construction jobs will result from the retail, hotel and office components. We plan to put
in place a dedicated jobs and contracts coordinator who would remain active even after construction
to ensure that local residents and companies have every opportunity to work with Overtown Gateway.
• Respect for the cultural heritage of Overtown is embedded within our design. Elements of HOFDIA and
the Redevelopment Plan are incorporated. The visual direction of the project is in synch with Overtown's
history
• The Project would generate significant economic returns for SEOPW CRA. This would amount to millions
each year. A summary of the highlights is provided in Tab 5.
• Beyond creating jobs, Overtown Gateway will engage Overtown youth by providing educational
experiences exposing them to the real estate industry and entrepreneurship. In doing so, we are
deliberately seeking to sow the seeds for growing the investors of the future whom,will build-up
Overtown with compassion and commitment to its cultural heritage. Our "Overtown Scholars" program
is discussed in Tab 5, Project Benefits - item (e). r;`•7 �;"`` ='`
• Parking considerations for ILA and Lyric Theater are accounte
• The construction timeline is set up for a two phased project: T,i
immediately with consistent speed. The pace is in line with'ihe deadlines establish ed
of Restrictions. The scale and approach necessary for the:P o7'ect creates the desire
variances to the Declaration. These are detailed in Tab 3.
We are confident about the financial viability of the Projec Z
with the South Florida markets and with hotel, office, re$pen
have significant financial resource with access to much ni'ite
evidencing interest from a sample of potential financial cla
•
The demand for residential in Miami is significant and�grwin
people seeking workforce housing, desirousof ciobwn li
This sector is routinely overlooked despite accotri'tin•
Downtown currently and care to live there in.thtute
• The hotel is planned as an extended stay proper
no branded -hotels that compet4 for thisiifoiie zn
that the hotel will be an operation su es c:'
• The retail is positioned to tap into the:e1
retail activity is booming per numerous std`d.
compete for this business while also benef tiing from those who will live, work and play at Overtown
•
nfrcantexperience
exties. Collectively; we
mown Gateway fetters
ih A p i ik D.
Gateway.
e will 'Cat, to the wide cross section of
attracted by Overtown's character.
e: kof those who work in
Ors, to busitesM travelers. Currently, there are
o ritov�n Miami. 150 rooms, we anticipated
e-nt district being formed in Overtown. Downtown's
by the` Dpwntown Development Authority. We plan to
5)
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As you review our submission, we hope you agree that Overtown Gateway addresses your objections for
Block 45 and 56. We appreciate the unique opportunity to be considered for such a special opportunity
Mr. Peebles and Mr. Channer lead our team and are personally excited by the opportunity This represents
a rare opportunity to develop a transformative project that sits both amidst a cultural heritage they claim
and within a geographic market they have a high degree of interest in, Their passion drives the team and
we hope that the results exceed your expectations. We look forward to the opportunity to discuss Overtown
Gateway further with your team.
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Real r:ciuto 61vestment Funds., I Urban Strategy America Fund
July 1, 2013
Mr. Clarence E. Woods, Ill
Executive Director
Southeast Overtown/Park West Community Redevelopment Agency
1490 NW 3rd Ave, Suite 105
Miami, Florida 33136
Re: Equity Letter of Interest for Overtown Gateway project
Dear Mr. Woods:
The Urban Strategy America Fund is an institutional real estate private equity firm focused on Investing
In real estate projects and properties across the country, Our team has undertaken $1,5 billion in
transactions over the last 10 years, Currently, we are managing a fund with $190 million of Investor
equity, specifically for investing in real estate.
Mr. Barron Channer (BACH Real Estate) and Don Peebles (The Peebles Corporation) are well known to us
given their proven abilities at Identifying and organizing attractive Investments. We have previously
reviewed opportunities presented by them.
In recent conversations, Mr, Channer has presented conceptual plans for the Overtown Gateway
project. The large-scale, mixed -use and transit -oriented nature of the project makes it attractive to us,
Further, our process emphasizes investing with seasoned professionals, like Mr. Channer and Mr.
Peebles, at the helm of each project.
In light of our understanding of the project and regard for capacity of Mr. Channer and Peebles, we
would be pleased to give serious consideration to an investment in Overtown Gateway.
I am available to discuss further, if you desire. Please feel free to contact me at 617-878-7909,
Sincerel
!moot.' . vV.\tii1INGT014 ru' i r•i.osin,N
75 STATE Sian' 121" FLOOR BoSTON, MA 02109 T: 617,723,7760 F; 617.227.4727
S94Pi04�64'b ifi64bk90 b �4d d' bi iRii +i 9, .4'L6464 JO Ji4 d4f4A948OOV d,490 ibd6'd 6;. 6446�444 4..4 44 b{ J 9d 4"{44 40. G6i449 - 49A'Y4P 4d
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WAY,
CAPRI CAPITAL PARTNERS II.0
375 North Michizon'Avenu4, Suite 34,10 Chtcaso, !Ulaols 6011
r 3/L373.066 s 312.373•S270 w caprievital.coto
t gpriroo0capricapituLeon1
QUINfIN E. PRIMO III
Chairman & Chietavecmttt4. Officer
July 17, 2013
Mr. Clarence E, Woods, III
Executive 17ireotor
Southeast Overtown - Park West Community Redevelopment Agency
1490NW 3rd Avenue
Suite 105
Miami, Florida 33136
Re: Equity Interest for Overtown Gateway Project
Dear Mr. Woods:
Capri Capital Partners
Please be advised that Messrs. Channer and Peebles have introduced us to their plans for the
Overtown Gateway Project proposed for the Overtown neighborhood of Miami, We have
maintained a working relationship with both gentlemen for more than five years and, previously,
consummated a very profitable investment with The Peebles Corporation in downtown San
Francisco. Our regard for their collective experience, capability and professionalism is very high
and we maintain a strong interest in doing additional business with them.
By way of background, Capri Capital Partners, LLC is a real estate investment management firm
that focuses on top tier assets in major property markets throughout the United States. We have
been recognized for our investments in urban commercial and residential properties, such as
Baldwin Hills Crenshaw Shopping Plaza, a 900,000 square foot regional mall in urban Los
Angeles, and North Bethesda Marketplace, a transit -oriented residential and commercial mixed -
use development in Bethesda, Maryland, outside of Washington, DC. The firm was founded in
1992 and currently has approximately $3,4 billion in assets under management, representing
some of the largest institutional investors in the US. In 2012, Black Enterprise Magazine
recognized Capri as its Financial Services Company of the Year.
We have had the opportunity to tour Overtown and review the Project proposed. Given our
interest in the Miami market and desire to invest in urban areas, we would give strong
consideration to providing equity investment capital to the Project if the opportunity presents
itself. This interest would, of course, be subject to the then current investment mandates of our
clients, as well as a formal investment process, including approval by our internal investment
committee.
as q,�. t:o a .. �,.°..te b a'14o+R,debm.,°..�T164:._!: a�afi�ba9.6emf 6eYd. ddaybS_, f�A,�a S�,p d�', eae a$eefef
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Mr. Clarence E. Woods, III
July 17,2013
Page Two
In conclusion, we applaud your and the city's efforts to continue to revitalize the Overton
neighborhood, an area we believe is critical to the economic vitality of the city of Miami, Should
you have any questions or needs for additional information, please don't hesitate to contact me at
312-573-5266.
Yours v
uintin E. Primo III
SUPPORTING
DOCUMENTATION
SOUTHEAST OVERTOWN 1 PARKWEST COMMUNITY
REDEVELOPMENT PLAN APPLMATION
ALL ABOARD FLO-RADA
RESPONSE TO REQUEST FOR PROPOSALS (RFP)
BLOCKS 45 AND 56
ALL ABOA D FLORIDA
All Aboard Florida
Soutneas' Overtown/Pork West Community Redevelopment Agency
Response toRequest forProposals (RFP)t13-OO2-Blocks 45and 56
July 2013
All Aboard Florida- Stations LLC ("AAFn),a'vvhoUy-ownedsubsidiary ofFlorida East
Coast Industries, Inc. (^FEC|^), is pleased to present this response to the Request for
Proposals #13'002 (~RFP^) issued bythe Southeast [}vertown/ParkWest Community
Redevelopment Agency (the "CRA^)for Blocks 46and 55(the "Site^). We appreciate
the CAA's consideration of this propoua|, which introduces All Aboard Florida in its
larger context and describes the key relationship of the Site to the regional opportunity
that nxists. We will describe the framework under which we propose to develop the
Site in a manner that fully achieves the aspirations expressed for the Historic Overtown
neighborhood vvhi|esimultaneously weaving it into the broader vision for the future of
Downtown Miami,
All Aboard Florida
Southeast Overtown / Park West Community Redevelopment Agency
Response to Request for Proposals (RFP) #13-002 - Blocks 45 and 56
July 2013
We have created a development proposal guided by the 2009 Southeast
Overtown/Park West Community Redevelopment Plan, including the 6 Redevelopment
Goals and 14 Guiding Principles for Historic Overtown, Central to our proposal is a
live/work/play concept that emphasizes the creation of active and vibrant streetfronts
along NW 2nd Avenue and NW 6th and 8th Streets and continues Sawyer's Walk along
the NW 7th Street axis towards the Overtown Metrorail Station. A carefully assembled
mix of uses further supports this objective. The resulting development creates an
anchor that stimulates the Historic Overtown arts district concept and links the
neighborhood to the newly emerging multi -modal transportation hub that we are
developing adjacent to the Site, The project as proposed creates jobs, expands the tax
base, improves the quality of life for residents, increases visitation to the area, respects
and preserves the cultural heritage of Historic Overtown, and introduces a new,
appropriate housing option for the community,
KEY $ .4' R 'CAPS,
AGES
OMA'1 I
Ake
PEDESTRIAN LINKS TO WATERFRONT
AND DOWNTOWN CULTURAL URAL AMENITIES
IC
LATHER'
TO WATERFRONT AND
DOWNTOWN DEVELOPMENTS
We are committed to working with the residents of the Historic Overtown
community. Our proposal for the Site is reflective not only of the requirements in
the RFP and the goals in the Redevelopment Plan, but also the feedback gathered
from community leaders during the planning stages of our concept. If selected, we
anticipate an interactive process with neighborhood residents and community
groups to help craft the final details of the pro1ect's design elements in order to
achieve our goal of comfortably integrating the project into the current and future
visions for Historic Overtown.
3
All Aboard Florida
Southeast DveMovvn/Park West Connnnun\h/Redevelopment Agency
Response to Request for Proposals (RFP)#13-OO2-Blocks 45and 56
/
—7
July 2013
Our proposed development offers the immediate opportunity to �� many
critical objectives for the Site while also supporting a number ofbroader initiatives
for the greater Historic Overtovvn neighborhood. The Site is uniquely situated as a
"hinge" between neighborhoods that can be greatly enhanced through connectivity
and integration,
mr ,
. Y
^`
Specifically, the Site is between the historic neighborhood of Southeast Overtown
and the emerging All Aboard Florida downtown transportation hub that will be
established in conjunction with the project. The Site can serve aathe threshold into
the emerging entertainment and arts district that draws upon the cultural heritage
of the Historic DvertowD community and our proposal will link this district to the
transportation hub, \Daddition, a newly enhanced NW 8t»Street pedestrian raa|rn
will serve to connect the neighborhood to the planned developments on the former
site ofthe Miami Arena and beyond through the proposed Miami VVVr|d Center
project and, ultimately tothe downtown vvaterfront.
By carefully locating the various uses across the Site and giving thoughtful
consideration to the flows of pedestrian activity and the rnaaa and scale of the
buildings as they address the streetfront. this project will serve as a stimulus for the
realization of the CRA'sv|o|on for the community and will inspire momentum and
growth for the Historic Overtown neighborhood,
4
All Aboard Florida
Sout�o�s�Ove�Lovv�/Park West Coronnun|tyRedevelopment Agency
Response CoRequest for Proposals (RFp)#N3-O02-Blocks 4Sand 5G
- —`'--
July 2013
-'—
We are singularly positioned to deliver against the many opportunities presented by
this Site for several key reasons,
� All Aboard Florida isbeing developed aothe first
� privately owned and operated intercity express
passenger rail system in the United States. This
' ground -breaking project will create an important
� transportation alternative along Florida's mast
coast, connecting Miami, Fort Lauderdale, West
Palm Beach and Orlando with new, custom -
designed trains and stations,
Over 42% of the Florida population lives and works adjacent to this rail corridor. The
Miami terminus for this rail service is planned on nine acres adjacent to the Site
where the downtown transportation hub will
be located. Our new facilities will connect
directly to two Metronai| stations' /
Metrornoverand the Miami -Dade County bus �
system to create a true multi -modal \
transportation system. The ability to !
integrate the uses and facilities of this project
with the larger transit -oriented context ofthe �
transportation hub is reality that only vve
/
can fully deliver. .
We have the financial resources and
capabilities to execute the proposed
development as a single phase project with
an immediate start date and are poised to
initiate immediately - resulting in a completion date
that is earlier than anticipated
Our team has aproven track record ofdelivering
projects ofthis scale, complexity and type locally,
aswell aslocations around the world. Assuch, we
offer the expertise necessary to understand and
manage the urban planning, development, social,
and financial oha|@angospresented byaproject nf
this nature.
All Aboard Florida
SoutneastDvertOwn/Park West Comroun:b/Redevelopment Agency
Response to Request for Proposals (91FP)#13'002- Blocks 45 nnd5G
July 2073
The project asproposed represents a transformation of the neighborhood, built upon
connectivity and a vibrant streetscape, This realization will be achieved through a focus
onwa|hab||ity and through the introduction ofamix
of uses that foster interaction and round-the-clock
life. |naddition tothe physical benefits ofthe project,
the tangible economic benefits are equally
trensfnrnnat|ve. To determine the Scope of those
banefits, we commissioned 8 thorough economic
and fiscal analysis of the proposed dmve|opnnont.A
summary ofthe study |sprovided |nSection 8ofthis (
propose|, with a copy of the full study attached as
Exhibit "A" in the Appendix, Among other benefits, �
the study determined that this approximately $110 m1flion capital project will gene
Over 8OOworker-years ofconstruction labor
Over $4Omillion inconstruction wages
over $19million infees tothe City ofMiami related tothe development
Over$1 nnU|(on in annual tax increment revenues to the Redevelopment District's Trust Fund
Over 1,000 new permanent, full-time and part-time direct, indirect, and induced jobs
KEY COMPONENTS OF PROPOSAL:
A Live/Work/Play concept, which is in accordance with the 6 Redevelopment
Goals and 14 Guiding Principles outlined in the Redevelopment Plan.
/\ total ofl53.2O0afofcommercial space including:
c> 55.DOOSfnfretail, food and beverage outlets, and commercial space that
will activate a newly created pedestrian stnaotscaPeconnecting Historic
C)vertovvntothe downtown transportation hub and beyond. Lively shops
and restaurants with a plaza on the northwest corner of the Site will
promote the Lyric Theater as the centerpiece of the emerging
entertainment and arts district,
97,200 sf of office space that will allow companies to relocate to Overtown
and provide job opportunities and daytime commerce to the
at least 250 new residences, specifically designed as on appropriate
residential product priced and targetedtoacustomer seeking tolive, work
and play within HistVr|cOvertovvn and the downtown Miami community,
approximately 2,OOOparking spaces serving the needs ofthe project, the
no|ghborhond, the downtown transportation hub' the Lyric Theater and
the International Longshoremen's Association.
0
All Aboard Florida
Southeast Overtovvn/Park West Community Redieve8op-mentAgency
RespunoetoRequest for Proposals (RFP)#13-O02-B\ocko45and S6
_
�
Over the past few weeks, our team has made a concerted effort to meet with
at
EW
- — - — ----
Juiy 2013
members of the Historic Overtown community in preparation of submitting this
response, We met with representatives from the Black Archives, St. Johns CDC,
Greater Bethel AME International Longshoremen's Association -Looa| 1416, Urgent
Inc,, the Historic Overtown Folklife District Association and various residents.
|nthese meetings, we presented our preliminary plans for the Site and the downtown
transportation hub for All Aboard Florida, The stakeholders were encouraged to share
concerns, ask questions and provide suggestions for the development, Overall, the
stakeholders were supportive of our efforts to bring new development and
opportunities to the area while maintaining a sense ofthe neighborhood's culture and
architectural style.
Establishing and maintaining relationships in Historic Overtovvn|sessential tomoving
this project forward and securing support for the proposed development. Our team
is committed to working with all of the groups In the �oonnrnunity as the project
progressog. We anticipate there will be opportunities for partnerships and
collaboration once the development program and scheduled are further defined.
|nanearly effort tnengage veteran -owned and minority, disadvantaged and women -
owned enterprise businesses (MBE/DBE/VVBE)' we hosted two outreach forums in
June to provide firms with more information on the project and an opportunity to
network with potential prime contractors. These events were held in Central and
South Florida and attended by more than 300 firms. Attendees learned about the
project and the procurement schedule, and the afternoon session consisted of vendor
exhibitions. Attendees networked and discussed teaming opportunities with 20
potential prime contracting firms that have expressed an interest In bidding on design
and construction work.
The introduction of new real estate uses, the creation of job opportunities, the
addition of transportation alternatives, and the collective economic and social
benefits tobarealized from our concept make this acompelling proposal, Dntop of
our ability to create a well -executed, large-scale development, we are also in a unique
position tulink Historic Overtowninto our multi modal transit hub, Aaaresult, vve are
confident that vve are inthe best position toeffect positive change for the Historic
Overtpvvnnoighburhood.
�
All Aboard P'orlda
Southeast Oyivtown / Pant West Community Rodevo opt Agency
Res001156 tO R00,,lost Of Proposal (RV) -1fl:i,•002 Blocks A6 arcI
' ' — — — • --
PROJECT START
DESIGN & ENTITLEMENTS
PERMITTING & PROCUREMENT
CONSTRUCTION START
PARKING
RETAIL
OFFICE
RESIDENTIAL
2013 2014
01 02 03 0102 03
• AO
2015
01 0;4. 03
! '
AU0 ;
I ,
AC • LEPAIILP C9NS01UCTIO -6T-A.1147'''s MAY 2011
2016
01 02 03
APR
2016
2016
WROW;41COMPfd.44;,
JUL
.- 2016
ED DATE
6
1 CONTEMPLATED DATE
MAY 25r:10
-' aVIrfg--,,ZO.SEZZ=AY.
AC puskrio
35
Zia Aboard Florida
Southeati. ^vartow 1 Park West Com.; rnrty Redeve[ooment Agency
-62spense ro RaduosL for Proposals \R P) 7; 3-002 - B ticks 45 and 56
Vera or on.retlm 1
2
3'
4
July 2013
8 9
2016 - 2017 201E 7019 2020 2021 2022 2023 2024 2025
Read -.Rent/ .55 33900 $38.00 339.14 84031 341. 2 $3277 344.05 845-337 545.74 548.14
O754e-R85iSr 35.00 3900 36.05 37.13 3, 5 3939. 4037 4179 43.05 4434
6e-3e898-2613 d t/Month 15633 3.32233 1,366797 1,40801 1.45128 1.49492 1,539.65 1585135 1533A3 1982.43
Parkin9.- Avg. 576-e/Monh 12500 2900 128./5 152.61 140.69 14457 149.26 153.73 15835
Stabthzaio8 Achieved e8 the3rd Quartv. oF2078
Stabilized Occupam Rates•
Retail
Office
Residential'
Parking
85%
90%
85%
90%
Operating Ezpettse'==Rtms.
Retail 30%
Office 35%
Residential 42%
Parking 25%
37
AP. Aboard -londa
S0-UU e8sE Over'owr / Park i-/est Cer:mui=i1y Redevelopment Agency
Respoi use Lc Request. f . Proposals (1RFp") 1113-002 - Blocks 45 and 56
Juh/ 2013
Residential ...
Units
Gross Square Feet
Gross Square FeetfUnit
Net Leaseable Square Feet
Net Leaseable Square Feet/Unit
258
193,500
750
164,475
637.50
Retail;
Gross Square Feet
Net Leaseable Square Feet
55,100
49,590
Gross Square Feet
Net Leaseable Square Feet
97,200
82,620
Parking:
Gross Square Feet
Spaces
Area/Space
770,640sr
2,028
380
.RetatE;::0"#Eice Resiienttal
Lama 5597,993
Hard Costs 9,367,000
Protcesionel Fees 343.030
0eve1opeee1 &?re1e81 Mana_emont 53,185
Legal, Finance & AdminsL: ation 137 'Ker.')
ctstruchor Interest .terse 6C7s=.i
$1.07.3,872 82,100.030 $1,776105 I.
16,038.000 32,895,000 27.852.36.11
1,443,420 2,960,55E 2.506.712
882090 1,809,225 1,531.880
320.,60 55/,900 55/.04/ fi
_ _.. 1,040,268 2.133,454. 1.806.408
5500000
86,152,361
7,753,712
4/38380
1,723,04/
6,5874359
11
64
Sources
Uses
Initial Equity
Debt
833,436,512 Lend $5,500,000
76%018527 Development Costs Retail 10,912.555
Development Costs - Office 18,664,270
Development Costs- Residential 38.322.675
Development Costs - Parking 32.448.000
Construction Interest S1'berlse 558_ 7,539
BankofAmerica 401*
Merrill Lynch
July 18, 2013
Clarence E. Woods, III
Southeast Overtown/Park West Executive Director
Community Redevelopment Agency of the City of Miami
1490 NW 3rd Ave, Suite 105
Miami, FL 33136
Dear Mr. Woods:
I understand that you are working with Florida East Coast Industries and its
related All Aboard subsidiary regarding the C.R.A. Request For Proposal. Bank of
America and its predecessor banks have shared a 25+ year valued relationship with
Florida East Coast Industries and its related subsidiaries. Please accept this letter
as confirmation that Florida East Coast Industries and its related subsidiaries
maintain sufficient liquidity in the high 8-figures at Bank of America. Please note
that we have also financed three construction loans for Florida East Coast
Industries in the past twelve months and look forward to additional financing
opportunities offered by Florida East Coast Industries and its related subsidiaries.
Should you have any questions or if I can be of any help in your review of their
qualifications, please do not hesitate to let me know. I can be reached at 305-468-
4378 or kim.abreu@baml.com.
Sincerely,
Kim Abreu
Senior Vice President
Commercial Real Estate Banking Group
#1784721