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HomeMy WebLinkAbout25495AGREEMENT INFORMATION AGREEMENT NUMBER 25495 NAME/TYPE OF AGREEMENT SEOPW CRA & SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY DESCRIPTION 1ST AMENDMENT TO INTERLOCAL AGREEMENT/TRI-RAIL DOWNTOWN MIAMI LINK PROJECT/MATTER ID: 24- 3046K/#21 EFFECTIVE DATE December 19, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 12/24/2024 DATE RECEIVED FROM ISSUING DEPT. 3/11/2025 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Southeast Overtown/Park West Community Redevelopment Agency, City of Miami DEPT. CONTACT PERSON: Erica Paschal Darling EXT. 1328 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: South Florida Regional Transportation Authority IS THIS AGREEMENT TO BE EXPEDITED/RUSH TOTAL CONTRACT AMOUNT: $ . FUNDING INVOLVED? OYES ONO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE. SPECIFY): PURPOSE OF ITEM (BRIEF SUMMARY): COMMISSION APPROVAL DATE: / • / FILE ID: ENACTMENT NO: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ❑ YES ONO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ® INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT ROUTING INFORMATION. • Date . PLEASE PRINT AND SIGN /� � � PRINT: [G�-� SC A-r2� 1 Al b / SIGNATURE: , _,r :_APPROVAL BY(I3:'A�1`�1'dl'EiV��►��I,����T�:� 7 z� PRINT: SIGNATURE: • SUBMITTED TOT°''>> ,AG`- M G2/l7 y PRINT: GEORGE . WYSONG III SIGNATURE: SUBMITTED TO :ff`-Y TO PRINT: 1 SIGNATURE: APPROVAL BY r A` T WM '1 A A . I2. /ii /2-4i PRINT: NATAS A CO : R S O : -WILLIAMS tom,: SIGNATURE: /': . `cL-,,c55- APPROVAL BY IXEAPPAirYiGhTengArAge PRINT: ART NO EG SIGNATURE: 1 RECEIVED BY WiriiiiMVINGER PRINT: TODD B. HANNON SIGNATURE: 1 SUBMITTED TO THE M (:' 'r5 PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE FIRST AMENDMENT TO INTERLOCAL AGENCY AGREEMENT BY AND AMONG SOUTHEAST OVERTOWN/PARIC WEST COMMUNITY REDEVELOPMENT AGENCY, CITY OF MIAMI AND SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY THIS FIRST AMENDMENT TO INTERLOCAL AGENCY AGREEMENT BY AND AMONG SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA"), a public agency and body corporate created pursuant to F.S.A. Section 163.356, CITY OF MIAMI, FLORIDA ("CITY"), a municipal corporation of the State of Florida, and SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY ("SFRTA"), an agency created pursuant to F.S.A. Section 343.53 ("First Amendment") is dated as of pat IM b(. ( Ito' 2024 (the "Amendment Effective Date") with reference to the following: RECJII'A A. The City is a duly recognized municipal corporation of the State of Florida pursuant to the Constitution of the State of Florida and F.S.A. Chapters 159, 166 and 163, Part III, with the power to authorize the issuance of capital project revenue bonds, and a public agency pursuant to F.S.A. Chapter 163, Part I. B. SFRTA is a political agency of the State of Florida created pursuant to F.S.A. Section 34.3.53, having the ability to carry out powers of a regional transportation authority as provided by state law and a public agency pursuant to F.S.A. Chapter 163, Part I. C. SFRTA, pursuant to its statutory authority, operates a passenger commuter rail service in South Florida known as "Tri-Rail". D. The CRA is a public agency and body coiporate created pursuant to Section 163.356, Florida Statutes, with the multiple powers to carry out community redevelopment and related activities including the awarding of grants for capital projects within the CRA's Redevelopment Area. E. This First Amendment is entered into upon the authority granted to the parties by F.S.A. Section 163.01. F. SFRTA, the CRA and City previously entered into an Interlocal Agency Agreement 1 dated as of November 8, 2016 ("ILA") to, among other things, assist SFRTA with certain funding for the Tri-Rail Downtown Miami Link Project which included an obligation by the CRA to pay to SFRTA the sum of Seventeen Million Five Hundred Twenty -Eight Thousand Forty -Nine and No/100 Dollars ($17,528,049.00) pursuant to the terms of the ILA ("ILA Grant"). . G. The parties have now agreed and determined that it is in their mutual best interests to amend the terms of the ILA to: (i) provide flexibility to the City and CRA to determine the source of funds for payment of the ILA Grant to SFRTA, with payment to occur no later than December 31, 2024; (ii) delete certain provisions of the ILA that do not permit the CRA to issue any debt prior to payment of the ILA Grant to SFRTA provided that the proceeds of any debt be first used to pay SFRTA the ILA Grant; (iii) allow a deduction of debt service payments for all outstanding bonds of the CRA; (iv) remove the requirement to validate the Special Improvement Bonds; and (v) amend the ILA to provide for the termination of the ILA upon the payment to SFRTA of the full amount of the ILA Grant. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt whereof and sufficiency of which are hereby acknowledged, SFRTA and Developer hereby agree as follows: 1. Scope of First Amendment: Defined Terms: Incorporation of Recitals. Except as expressly provided in this First Amendment, the ILA shall remain in full force and effect in all . respects and the term "ILA" shall mean the ILA as modified by this First Amendment. Capitalized terms used but not otherwise defined in this First Amendment have the respective meanings given to them in the ILA. The preamble and recitals set forth above and each of the exhibits attached to this First Amendment are hereby incorporated into this First Amendment by this reference in their entirety. 2. Conditions Precedent. The City, CRA and SFRTA agree and acknowledge that all requirements and conditions precedent to the CRA's obligation to pay the ILA grant to SFRTA have either occurred, been fully satisfied or are waived and that there is currently no condition or requirement of the ILA that would prevent or delay the payment of the ILA Grant to SFRTA. 2 3, Source of Payment of ILA Grant. Notwithstanding anything in the ILA to the contrary and so long as the ILA Grant proceeds are received by SFRTA no later than December 31, 2024, the City, CRA and SFRTA acknowledge and agree that the source of funds used to pay the ILA Grant to SFRTA shall be determined by the City and CRA in their sole and absolute discretion and may include, among other things, cash, bond proceeds or other alternate credit facilities. 4. Term. Section 3.1 of the IIA, "Term of Agreement" is amended as follows: 3.1 Term of Agreement. The term of this Agreement shall terminate upon payment to SFRTA of the full amount of the ILAGrant. -roti nt flier gl it-y; fea ne:pret, ethar•-e-on-ij l der ar}d- Tayrne 4 -ef the-Speeiel-I'—pac-e-- prev-eM $ends or such etl r-erect€aeility-p-recur--ed-by-the-Gity. T-hls-Agreement -also-subjeot-to-ear4iar -ter-main tin-ot ieawise-tlwou. x-the pro ions ns &f eeetions.-3•2-,-3•;3-and-8-belew; er-thfaugh-any-ether-ealller-termin in pr yisien-ef i48-Agreement. Tlie4er a--o ths-Aieement shall4nelukle sueh-eel l-itic xnl-t-lnnerper• dts--Foeiu e-due-to-federal, stateranc-l-lec:ai-audit pei4e s 4. Section 3.2 of the ILA, "Funding Amount; Reimbursement of Eligible Costs; CRA Contribution. Notwithstanding anything in Section 3.2 and the ILA to the contrary and so long as the ILA Grant proceeds are received by SFRTA no later than December 31, 2024, the City, CRA and SFRTA agree and acknowledge that, subject to the terms of this First Amendment; (i) nothing shall prevent the CRA from issuing any debt prior to the payment to SFRTA of the ILA Chant, and (ii) nothing shall prevent the deduction of debt service payments by the City or CRA for any outstanding bonds, 5. Section 3.3 Assistance with Bond Validation, Notices and Approvals. Section 3.3 of the ILA is deleted in its entirety. Notwithstanding anything in the ILA to the contrary, there shall be no requirement to validate any bonds issued as a source of payment of the ILA Grant. 3 6. Governing Law, This First Amendment shall be construed and governed by the laws of the State of Florida. 7, Authority. This First Amendment shall be binding upon and inure to the:benefit of the parties, their respective heirs, legal representatives, successors and assigns, Each. party hereto warrants that the person signing below on such patty's behalf is authorized to do so and to bind such party to the terms of this First Amendment. S. Entire Agreement; No Amendment. This First Amendment constitutes the entire agreement and understanding between the parties with respect to the subject of this amendment and shall supersede all prior written and oral agreements concerning this subject matter. This First Amendment may not be amended, modified or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of the CRA, City and SFRTA.• 9. Severability. If any provision of this First Amendment or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the rernain!er of this First Amendment and the application of such provision to other persons or circumstances, other than those to which it is held invalid, shall not be affected and shall be enforced to the furthest extent permitted by law. 10. Counterparts. This First Amendment may be executed in counterparts and in facsimile or by PDF, and such counterparts together shall constitute but one original of the First Amendment. Each counterpart shall be equally admissible in evidence, and each original shall fully bind each party who has executed it. 11. Captions and Heading . The titles or headings of the various paragraphs hereof are intended solely for convenience of reference and are not intended and shall not be deemed to modify, explain or place any construction upon any of the provisions of this First Amendment. 4 [Signatures appear on the following page] 5 Docusign Envelope ID: 895B4050-901E-47ED-ACB8-7DA0976117B5 IN WITNESS WHEREOF, the undersigned have dully executed this First Amendment as of the Amendment Effective Date. SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY ATTEST Signed by: By: Anthon\STegriveau °P Chief Contracting Officer Approved by General Counsel as to legal form and sufficiency: .—DocuSigned by: t't vt-s& Ilithert. YE9 'i`NVIOORE, Esq. General Counsel SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY, a body politic and corporate and an agency of the State of Florida created pursuant to Chapter 343, Florida Statlte�cuSigned by: Ft Vaa (&• Vulk, By: \—E3A6n9A6775n42>v. DAVID W. DECH Executive Director Date: 11/26/2024 [Signature Page to First Amendment to ILA] Attest: e: Title: Clerk of the Board SOUTHEAST OVERTOWN PARK WEST COMMUNITY REDEVELOPMENT AGENCY: By: Na Title: Executive Director Approved as to form and legal sufficiency Approved as to insurance requirements CRA Legal Counsel By: Director, Risk Management Department Attest: CITY OF MIAMI, A FLORIDA MUNICIPAL CORPORATION: By: Name: Title: City Clerk By: Name: Title: City Manager Approved as to form and legal sufficiency Approved as to insurance requirements By: City Attorney By: Director, Risk Management Department [Signature Page to First Amendment to ILA] Attest: SOUTHEAST OVERTOWN PARK WEST COMMUNITY By: REDEVELOPMENT AGENCY: Name: Title: Clerk of the Board By: Na Title: Executive Director Approved as to form and legal sufficiency Approved as to insurance requirements By: CRA Legal Counsel Director, Risk Management Department Attest: CITY OF MIAMI, A FLORIDA MUNICIPAL CORPORATION: By: _ ame: —16AQr1t1 br\ Title: City Clerk By: Name: Title: City Manager Approved as to form and legal sufficiency Approved as touirements By: /C • or By: 4 City Attorn )(fit Direct i , Risk M. . ement Department dyf-5oIL [SignaturePage to First Amendment to ILA] Tracking No. l 025A45 AGENDA ITEM NO. R3 SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY GOVERNING BOARD MEETING: OCTOBER 25, 2024 AGENDA ITEM REPORT ❑ Consent ® Regular AMENDMENT TO INTERLOCAL AGREEMENT BETWEEN SEOPW CRA, CITY OF MIAMI AND SFRTA FOR THE TRI-RAIL STATION IMPROVEMENTS AT THE MIAMICENTRAL STATION REQUESTED ACTION: MOTION TO APPROVE: Delegation to the Executive Director to negotiate, finalize and execute an amendment to the Interlocal Agency Agreement between the SEOPW CRA, the City of Miami and SFRTA for payment of $17,528,049 by the SEOPW CRA and the City for the Tri-Rail Station Improvements at the MiamiCentral Station, consistent in concept and principle with the terms outlined herein. SUMMARY EXPLANATION AND BACKGROUND: The City of Miami ("City"), the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA" or "CRA") and SFRTA entered into the Interlocal Agreement on November 8, 2016 ("Agreement"), which provided for the City to issue debt on behalf of the SEOPW CRA for payment of $17,528,049 ("Grant") towards the cost of constructing the Tri-Rail Station Improvements at the MiamiCentral Station to facilitate travel between the redevelopment area of the CRA, the City and other urban centers across South Florida by supporting SFRTA's extension of its Tri-Rail passenger commuter rail service to downtown Miami (see Exhibit 1). (continued on Page 2) Department: Legal Department Department Director: Teresa J. Moore Project Manager: Teresa J. Moore Chief Contracting Officer: N/A Finance Director: Jeremy Baker, CGFO FISCAL IMPACT: Proceeds will be used to retire debt and remaining amount added to reserves. FUNDING SOURCE: N/A EXHIBIT(S) ATTACHED: Exhibit 1: Interlocal Agreement Tracking No. J Q252445 AGENDA ITEM NO. R3 Page 2 AMENDMENT TO INTERLOCAL AGREEMENT BETWEEN SEOPW CRA, CITY OF MIAMI AND SFRTA FOR THE TRI-RAIL STATION IMPROVEMENTS AT THE MIAMICENTRAL STATION SUMMARY EXPLANATION AND BACKGROUND: (continued from Page 1) Pursuant to the Interlocal Agreement, the City and CRA agreed to make the Grant, in accordance with certain criteria. The City and CRA are requesting an amendment to the Interlocal Agreement as follows: 1. Amend the Interlocal Agreement to provide that the source of payment of the Grant will be determined solely by the City and the CRA, and that, regardless of the source of the payment of the Grant, both the City and the CRA shall provide the entire Grant amount to SFRTA no later than December 31, 2024. 2. Delete certain provisions of Section 3.2 that preclude the CRA from issuing any debt prior to payment of the Grant amount, as long as any debt issued by the CRA (or the City on the CRA's behalf) subsequent to the date of the amendment to the Interlocal Agreement includes the entire Grant amount owed to SFRTA and the payment of the Grant amount to SFRTA is made in full before any other parties (including the City or CRA) receive or expend any other proceeds from the issuance of such debt. 3. Delete Section 3.3 of the Interlocal Agreement to remove the bond validation requirements. 4. Amend the Interlocal Agreement to provide for termination of the Interlocal Agreement upon payment of the Grant amount in full. Tracking No 10757445 AGENDA ITEM NO. R3 Page 3 AMENDMENT TO INTERLOCAL AGREEMENT BETWEEN SEOPW CRA, CITY OF MIAMI AND SFRTA FOR THE TRI-RAIL STATION IMPROVEMENTS AT THE MIAMICENTRAL STATION Recommended by:"-'T " i°fv�0/18/24 Approved by: N/A Department Director Date Chief Contracting Officer Date \ ke. 10/ 18/24 Authorized by: QOti C,i 10/18/24 Authorized by. Date Executive Director Approved as to Form by: Board Action: General Counsel Approved: x Yes No Vote: x Unanimous Amended Motion: Date Finance Director Date TRUE COPY APPROVED BY SFRTA GOVERNING BOARD ON: 10/25/24 RECORDING SECRETARY 21cLkuc-14":3-D( ( -DIANELYS HDZ. DEL CALVO J.C. de ONA X Yes — No JAMES A. SCOTT X Yes _ No STACY L. MILLER x Yes No HAL R. VALECHE x Yes _ No CARLOS A. PENIN X Yes No ROBERT C.L. VAUGHAN X Yes ^ No RAQUEL A. REGALADO x Yes No MARCI WOODWARD _ Yes , No TIM RYAN x Yes No VACANT x Yes _ No MINUTES SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY GOVERNING BOARD REGULAR MEETING OF OCTOBER 25TH, 2024 The Regular Meeting of the South Florida Regional Transportation Authority Governing Board was held at 9:30 a.m. on Friday, October 25th, 2024, in the Board Room of the South Florida Regional Transportation Authority, Administrative Offices, 801 NW 33rd Street, Pompano Beach, Florida 33064. BOARD MEMBERS PRESENT: J. C. de Ona, Miami -Dade County Citizen Representative Stacy L. Miller, Florida Department of Transportation Secretary, District VI Carlos A. Penin, Miami -Dade County Governor's Appointee Tim Ryan, Broward County Commissioner — Chair Hal R. Valeche, Palm Beach County Citizen Representative Robert C. L. Vaughan, Broward County Citizen Representative Marci Woodward, Palm Beach County Commissioner — Vice Chair BOARD MEMBER PRESENT - VIRTUAL: Raquel A. Regalado, Miami -Dade County Commissioner BOARD MEMBER PRESENT - ABSENT: James A. Scott, Broward County Governor's Appointee ALSO PRESENT: David Dech, Executive Director, SFRTA Diane Hernandez Del Calvo, Deputy Executive Director/EEO Officer, SFRTA Teresa J. Moore, General Counsel, SFRTA Noel Pfeffer, Deputy General Counsel, SFRTA Jeremy Baker, Director of Finance, SFRTA Loraine Cargill, Director of Strategic Planning, SFRTA Anthony Cariveau, Chief Contracting Officer, SFRTA Victor Garcia, Director of Public Affairs, SFRTA Scott Kenner, Director of Operations, SFRTA Brian Reeves, Maintenance of Way Chief Engineer, SFRTA Christophe St. Luce, Chief Information Officer, SFRTA David Trabal, Director of Human Resources, SFRTA CALL TO ORDER Vice Chair Commissioner Marci Woodward called the meeting to order at 9:36 a.m. ROLL CALL Vice Chair Commissioner Woodward requested the roll call. A quorum was established. SFRTA Governing Board Meeting October 25, 2024 Page I DL 1 MOMENT OF SILENCE Vice Chair Commissioner Woodward requested a moment of silence. PLEDGE OF ALLEGIANCE Vice Chair Commissioner Woodward led the Pledge of Allegiance. Vice Chair Commissioner Woodward moved the discussions to the Information/Presentation Items. INFORMATION / PRESENTATION ITEMS Action not required, provided for information purposes only. If discussion is desired by any Board Member, however, that item may be considered separately. I1. PRESENTATION — SFRTA Transit Development Plan (TDP) Major Update - FY 2026-2035 Mr. John Lafferty, General Planning Consultant from Kimley-Horn provided a presentation update. Vice Chair Commissioner Woodward asked how many people are moving between the three counties in each day and how many university or college students commute between the three counties. Mr. Lafferty responded that he will capture that answer in detail in a future report. Vice Chair Commissioner Woodward additionally asked if Mr. Lafferty is meeting with each of the bus services in each county. Mr. Lafferty responded that they have not met with each of the bus services in each county, however, they introduced the SFRTA TDP Major Update at SFRTA's recent PTAC meeting and various representatives from those operating agencies were present. They will be attending additional PTAC meetings and will have other opportunities to brief them on the TDP status and obtain their input so it is reflected in the Plan. Chair Commissioner Tim Ryan arrived at 9:51 a.m. AGENDA APPROVAL Mr. David Dech, SFRTA Executive Director, informed the Board Members that the addition and revision to the Agenda are as follows. Agenda Item D1. Discussion has been added. As requested by the Chair at the August 30, 2024 Board meeting, a discussion regarding the Executive Director's performance evaluation, with the Board to take such action as it deems appropriate regarding these issues or other aspects of the Executive Director's contract (see Exhibit 1/Executive Director contract). A revised agenda that reflects this addition was sent on Monday, October 21, 2024. SFRTA Goveming Board Meeting October 25, 2024 Page 2 DL 2 Agenda Item C2. has been amended to read: The Public Transportation Grant Agreement (PTGA) between the Florida Department of Transportation (FDOT) and the South Florida Regional Transportation Authority (SFRTA) for LCD display monitors at Palm Beach County Tri-Rail Stations. The funding source is from State and Local Funds. Board Member Hal Valeche moved for approval of the Agenda. The motion was seconded by Board Member Carlos Penin. The Chair called for further discussion and/or opposition to the motion. Upon hearing none, the Chair declared the motion carried unanimously. BOARD MEMBER COMMENTS None. MATTERS BY THE PUBLIC None. CONSENT AGENDA Those matters included under the Consent Agenda are self-explanatory and are not expected to require review or discussion. Items will be enacted by one motion in the form listed below. If discussion is desired by any Board Member, however, that item may be removed from the Consent Agenda and considered separately. Cl. MOTION TO APPROVE: Minutes of Governing Board's Regular Meeting of August 30, 2024. C2. MOTION TO APPROVE: The Public Transportation Grant Agreement (PTGA) between the Florida Department of Transportation (FDOT) and the South Florida Regional Transportation Authority (SFRTA) for LCD display monitors at Palm Beach County Tri-Rail Stations. Vice Chair Commissioner Marci Woodward moved for approval of the Consent Agenda. The motion was seconded by Board Member Robert Vaughan. The Chair called for further discussion and/or opposition to the motion. Upon hearing none, the Chair declared the motion carried unanimously. SFRTA Goveming Board Meeting October 25, 2024 Page 3 DL 3 Chair Commissioner Ryan moved the discussions to the Regular Agenda Items. REGULAR AGENDA Those matters included under the Regular Agenda differ from the Consent Agenda in that items will be voted on individually. In addition, presentations will be made on each motion, if so desired. R1. MOTION TO APPROVE: Amendment No. 1 to Agreement No. 22-014 between the South Florida Regional Transportation Authority (SFRTA) and Colliers Engineering & Design, Inc., (Colliers), for additional design services related to the Northern Layover and Light Maintenance Facility (NLMF), in the not -to -exceed amount of $233,597.48 for a total contract amount of $3,715,795.04. Reference was made to a scrivener's error found under Exhibit 1 "Cost Estimate to Complete Final Design"; Group A; Project Management; Task 1; Cost. The correct amount should read $14,189.89. Board Member Robert Vaughan moved for approval of the amended Agenda Item Rl. The motion was seconded by Board Member Carlos Penin. The Chair called for further discussion and/or opposition to the motion. Upon hearing none, the Chair declared the motion carried unanimously. R2. MOTION TO APPROVE: Agreement No. 25-005 between the South Florida Regional Transportation Authority (SFRTA) and Mobile Modular Management Corporation ("Contractor") for the purchase of a new 24' x 56' Office Building (Modular Trailer), in the not -to -exceed amount of $199,569. Board Member Secretary Miller asked Mr. Dech to verify if this modular trailer was below the anticipated costs. Mr. Dech confirmed yes. Mr. Dech elaborated that the SFRTA staff encountered two instances where no proposals were submitted. As a result, to find a viable alternative to utilizing Federal Funds, SFRTA successfully opted to leverage an existing contract established by the Suwannee County School District. Board Member Robert Vaughan moved for approval of Agenda Item R2. The motion was seconded by Board Member Carlos Penin. The Chair called for further discussion and/or opposition to the motion. Upon hearing none, the Chair declared the motion carried unanimously. Board Member Commissioner Raquel Regalado virtually arrived at 10:16 a.m. SFRTA Governing Board Meeting October 25, 2024 Page 4 DL 4 R3. MOTION TO APPROVE: Delegation to the Executive Director to negotiate, finalize and execute an amendment to the Interlocal Agency Agreement between the SEOPW CRA, the City of Miami and SFRTA for payment of $17,528,049 by the SEOPW CRA and the City for the Tri-Rail Station Improvements at the MiamiCentral Station, consistent in concept and principle with the terms outlined herein. There was discussion amongst the Board Members. Board Member Hal Valeche moved for approval of Agenda Item R3. The motion was seconded by Board Member Robert Vaughan. The Chair called for further discussion and/or opposition to the motion. Upon hearing none, the Chair declared the motion carried unanimously. R4. MOTION TO APPROVE: SFRTA Chair and Vice -Chair for the remainder of 2024, with the term commencing on October 26, 2024, and continuing for calendar year 2025. Board Member Robert Vaughan moved for approval of Agenda Item R4 to elect Commissioner Marci Woodward as Chair. The motion was seconded by Board Member Secretary Stacy Miller. The Chair called for further discussion and/or opposition to the motion. Upon hearing none, the Chair declared the motion carried unanimously. Chair Commissioner Tim Ryan moved for approval of Agenda Item R4 to elect Commissioner Raquel Regalado as Vice Chair. The motion was seconded by Board Member Carlos Penin. The Chair called for further discussion and/or opposition to the motion. Upon hearing none, the Chair declared the motion carried unanimously. Chair Commissioner Ryan moved the discussions to the Discussion Items. DISCUSSION ITEMS D1. DISCUSSION: As requested by the Chair at the August 30, 2024 Board meeting, a discussion regarding the Executive Director's performance evaluation, with the Board to take such action as it deems appropriate regarding SFRTA Governing Board Meeting October 25, 2024 Page 5 DL 5 these issues or other aspects of the Executive Director's contract (see Exhibit 1/Executive Director contract). Chair Commissioner Ryan expressed that Mr. Dech has demonstrated a great deal of technical expertise and has built strong relationships with many of Tri-Rail's partners throughout the three counties. Chair Commissioner Ryan added that an adjustment in Mr. Dech's compensation package above and beyond the regular adjustment given to management staff is in order. Board Member Hal Valeche emphasized that a more thorough assessment of Mr. Dech should focus on whether he has successfully met and surpassed the established goals and objectives. This approach would provide a clearer picture of his performance and contributions. Board Member Commissioner Raquel Regalado added that Mr. Dech has successfully achieved all the goals and objectives established for the Executive Director role, especially with the county and stakeholder relationships. She emphasized his dedication and effectiveness in fulfilling the responsibilities associated with the position. Board Member Secretary Miller added that Mr. Dech has reestablished the professionalism at the organization and agrees that SFRTA has better relationships with partners and contractors, and has taken a great deal of accountability. She would like to see the Executive Director's goals and objectives. Mr. Dech stated the following goals and objectives that were established by the Board in December 2021. A. Maintain Safety on Corridor and at Operations Center as Top Priority 1. Ensure Tri-Rail's compliance with Federal Railroad Administration (FRA) Class 4 railroad standard and Positive Train Control (PTC) regulations, while maintaining high On -Time Performance. South Florida Rail Corridor tracks are required to comply with standards to accommodate the safe transport of passengers at up to 79 mph and freight up to 59 mph. Further, FRA requires that our new PTC system be properly maintained and trains operate in compliance with PTC regulations. SFRTA's objective is to be in FRA compliance while achieving satisfactory on - time performance (OTP). "We do maintain this railroad at Class 4 standards. We have no issues as far as PTC violations. We're 100% compliant with positive train control. Our average OTP will be well up over 90% by the end of the year," Mr. Dech stated. 2. Continue to adjust pandemic response with respect to both employees and riders in accordance with state and federal guidance and law. To date, prudent personnel and rider policies have enabled our workforce and passengers to keep working and riding in safe environments. The agency will continue to adopt appropriate policies for the continued safety of our employees and riders. SFRTA Goveming Board Meeting October 25, 2024 Page 6 DL 6 "We are 100% in compliance with state and federal law. We've expanded our service to accommodate that increase in ridership," Mr. Dech stated. 3. Bring Board a plan to purchase new rolling stock (coaches, cab cars, locomotives) and rehabilitate Brookville locomotives. Tri-Rail will be in its 33rd year of operation in 2022, which means that some of its rolling stock is also 33 years old and presently requires replacement or refurbishment. Staff will recommend using a portion of federal stimulus funds for this purpose and prepare an RFP for purchase of new equipment. Regarding the Brookvilles, staff has been meeting with the manufacturer to devise an overhaul plan and is firming up pricing based on consultant recommendations. "We're almost 50% complete with our Brookville locomotive overhaul. We were granted almost $80 million by the federal government last year, and we've been working very closely with all of our partners to expedite those processes," Mr. Dech stated. 4. Complete pending Maintenance of Way (MOW) projects. FRA required SFRTA's immediate focus be on reducing the number of slow orders on the corridor, which has been accomplished, enabling the agency to pivot and place the same level of attention on other MOW projects. In addition to projects that were successfully closed out in 2021, there are over 70 infrastructure projects in construction or development, and SFRTA hopes to complete as many as possible in 2022, including bridge replacements, environmental projects, signal replacements, and rehabilitations of railroad crossings. "We're doing a crossing every weekend. We brought the FDOT programming where we were well behind, brought that current, and we're knocking out maintenance way projects," Mr. Dech stated. 5. Complete pedestrian bridge rehabilitation. Five pedestrian bridges are slated for immediate repair work. All bridges will undergo scheduled rehabilitation work. SFRTA will procure contractor(s) to perform the required work and oversee same. "That project is ahead of schedule right now as far as completion," Mr. Dech stated. B. Increase Agency Revenues 1. Follow up on FDOT Secretary Thibault's meeting with SFRTA and the counties in pursuit of additional funding. At the Executive Director's request, Transportation Secretary Kevin Thibault convened a meeting in South Florida with SFRTA and county administrators. The counties recognized SFRTA's financial predicament, but stated that they would want more involvement beyond their current Board representation if they were to provide additional funding. Staff will endeavor SFRTA Governing Board Meeting October 25, 2024 Page 7 DL 7 to develop a proposal with the goal of reaching agreement with the counties on an additional funding commitment for either this fiscal year or next. In addition, SFRTA will seek to renew its request of FDOT to provide the agency with assistance for PTC maintenance on the FDOT- owned South Florida Rail Corridor. "Right now, we are seeing an increase in ridership, which we are seeing an increase in revenues. And in turn, that increase in ridership affects our formula funds. We are seeing an increase in our formula funds from the federal government based on those ridership statistics where some of our peers are seeing ridership numbers still in the 50 to 70% range," Mr. Dech stated. 2. Conclude negotiations with proposed developer of Boca Raton Transit -Oriented Development (TOD) site; issue remaining TOD RFP's. There are four stations for potential transit -oriented development where SFRTA controls adjacent property. The Board selected a proposer for the Boca Raton station, and staff will bring a final agreement back to the Board. Metrorail Transfer station is in process and a staff recommendation will be brought to the Board. Staff also will issue RFP's for the Boynton Beach and Cypress Creek stations as confirmed by market conditions. "Those negotiations are complete," Mr. Dech stated. 3. Seek federal grant funding and reprogramming of Wave dollars. The Executive Director will pursue high-level contacts the agency has in Washington, D.C. in support of applications for federal grant funding. Regarding the Wave project, as the Board has been previously briefed, SFRTA is holding approximately $7.3 million in remaining federal funds left over after Fort Lauderdale discontinued the street car project. We have been seeking to retain the funds for other Broward County rail transit projects. The Executive Director will renew these efforts with our congressional delegation, but if unable to succeed, will return the funds to FTA (and a small portion thereof to City of Fort Lauderdale). "There was no reappropriating the money. We returned that money to the FTA," Mr. Dech stated. C. Complete Downtown Miami Link and Pursue Other Extensions of Service 1. Complete steps needed to enter Miami Central Station safely. Staff will pursue with a sense of urgency completion of the remaining requirements for entering Miami Central Station and provide frequent progress updates to the Board. This includes the next steps recommended by staff, as well as additional Board direction provided at the December 22, 2021 workshop meeting. Staff will regularly update our existing Project Schedule with an anticipated timeline, as well as other preparations in process timed for completion closer to commencement of service, including crew training, securing additional insurance coverage (currently in discussions with SFRTA's broker), hiring station personnel, installing ticket vending machines, finalizing the train timetable. SFRTA Goveming Board Meeting October 25, 2024 Page 8 DL 8 "We've completed the Miami link. We are exploring the northern layover facility and the VA hospital, so we're always looking and we're having conversations about possible expansions," Mr. Dech stated. 2. Make the case for SFRTA's selection as operator of Coastal Link. The Executive Director is aware that he has to shore up confidence in SFRTA among Coastal Link participants. The Executive Director previously presented a favorable price proposal (verified by Miami -Dade County staff) to operate commuter service on county's Northeast Corridor and has credibly maintained that running two parallel commuter rails would be less efficient and costlier than having one interconnected system. The ED will renew these efforts. Miami -Dade has still to finalize an agreement on access fees and station locations. Broward and Palm Beach Counties will be actively participating in the discussion regarding the operator as extending service north is contemplated. "I think we have made enormous strides towards that. Being the partner that we've been to Miami -Dade, Broward County, and FDOT during this whole process. We have submitted a written will. I think this is a formal process. I expect an RFP to be coming out of Miami -Dade very soon, to which, we will compare favorably," Mr. Dech stated. 3. Complete design and commence construction of Northern Layover Facility (NLF). The Northern Layover will provide a more strategic location for train maintenance and storage in support of existing service as well as a future Jupiter Extension on the FEC tracks. NLF is in the procurement stage, but Board members will recall from previous briefings that the bids came in substantially over the monetary cap (notwithstanding one bid without sufficient contingency that would have put SFRTA at risk for change orders). Staff is formulating an alternate procurement process with the objective of completing design and commencing construction in 2022. "We'll be at 90% design, and expect to complete design by early next year. I know we had conversations in all of our briefings about some of the items that are still outstanding with the utilities and the piping, so there are still some issues there to deal with, but I think we're on a good pace here to have that northern layover facility designed by the beginning of the first quarter of next year," Mr. Dech stated. D. Improve Board Communications Executive Director has identified an additional goal to improve communications with the Board. To that end, the following objectives are proposed: 1. Provide more regular updates to Board on pending agency matters. 2. Reach out more frequently to individual Board Members where their particular expertise or relationships may be advantageous to the agency —along the lines of previous instances wherein the Executive Director involved Chairman Valeche in the SFRTA investment policy; Commissioner Ryan in arranging meetings with the Broward County Administrator; SFRTA Governing Board Meeting October 25, 2024 Page 9 DL 9 Board Member Penin regarding advice on procurement staffing; among other examples involving past Board members. 3. Include Board Member participation with staff on existing or proposed SFRTA committees. As examples, creating a new Miami Central Station Committee and reactivating the Construction Oversight Committee, which was in place when the Operations Center was being built. "I think the level of Board communications you're satisfied with," Mr. Dech stated. Board Member Valeche stated Mr. Dech has exceeded 95% of the goals and asked the Board Members, "How big of a raise do we want to give?" Chair Commissioner Ryan stated Mr. Dech has gone above his expectations and proposes a 10% increase in his base salary. Board Member Vaughan added, "You have certainly hit all of the checks, and hope that we have hit all of the checks for you. There were promises made to you in terms of not just remuneration and those tangible things, but the intangibles." Board Member Carlos Penin stated "The credibility that you have brought to our Board at the position of Executive Director and that it adds so much more value to what we are delivering to our clients and customers, which is always the reason that we are up here and that we serve. How you communicate with us so freely is extremely important, and I am certainly on board." Board Member J.C. de Ona stated "I think you've done a great job since you got here. I think you came in with a very hard task at the time that you came in. I think we all believed that you were the one that was going to take us to where we needed to be." Board Member Secretary Miller asked what Mr. Dech's counterparts across the country may make. Mr. Dech provided a list of salaries of other Executive Directors in the rail industry similar to Tri-Rail which the Board Members reviewed. There was discussion amongst the Board Members. Chair Commissioner Tim Ryan passed the gavel to Vice Chair Commissioner Marci Woodward. Chair Commissioner Tim Ryan moved for approval of Discussion Item D1 increasing Mr. Dech's current base salary by 10% with an effective date of November 1, 2024. The motion was not considered as it was not seconded. Board Member Robert Vaughan moved to defer approval of Discussion Item D1 increasing Mr. Dech's current base salary by 10% with an effective date of November 1, 2024, to the December 13, 2024 meeting, The motion was seconded by Board Member Secretary Stacy Miller. The Chair called for further discussion and/or opposition to the motion. Upon hearing none, the Chair declared the motion carried unanimously. SFRTA Governing Board Meeting October 25, 2024 Page 10 DL 10 COMMITTEE REPORTS / MINUTES Action not required, provided for information purposes only. If discussion is desired by any Board Member, however, that item may be considered separately. The following reports were included in the agenda: B. PLANNING TECHNICAL ADVISORY COMMITTEE D. MARKETING COMMITTEE MONTHLY REPORTS Action not required, provided for information purposes only. If discussion is desired by any Board Member, however, that item may be considered separately. The following reports for August and September were included in the agenda: A. CAPITAL PROJECTS QUARTERLY PROGRESS REPORTS B. RIDERSHIP GRAPHS C. ON -TIME PERFORMANCE GRAPHS D. MARKETING MONTHLY SUMMARY E. BUDGETED INCOME STATEMENT F. REVENUE AND FARE EVASION REPORTS G. CONTRACT ACTIONS EXECUTED UNDER EXECUTIVE DIRECTOR'S AUTHORITY I. SECURITY REPORT J. EXPIRING CONTRACTS REPORT K. CONTRACT ACTIONS EXECUTED UNDER GENERAL COUNSEL'S AUTHORITY L. EXTRA WORK MATRIX M. LEGISLATIVE REPORT OTHER BUSINESS None. SFRTA Goveming Board Meeting October 25, 2024 Page 1 I DL 1l CONTRACTOR QUESTIONS None. EXECUTIVE DIRECTOR REPORTS/COMMENTS Mr. Dech requested to conduct the December Governing Board Meeting on December 13, 2024. Vice Chair Commissioner Marci Woodward moved for approval of changing the Governing Board Meeting to December 13, 2024. The motion was seconded by Board Member Carlos Penin. The Chair called for further discussion and/or opposition to the motion. Upon hearing none, the Chair declared the motion carried unanimously. Mr. Dech announced that SFRTA was prepared for Hurricane Milton and sustained only minimal damage on the roof at the Mangonia Park station. SFRTA had their Engineers evaluate the canopy structures and confirm there was no structural damage. Mr. Dech announced he will be attending an upcoming Florida Transportation Plan Steering Committee meeting. Mr. Dech announced SFRTA is an active member of the Florida Rail Safety Coalition and will be attending an upcoming meeting. Mr. Dech announced their attendance at the Commuter Rail Coalition that was held in Boston and toured the South Station. He was very impressed with their TOD. Mr. Dech shared his recent trip to Innotrans, the world's largest rail trade show. This event showcased the latest technology and innovative equipment, which inspired him to explore fresh ideas for Tri-Rail. Mr. Dech announced that SFRTA will present its Transportation Oversight Report to the Florida Transportation Commission in early November. Mr. Dech announced SFRTA will be hosting an informative workshop on November 7th. This event will bring together SFRTA's Contractors to engage in an in-depth discussion about various Capital Projects and the associated contracting opportunities available. The workshop aims to foster collaboration within the region. Mr. Dech announced that at next month's board meeting, a presentation will be given on SFRTA's initiative to identify alternative revenue sources. Board Member Valeche left the meeting at 11:55 a.m. SFRTA Goveming Board Meeting October 25, 2024 Page 12 DL 12 Mr. Dech acknowledged Commissioner Ryan's unwavering commitment, expressing deep appreciation for his numerous years of service on the SFRTA Governing Board. He acknowledged the significant impact of Commissioner Ryan's commitment, recognizing the countless contributions he has made throughout his tenure, which have greatly benefited the agency and the community it serves. LEGAL COUNSEL COMMENTS None. CHAIR COMMENTS None. BOARD MEMBER COMMENTS None. ADJOURNMENT There being no further business Chair Commissioner Ryan adjourned the meeting at 12:01 p.m. SFRTA Governing Board Meeting October 25, 2024 Page 13 DL 13